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Wonderla Holidays Ltd.

BSE: 538268 Sector: Services
NSE: WONDERLA ISIN Code: INE066O01014
BSE 00:00 | 18 Apr 311.00 -4.00
(-1.27%)
OPEN

314.15

HIGH

314.50

LOW

306.00

NSE 00:00 | 18 Apr 312.45 -2.50
(-0.79%)
OPEN

317.00

HIGH

317.00

LOW

308.00

OPEN 314.15
PREVIOUS CLOSE 315.00
VOLUME 2336
52-Week high 384.00
52-Week low 259.75
P/E 33.73
Mkt Cap.(Rs cr) 1,757
Buy Price 311.00
Buy Qty 414.00
Sell Price 315.00
Sell Qty 30.00
OPEN 314.15
CLOSE 315.00
VOLUME 2336
52-Week high 384.00
52-Week low 259.75
P/E 33.73
Mkt Cap.(Rs cr) 1,757
Buy Price 311.00
Buy Qty 414.00
Sell Price 315.00
Sell Qty 30.00

Wonderla Holidays Ltd. (WONDERLA) - Director Report

Company director report

Dear Members

The Directors take pleasure in presenting the 16th Annual Report together with theaudited financial March 31 2018.

1. Overview of Company's Financial Performance based

The financial and operating highlights for the year under review compared with theprevious Financial Year are given below:

(Rs. In Lakhs)
Particulars 2017-18 2016-17
Income from operations 27049.34 26282.23
Operating Expenses 18138.71 19584.88
Profit from operations depreciation and finance costs 8910.63 6697.35
Other income 784.72 1216.32
Profit from ordinary activities before finance costs 9695.35 7913.67
Finance cost 120.68 132.51
Depreciation 3650.51 2927.86
Profit from ordinary activities after finance 5924.16 4853.30
Tax expense 2073.77 1462.19
Net profit after tax 3850.39 3391.11
Other Comprehensive income
Items that will not be reclassified subsequently to profit or loss 11.31 6.64
Items that will be reclassified sub sequently to profit or loss - -
Total other comprehensive income net of tax 11.31 6.64
Total comprehensive income for the year 3861.70 3397.75
Earnings per share (EPS)
Basic 6.81 6.00
Diluted 6.81 6.00

Review of Operations:

For the year ended 31st March 2018 the Company's revenue from operations was Rs. 27049lakhs as against Rs. 26282 lakhs during the corresponding period of previous financialyear registering growthProfitBefore Tax was Rs. 5924 3%. lakhs as against Rs.4853 lakhs for the same period during the previous year. Net Profit After Tax for thefiscal 2017-18 was Rs. 3850 lakhs as against Rs. 3391 lakhs in 2016-17. During theFinancial year total footfalls across the three parks were 24.87 lakhs as against 26.59lakhs during the previous year. During the year under review there was no change in thenature of the business of the Company.

2. Dividend

The Board of Directors have recommended final dividend of Rs. 1.50 per equity sharehaving face value of Rs. 10 each subject to approval of Members at the 16th AnnualGeneral Meeting which is inline with the Dividend Distribution of the Company. For theprevious year the Company had statements for the year ended paid Dividend of Re. 1.00 perequity share of Rs. 10 each.

As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) entitiesRegulations2015("LODR")thetop500listed on market capitalization are requiredto formulate Dividend Distribution Policy. The Company Distribution Policy and the detailsare available on the Company's website athttp://www.wonderla.com/investor-relations/prospectus-and-policies.html

3. Transfer to Reserves

The Company has transfered an amount of Rs. 385.04 lakhs to General Reserve.

4. Share Capital

The Authorised Equity Share Capital of the Company is Rs. 6000 lakhs. Paid-up ShareCapital as on March 31 2018 was Rs. 5650.07 lakhs. The Company has neither issued shareswith differential rights as to dividend voting or otherwise nor issued shares (includingsweat equity shares) to the employees or Directors of the Company under any Scheme. Nodisclosure is required under Section 67(3)(c) of the Companies Act 2013 in respect ofvoting rights not exercised directly by the employees of the Company as the provisions ofthe said Section are not applicable.

5. Finance and Accounts

During the year under review the rating agency ICRA reaffirmed AA- (Stable) rating forthe Company's long term borrowings and assigned A1+ rating for the short term borrowings.As mandated by the Ministry of Corporate Affairs the Company has adopted IndAS for thefinancial year commencing April 1 2017. The estimates and judgments relating to thefinancial statements are made on prudent basis so as to reflect in a true and fair mannerthe form and substance of the transactions and reasonably present the Company's state ofaffairs profits and cash flows for the year ended March 31 2018.

6. Deposits

During the year under review the Company has not accepted deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Rules framedthereunder.

7. Awards/ accolades

TripAdvisor Travellers Choice has ranked

Wonderla Bangalore as No.1 Amusement Park in India and No.6 in Asia; Wonderla Kochi asNo.4 in India and No.13 in Asia; and Wonderla Hyderabad as No.8 in India Wonderla HolidaysLimited Bangalore has been awarded with Prashamsa Suraksha Puraskar 2017 for GoodSafety Performance and Management Systems by the National Safety Council KarnatakaChapter. Wonderla Kochi has won the Kerala State Pollution Control

Board Award 2015-16consecutively for the fourth time.

8. Directors and Key Managerial Personnel

i. Appointments and Re-appointments

Mr. M. Ramachandran (DIN: 00177699) was appointed as an Additional Director designatedas Chairman of the Company to serve on the Board with effect from 15 th November 2017.The Members at a General Meetingconvened through Postal Ballot appointed him as anIndependent Director to hold

During the financial year Mr. George Joseph (DIN: 00253754) was appointed as Whole-TimeDirector of the Company designated asExecutive Vice Chairman for a period of two yearscommencing from November 15 2017. The Members at a General Meeting convened throughPostal Ballot have approved the said appointment. retires Mr.Kochouseph by rotationat theforthcoming 16 th Annual General Meeting as per the provisionsofSection and independencethe IA152 (6) &(7) of the Companies Act 2013 and being eligible offers himselffor re-appointment. The Board recommends his re-appointment.

ii. Resignations

Mr. D. S. Sachdeva resigned as Chief Executive (CEO) during the year. The Board placeson record its appreciation for the initiatives taken by him to business of the Company.

9. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 to the best of their knowledgeand belief the Directors state that-(I) in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; (II) the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for that period; (III) the Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other

(IV) the Directors had prepared the annual accounts on a going concern basis; and (V)the Directors in the case of a listed Company had laid down internal financialcontrolsto be followed by the Company and that such internal financial controls are adequate andwere operating effectively (VI) the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

Based on the framework of internal financialcontrols compliance systems establishedand maintained by the Company work performed by the internal statutory and secretarialauditors the reviews performed by management and the relevant board committees includingthe Audit Committee the Board internal financialcontrols were adequate and effectiveduring the financial year 2017-18.

10. Internal Control Systems a. Internal control systems and their adequacy

The Company has in place well defined and adequate internal controls commensurate withthe size of the ely effectiv Companyandthesamewereoperating throughout the year.

The Company has an external Internal Audit (IA) The scope and authority of the IAfunction function. is defined before commencing the Audit. To maintain its objectivityreports to the Audit Committee of the Board. The IA function evaluates the efficacy andadequacy of internal control system its compliance with operating systems and policies ofthe Company and accounting procedures at all locations of the Company. Based on Officerthe report of IA functionprocess owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

b. Internal Controls over Financial

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures in place for ensuring properandefficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information. The Company has adopted accounting policies which arein line with the Accounting Standards and the Act. These are in accordance with generallyaccepted accounting principles in India. Changes in policies if required are made inconsultation and are approved by the Audit Committee. The Company has a robust financialclosure certification mechanism for certifying adherence to various accountingaccountinghygiene and policies accuracy of provisions and other estimates.

11. Extract of Annual Return

The Extract of Annual Return pursuant to Section 92 (3) of the Companies Act 2013 andRule 12 (1) of the Companies (Management and Administration) Rules 2014 is enclosed tothe Directors Report as Annexure I.

12. Health and Safety

Health and Safety (H&S) of employees and all stakeholders is an overarching valueof your Company. Company's policies stress to conduct the business in a manner that helpscreate a healthy and safe environment for all stakeholders (employees contractors andcustomers) based on the adoption of a true safety culture. They further directs thatH&S be embedded in everything the Company does when it comes to its people itsprocesses its customers in delivering results and in leading sustainability. The H&Srules define essential behavior necessary to ensure safety. Identifying H&S not as aseparate activity but as a critical success factor for operational performance the policyplaces personal responsibility on every individual employee at all levels for ensuringsafe working conditions areas coupled with a fair and transparent consequence managementprocess in the event of negligence or willful disregard for safety rules. The policy andrules were widely communicated across the organization to employees and contractorworkmen.

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of SexualHarassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 andRules framed thereunder the Company has implemented a policy on prevention prohibitionand redressal of sexual harassment at workplace. All women permanent temporary orcontractual e by including those of service providers are covered under the policy. AnInternal Complaints Committee comprising four members has been set up which includes threewomen to redress complaints relating to sexual harassment. Besides in each of the unitsthere is one nodal person who receives and forward complaints to the first instance person(FIP) who is a woman" or directly to the Committee.

During the year the Company has not received any complaint on sexual harassment.Awareness programmes were conducted across the Company to sensitize the employees touphold the dignity of their colleagues at workplace particularly with respect toprevention of sexual harassment.

Some employees were sent to attend training program conducted by external agency.

13. Composition and Meetings of the Board and Committees

The composition and the number of meetings of the Board and various Committees of theCompany are set out in the Corporate Governance Report which forms part of this report.The intervening gap between the meetings was within the period prescribed under theprovisions of Section . 173oftheActandSEBI(LODR)Regulations

14. Declaration from Independent Directors

The Company for the year ended 31st March 2018 has received declarations fromIndependent Directors of the Company viz. Mr. M. Ramachandran (DIN: 00177699) Mr. GopalSrinivasan (DIN: 00177699) and Mr. R. Lakshminarayanan (DIN: 00238887) which state thatthey fulfill the criteria to act as Independent in Section 149 (6) & (7) of theCompanies Act 2013 as well as under SEBI Listing Regulations.

15. Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy to fulfillthe requirementsas envisagedinSection178 (2) (3) and (4) of the Companies Act 2013. There has been nochange in the Policy since previous year. The said policy is enclosed to the Report asannexure and also available on the website of the Company http://www.wonderla.com/investor-relations/prospectus-and-policies.html

16. Annual Performance evaluation of Board Committees and

Directors and familiarization to Independent Directors

The evaluationof the Board its Chairman individual Directors and Committees of theBoard was undertaken in compliance with the provisions of Section the Companies Act 2013.The performance and effectiveness of the Boardintheirrespectivework Committees arefundamental to the success of the Company and there is a rigorous evaluation each year toassess how well the Board its Committees the Directors and the Chairman are performing.The evaluation process during the fiscal year was led by the Chairman with support fromthe Company Secretary. The process consisted of the completion by all Directorsof questionnaireevaluatingcomprehensive the performance of the Board its Committees and individualDirectors. The questionnaire considered Board processes and their effectiveness Boardcomposition Board objectives Board support and content of discussion and focus at Boardmeetings and invited Directors to indicate where specificimprovements could be made.Completion each Director was followed by one-to-one discussions between each Director andthe Chairman where the Board's role and structure process emerging issues werediscussed.

The overall results of the evaluation were considered by the Chairman and the principalrecommendations were presented by him for review and discussion by the Board. Theevaluation concluded that good progress has been achieved in most of the areasidentifiedfor and its Committees have continued relation to most dimensions. Improvementsare seen in many of the areas of focus identified In addition the Chairman has concludedthat each Director contributes effectively and demonstrates full commitment to his/ herduties. The Chairman taking into account the views of the other Directors reviewed theperformance of Executive Directors'. The performance of the Chairman is reviewed by theNon-Executive Directors led by the Independent Directors (IDs) taking into account theviews of the Executive Directors. Following the latest review the IDs considered anddiscussed with the Chairman the feedback relating to the Chairman's performance that hasbeen received from the Directors as part of the Chairman's evaluation questionnaire.Following these discussions with the Chairman the IDs were able to confirm that theperformance of the Chairman continues to be effective and that the Chairman continuestodemonstrate appropriate commitment to his role.

To familarise the Independent Directors with strategy operations and functionsof theCompany the whole-timeDirectors and senior management personnel madestrategypresentations operations human resources technology quality safety andhygiene and risk management.

17. Statutory Auditor

The Members of the Company at the 15th Annual General Meeting held on August 09 2017have approved the appointment of BSR & Associates LLP Chartered Accountants (FirmRegistration No. 116231W/W-100024) as Statutory Auditor of the Company for a period of 4years to hold office from the conclusion of 15 th AGM till the conclusion of 19th AGM ofthe Company to be held in 2019 subject to ratification of their appointment by theMembers at every AGM. Accordingly appointment of BSR & Associates LLP CharteredAccountants as a Statutory Auditor of the Company is required to be ratified by theMembers at ensuing AGM of the Company. The Company has received the consent from theAuditor and confirmation to the effect that they are disqualified to be appointed as theAuditor of the Company in terms of the provisions of the Companies Act 2013 and rulesmade thereunder. Accordingly the Board of Directors has recommended the ratification ofappointment of BSR & Associates LLP Chartered Accountants as Statutory Auditor ofthe Company to hold office from the conclusion of the ensuing AGM till the conclusion ofthe 17th AGM to the Members for their approval.

The Report given by BSR & Associates LLP Chartered Accountants on the financialstatements of the Company for the year 2018 is part of the Annual Report. There has beenno qualification reservation or adverse remark or in their Report. During the year underreview the Auditors had not reported any matter under Section Act therefore no detail isrequired to be disclosed under Section 134 (3)(ca) of the Act.

18. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesmadethereunderMr.SomyJacob role functionsand powers of of Somy Jacob &Associates Practising Company Secretaries was appointed to conduct Secretarial Audit ofrecords of the Company for FY 2017-18. The Secretarial Audit Report on the Secretarial andLegal compliances of the Company for FY 2017-18 is enclosed (Annexure II) and formspart of Directors' Report.

19. Board Diversity Policy

The Company recognizes and embraces the importance of a diverse Board for its success.We believe that a truly diverse Board will leverage differences in thought ed to maintainknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on the website of theCompany (www.wonderla.com/investor-relations/prospectus-and- of corporate policies).

20. Related party transactions

During the year under review your Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance service offerings organization structure finance with the Policy of theCompany for Related Party Transactions.

The Company has formulated a policy on materiality of related party transactions andthe procedure to deal with related party transactions. The detailed policy isavailable on the website of the Company(www.wonderla.com/investor-relations/prospectus-and-policies). As there was no materialrelated party transaction entered by the Company during the Financial Year 2017-18 as perRelated Party Transactions Policy no detail is required to be provided in Form AOC-2prescribed under Clause (h) of Sub-section (3) of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014.

21. Vigil Mechanism

The Vigil (Whistle Blower) Mechanism at Wonderla aims to provide a channel to thedirectors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Codes of Conduct or Policy.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations and in order to maintain these standards the Companyencourages its Directors and employees who have genuine concerns about suspectedmisconduct to come forward and express their concerns without fear of punishment or unfairtreatment.

The mechanism provides for adequate safeguards against victimization of Directors andemployees who avail the disclaimer mechanism and also provide for direct access to theChairman of Audit Committee. This neither releases employees from their duty ofconfidentiality143(12)ofthe can it be used as a route for raising malicious or unfoundedallegations about a person/ situation. The detailed policy content is available on thewebsite of the Company.

22. Corporate Social Responsibility (CSR) the The composition ee of the CommittCorporate Social Responsibility (CSR)

Company are in accordance with the requirements of the Companies Act 2013. The Companyhas a Corporate Social Responsibility Policy which is available on Company's websiteactivities for the www.wonderla.com.AnnualReportonCSR financialyear 2018 as per theprovisions of Section 135 of the Companies Act 2013 and The Companies (Corporate SocialResponsibility Policy) Rules 2014 is enclosed as Annexure III.

23. Corporate Governance Report standards The Company is of Corporate Governanceand adhere to the Corporate Governance requirements set out by SEBI. The report onCorporate Governance as stipulated under the SEBI (LODR) Regulations forms an integralpart of this Report and the same is attached to this report as Annexure IV. Therequisite certificate from BSR & Associates LLP Chartered Accountants confirmingcompliance with the conditions governance is also attached with the Corporate GovernanceReport.

24. Management Discussion and Analysis

The Management Discussion and Analysis Report is annexed and forms part of theDirectors' Report (Annexure V).

25. Business Responsibility Report

Business Responsibility Report for the year under review as stipulated underRegulation 34(2)(f) of SEBI (LODR) Regulations is attached with this report (AnnexureVI).

26. Particulars of loans guarantees and investments and other stakeholders Theparticulars of loans given guarantees provided and investments made by the Companypursuant to Section of the Companies Act 2013 for the year ended 31st March 2018 areprovided in Notes to the financial statements.

27. Conservation of energy technology absorption foreign exchange earnings and outgo technologyThe informationon conservation absorption to Section 134 (3) (m) and Rule 8 (3) of TheCompanies (Accounts) Rules 2014 is enclosed (Annexure VII).

28. Particulars of Employees

The particulars of employees in accordance with the provisions of Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and ofManagerial Personnel) Rules 2014 is Remuneration enclosed (Annexure VIII). As on31st March 2018 the Company has 639 permanent employees.

Details of employeeremunerationas required under provisions of Section197(12) of theCompanies Act 2013 read with Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered workinghours 21 days before the Annual General Meeting and shall be made available to anyShareholder on request. Such details are also available on your Company's websitehttp://www.wonderla.com/investor-relations/annual-reports.html

29. Employee Stock Option Scheme

Your Company has an Employee Stock Option Scheme viz. Employee Stock Option Scheme(ESOS) 2016 and the same is in line with the provisions of SEBI (Share Based EmployeeBenefits) Regulations 2014. The Company has received a certificate from the StatutoryAuditor of the the Scheme has been implemented in accordance with the SEBI (Share BasedEmployee Benefits) Regulations 2014 and the resolution(s) passed by the Members of theCompany. The certificate would be placed at inspection Relevant disclosures pursuant toRule 12 (9) of the Companies (Share Capital and Debentures) Rules 2014 and Regulation 14of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 and the same is attached to this report as Annexure IX.

30. Variations in market capitalization of the Company

The Equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) andNational Stock Exchange of India Limited (NSE). The market capitalization of the Companyas on March 31 2018 was Rs. 1930.06 Crores as against Rs.

2186.86 Crores as on March 31 2017. The closing price of Company's equity shares onBSE and NSE as of March 31 2018 was Rs. 340.85 and Rs. 341.60 respectively.

31. Appreciation

Your Directors greatly acknowledge and place on record their appreciation for thesincere services rendered by employees of the Company at all levels. Your Directors alsowish to place on record their appreciation for the valuable co-operation and supportreceived from the various Government Authorities the Banks / Financial such as memberscustomers and suppliers among others. 186 Your Directors also commend the continuingcommitment and dedication of the employees at all levels which has been critical for theCompany's success. Your Directors look forward to their continued support in future aswell.

For and on behalf of the Board of

Wonderla Holidays Limited

M. Ramachandran foreign exchange earnings and outgo pursuant

Chairman

Place : Bangalore

Date : 26th May 2018