Nicco Parks & Resorts Ltd

Dear Members,

The Board of Directors of Nicco Parks & Resorts Limited are pleased to present the Director's Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2024. This report provides an overview of the Company's operations, financial performance and key developments during the year.

Standalone & Consolidated Financial Results

(Rs. in lakhs)

The success of our amusement park is fundamentally linked to the number of visitors we attract annually, with footfall serving as a critical measure of our operational performance. In the financial year 2023-2024, we observed a 15% decrease in footfall, with visitor numbers falling from 14.45 lakh in 2022-2023 to 12.24 lakh in the current year. This decline represents a return to pre-COVID attendance levels, following the exceptional increase seen in the previous year. The surge in 2022-2023 was largely driven by pent-up demand for leisure and entertainment in the wake of the pandemic, resulting in an unusually high level of visitor engagement.

Despite this year's reduction in footfall, the trend towards stabilization reflects a normalization of visitor patterns as we adjust to the evolving dynamics of the leisure and entertainment industry. On a positive note, we are pleased to report a modest 6% increase in total revenue compared to the previous year, highlighting our continued resilience and ability to adapt in a changing market.

In the fiscal year 2023-2024, your company recorded a total income of Rs. 8,348 lakhs. Entry and rides brought in Rs. 5091 lakhs, while other recreational facilities generated Rs. 580 lakhs. The food and beverage segment contributed Rs. 1099 lakhs, and waterpark rental sales added Rs. 274 lakhs. Other income was Rs. 415 lakhs, and project income amounted to Rs. 218 lakhs.

Despite a drop in footfall, your company attained on Standalone basis a PBT (Profit Before Tax) of Rs.2876 lakhs and a PAT (Profit After Tax) of Rs. 2088 lakhs. The Consolidated PBT & PAT were Rs.3379 lakhs & Rs.2476 lakhs respectively.

To enhance the entertainment value for our visitors, your company introduced two exciting new rides and attractions. On April 7, 2024, two thrilling water slides, "Aqua Drop" and "Aqua Curl," were inaugurated at the waterpark. The Aqua Drop is designed for adrenaline enthusiasts, offering a heart-pounding experience that begins with a sudden drop from a chamber at the top, sending riders on a high-speed descent that culminates in a thrilling finish. The Aqua Curl, with its twists and turns, provides young adventurers with an unforgettable ride, combining excitement with safety. Both slides have been carefully crafted to deliver exhilarating experiences that leave visitors eager for more.

These water rides promise an extraordinary and breath-taking experience for thrill-seeking visitors. The addition of these slides is expected to significantly enhance visitor and customer satisfaction, further solidifying the water park's growth and success.

The Board of Directors declared and paid four interim dividends during the financial year 2023-2024. These dividends were distributed at rates of 50% (0.50 paise per share of face value Rs. 1), 30% (0.30 paise per share of face value Rs. 1), 20% (0.20 paise per share of face value Rs. 1), and 50% (0.50 paise per share of face value Rs. 1) for the first, second, third, and fourth quarters, at its meetings held on 14th August, 2023, 9th November, 2023, 13th February, 2024 and 3rd May, 2024, respectively.

The four interim dividends for the financial year March 31, 2024, aggregates to 150% per equity share (1.50 paisa on an Equity share of par value of Re. 1 each). The payout towards the Interim Dividends for the Financial Year 2023-2024, aggregates to Rs. 7,02,00,000.

During the year under review no amounts were transferred to Reserves.

In compliance with Section 129(3) of the Companies Act, 2013, read along with Rule 5 of the Companies (Accounts) Rules, 2014, and IND-AS, we have prepared Consolidated Financial Statements in addition to the Standalone Financial Statements. These Consolidated Financial Statements include all our associate companies namely Nicco Jubilee Park Limited, Nicco Parks Leisure Projects Private Limited and Nicco Engineering Services Limited and form an integral part of this Annual Report. Additionally, a separate statement in Form AOC-1, highlighting the key features of the financial statements of these Associate Companies, has been prepared in accordance with Rule 5 of the Companies (Accounts) Rules, 2014, and is included within the Financial Statement section.

1. Composition of the Board

The composition of your company's Board complies with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Articles of Association. The Board is well-structured, bringing together a diverse array of expertise, knowledge, and experience that aligns with the company's operations.

As of March 31, 2024, the Board of Directors consisted of eleven members, with ten serving as Non-Executive Directors and one as an Executive Director. The Chairperson of the Board represents the Government of West Bengal, Department of Tourism, alongside two other nominees from the West Bengal Industrial Development Corporation Ltd (WBIDCL) and the West Bengal Tourism Development Corporation Ltd (WBTDCL). The Managing Director & CEO is the sole Executive Director on the Board. Furthermore, the Board comprises six Independent Directors, including one-woman Independent Director.

Each Director brings valuable expertise, having been carefully selected from diverse fields such as business, industry, finance, law and administration.

The details of the attendance of the directors in the meetings held during the Financial year 2023-2024 are mentioned hereinbelow:-

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

Notes:

1. The Company received a fresh nomination for Ms. Nandini Chakravorty, IAS, through Notification No: 176-TM-15013(99)/9, dated 06.04.2023. Ms. Chakravorty, IAS, was appointed as a Nominee of the Government of West Bengal, Department of Tourism, replacing the outgoing Chairman & Nominee Director, Dr. Saumitra Mohan, IAS. The Board also designated Ms. Chakravorty as Chairperson of the company. Her appointment as a Nominee Director & Chairperson on the Board became effective on May 29, 2023.

2. The Company was in receipt of a Notification from Government of West Bengal, Personnel & Administrative Reforms Department, IAS Cell, Nabanna, No. 802-PAR(IAS)/7P-214/2011, dated May 17, 2023 intimating the transfer of Mr. Ritendra Narayan Basu Roy Choudhury, IAS designated as Director Tourism & Managing Director, WBTDCL. The aforesaid notification also mentioned that Mr. Ramapadhran Arjun, IAS was appointed as Director Tourism & Managing Director, WBTDCL in place of outgoing, Mr. Ritendra Narayan Basu Roy Choudhury, IAS. His appointment as a Director on the Board became effective on May 29, 2023.

3. Mr. Abhijit Dutta, Managing Director & CEO retired from the services of the company upon superannuation, on 30.06.2023.

4. Mr. Rajesh Raisinghani was appointed as Managing Director & CEO, effective 01.07.2023.

5. Ms. Vandana Yadav, IAS relinquished her office as Nominee Director of West Bengal Industrial Development Corporation Limited with effect from 23.02.2024.

6. Mr. Ramapadhran Arjun, IAS, relinquished his office as Nominee Director of West Bengal Tourism Development Corporation Limited with effect from 03.05.2024.

Four meetings of the Board of Directors were held during the financial year ended 31st March, 2024. These were held on: (i) 29.05.2023 (ii) 14.08.2023 (iii) 09.11.2023 & (iv) 13.02.2024 respectively.

2. Committees of the Board

As of March 31, 2024, the Board had five committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the New Projects Committee, and the Stakeholders Relationship Committee. The majority of these committees are composed entirely of Independent Directors. Throughout the year, all recommendations made by these committees were approved by the Board. A complete list of Committee members is available on our company's website at https://niccoparks.com

The details of the attendance of the directors in the Committee meetings held during the Financial year 2023-24 are mentioned herein below:-

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

(AC^*1 = Audit Committee, NRC^*2 = Nomination & Remuneration Committee, CSR^*3 = Corporate Social Responsibility Committee, SRC^*4 = Stakeholders Relationship Committee.)

1. New Projects Committee comprises of four Directors namely; Mr. Anand Chatrath, Chairman & Independent Director, Mr. Sujit Poddar, Independent Director, Mr. Tapan Chaki, Independent Director & Mr. Abhijit Dutta, Managing Director & CEO. The committee did not hold any meeting during the year under review. During its meeting on May 3, 2024, the Board passed a resolution to dissolve the New Projects committee.

2. Ms. Nandini Chakravorty, IAS, Dr. Saumitra Mohan, IAS, Ms. Vandana Yadav, IAS, Mr. Ritendra Narayan Basu Roy Choudhury, IAS, Mr. Ramapadhran Arjun, IAS and Prof. Ashok Banerjee, are/were not on any of the Committees of the Board.

3. Mr. Abhijit Dutta, Managing Director & CEO retired from the services of the company upon superannuation, on 30.06.2023 and consequently ceased to be a member of the Stakeholders Relationship Committee.

4. Mr. Rajesh Raisinghani, was appointed as Managing Director & CEO, effective 01.07.2023 and was co-opted as a Member of the Stakeholders Relationship Committee with effect from 01.07.2023.

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2024 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present Company's financial condition and results of operations.

Your Directors further confirm that—

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2024 and of the Profit of the company for the year ended on that date;

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

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

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

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

The Human Resources Management (HRM) team has been instrumental in shaping the success of our organization by expertly managing our most valuable asset i.e. our people. Their unwavering commitment to talent acquisition, development and retention has significantly contributed to our growth and the achievement of our strategic goals. With a sharp focus on fostering a positive and inclusive work environment, the HRM team has implemented a range of initiatives aimed at enhancing employee well-being and promoting a healthy work-life balance. These efforts include robust employee engagement and wellness programs designed to empower our workforce and create a sense of belonging.

Recognizing the importance of continuous learning, the HRM team has prioritized training and development programs that upskill our employees, ensuring they remain at the forefront of industry trends and innovations. Additionally, the team has been proactive in addressing employee concerns, maintaining compliance with labour laws, and nurturing harmonious employee relations, all of which are critical to sustaining a motivated and productive workforce.

As of March 31, 2024, the company proudly employs a dedicated workforce of 226 individuals. The industrial relations situation remains peaceful, reflecting the HRM team's adept handling of employee relations and their commitment to fostering a positive organizational culture.

In alignment with the recommendations of the Nomination and Remuneration Committee, the Board of Directors has implemented a comprehensive policy that governs the selection and appointment of directors and senior management personnel, as well as their remuneration. This policy is designed to ensure that the company attracts and retains individuals of the highest caliber, who are aligned with our strategic objectives and corporate values.

The remuneration policy is carefully structured to balance the interests of all stakeholders and to provide fair and competitive compensation that reflects the performance and contributions of each individual. Detailed information regarding the policy, along with the remuneration paid during the financial year, is included in the Corporate Governance section of this Annual Report for your reference.

This policy is formulated in strict accordance with Section 178 of the Companies Act, 2013, and Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders and other interested parties can access the full Nomination

& Remuneration Policy on the company's website at the following link: https://niccoparks.com/wp-content/uploads/formidable/32/ Nomination-Remuneration-Committee.pdf.

Given the nature of the Company's services, maintaining a vigilant awareness of business risks has been a continuous priority. The Company has proactively identified a range of risks across various domains and has implemented a robust Risk Management Framework to address these challenges. This framework is designed to ensure that the Board is consistently informed of risk assessment and mitigation processes.

In collaboration with functional heads, the Board conducts periodic evaluations of the Risk Management Framework, focusing on identifying, assessing and mitigating key risks associated with the Company's operations. To effectively manage these risks, the Company has established appropriate structures that inherently monitor and control potential threats. Additionally, ongoing reviews of risk identification, assessment, and treatment procedures are conducted across all functions to ensure comprehensive risk management.

The Audit Committee and the Board remain actively engaged in reviewing and refining the Risk Management Framework, ensuring it evolves in line with the changing risk landscape and continues to safeguard the Company's interests.

Throughout the year under review, all Related Party Transactions were conducted in the ordinary course of business and at arm's length. Each such transaction was pre-approved by the Audit Committee. None of these transactions were deemed material or subject to Section 188(1) of the Companies Act. As a result, the disclosure requirements under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 are not applicable for FY 2023-2024 and are not provided.

All required disclosures under Ind AS 24 are included in the Notes to the Financial Statements for the year ended March 31, 2024. The updated Related Party Transaction policy can be accessed on the Company's website at https://niccoparks.com/wp-content/uploads/formidable/32/ Related-Party-Transaction-Policy.pdf.

Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 00041438), Mr. Tapan Chaki (DIN: 002353340), Mr. Dipankar Chatterji (DIN: 00031256), Mr. Vijay Dewan (DIN: 00051164), and Ms. Nayantara Palchoudhuri (DIN: 00581440), Independent Directors of the Company, have confirmed that they satisfy the criteria for Independent Directorship as specified under Section 149(6) of the Companies Act, 2013, and the associated rules, as well as Regulations 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This confirmation has been duly acknowledged by the Board.

Prof. Ashok Banerjee (DIN: 06884670), Non-Executive Director, is due to retire by rotation at the upcoming Annual General Meeting and, being eligible, has offered himself for re-appointment.

In accordance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the details of Prof. Banerjee (DIN: 06884670) are provided in Annexure - A to the Notice convening the 35th Annual General Meeting of the Company.

During the year under review, the company received a fresh nomination letter from the Government of West Bengal, Department of Tourism, via Memo No: 176-TM-15013(99)/9, dated 06.04.2023, for the appointment of Ms. Nandini Chakravorty, IAS (DIN: 01281290), as Nominee Director, replacing the outgoing Director, Dr. Saumitra Mohan, IAS. Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors appointed Ms. Nandini Chakravorty, IAS (DIN: 01281290), as Nominee Director and designated her as the Chairperson of the Company effective from 29.05.2023.

The company also received a notification from the Government of West Bengal, Personnel & Administrative Reforms Department, IAS Cell, Nabanna, No. 802-PAR(IAS)/7P-214/2011, dated May 17, 2023, informing of the transfer of Mr. Ritendra Narayan Basu Roy Choudhury, IAS, who was designated as Director of Tourism & Managing Director, West Bengal Tourism Development Corporation Limited (WBTDCL). The notification further stated that Mr. Ramapadhran Arjun, IAS, (DIN: 10191077) was appointed as Director of Tourism & Managing Director, WBTDCL, replacing the outgoing Director, Mr. Ritendra Narayan Basu Roy Choudhury, IAS. Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors appointed Mr. Ramapadhran Arjun, IAS (DIN: 10191077), as a Nominee Director of WBTDCL, effective May 29, 2023. The Nomination of Mr. Rampadhran Arjun, IAS (DIN:10191077) was withdrawn by the Nominating authority on 03.05.2024, consequently Mr. Arjun ceased to be a Director of the company.

Ms. Vandana Yadav, IAS (DIN: 02202329), relinquished her position as Nominee Director of West Bengal Tourism Development Corporation Limited and resigned from the Board of Directors of the Company, effective from 23.02.2024.

Mr. Abhijit Dutta, Managing Director & CEO, retired on 30.06.2024. Following his retirement and based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board of Directors appointed Mr. Rajesh Raisinghani (DIN: 07137479) as an Additional Director of the company and designated him as the Managing Director & CEO, effective July 1, 2023.

Mr. Dipankar Chatterji (DIN: 00031256), Non-Executive Independent Director, has submitted a declaration confirming that he meets the criteria for an Independent Director. The shareholders of the company re-appointed Mr. Chatterji (DIN: 00031256) as a Non-Executive Independent Director, not liable to retire by rotation for a second term of five continuous years to hold office from 26.07.2024 to 25th July, 2029 vide a Postal Ballot notice dated May 03, 2024.

Additionally, the company has received a nomination letter from the Government of West Bengal, Department of Tourism, via Memo No: 176-TM-15013(99)/9, dated 06.04.2023, for the appointment of Ms. Roshni Sen, IAS (DIN: 01281290), as Nominee Director, replacing the outgoing Director, Ms. Vandana Yadav, IAS (DIN: 02202329).

Based on the recommendations of the Nomination & Remuneration Committee (NRC) and in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Board of Directors of the company proposed an ‘Ordinary Resolution' for the appointment of Ms. Roshni Sen, IAS (DIN: 10551767), as a Nominee Director of West Bengal Industrial Development Corporation Limited, and a ‘Special Resolution' for the re-appointment of Mr. Dipankar Chatterji (DIN: 00031256) as an Independent Director for a second term of five years. The members approved both resolutions by a postal ballot notice dated 03.05.2024, with the requisite majority.

Mr. Abhijit Dutta retired from his esteemed role as Managing Director & CEO of Nicco Park on 30.06.2023, concluding a long and illustrious career with the company. His tenure was marked by unwavering dedication and a profound love for Nicco Park, which extended beyond mere professional commitment. Mr. Dutta's deep affection for the company was evident in the way he embraced his colleagues as an extended family, fostering a work environment characterized by warmth and camaraderie. Mr. Dutta passed away shortly after his retirement. The Board of Directors extends its heartfelt appreciation for Mr. Dutta's remarkable contributions and the indelible impact he made on Nicco Park, recognizing his legacy with great respect and admiration.

The Board formally acknowledges and expresses sincere appreciation for the significant contributions of Ms. Vandana Yadav, IAS. Her dedication and efforts have been pivotal in advancing the growth and development of our Company. Additionally, the Board wishes to place on record its deep gratitude for the substantial contributions made by Dr. Saumitra Mohan, IAS, and Mr. Ritendra Narayan Basu Roy Choudhury, IAS, which have greatly supported the progress and success of our Company.

Listed companies must obtain shareholder approval for the appointment or re-appointment of a Director to the Board at the next annual general meeting or within three months of the appointment, whichever is sooner.

To streamline this process, the Company chose to use a Postal Ballot in compliance with the Companies Act, 2013. Additionally, an electronic voting (e-voting) facility was provided to all members in accordance with Sections 108 and 110 and other relevant provisions of the Companies Act, 2013, and the associated Rules.

During the year under review, a Postal Ballot notice dated May 29, 2023, was issued to seek members' approval for an Ordinary Resolution concerning the appointment of Ms. Nandini Chakravorty, IAS (DIN: 01281290), Mr. Ramapadhran Arjun, IAS (DIN: 10191077), and Mr. Rajesh Raisinghani (DIN: 07137479) as Directors on the Company's Board. Additionally, the notice sought approval for the appointment of Mr. Rajesh Raisinghani (DIN: 07137479) as Managing Director & CEO, effective July 1, 2023 and the resolution was passed by the members with requisite majority on 25.08.2023.

Following the Nomination & Remuneration Committee's recommendations and in line with SEBI regulations, the Board proposed an ‘Ordinary Resolution' for appointment of Ms. Roshni Sen, IAS (DIN: 10551767), as a Nominee Director of West Bengal Industrial Development Corporation Limited, and a ‘Special Resolution' for Mr. Dipankar Chatterji (DIN: 00031256) to be re-appointed as an Independent Director for a second five-year term. Both resolutions were approved by the members through a postal ballot notice dated 03.05.2024, with the requisite majority on 10.07.2024.

Your company has established a robust system to ensure that financial and operational information is accurately recorded and that all internal controls, regulations, and statutes are adhered to. The internal financial control systems and procedures are well-suited to the company's size and business model. These measures are designed to optimize resource use, safeguard company assets, ensure accurate financial reporting, and maintain compliance with statutory requirements and company policies.

The current system promotes the efficient and orderly conduct of business, including adherence to policies, asset protection, fraud prevention and detection, accuracy of accounting records, and the timely preparation of reliable financial information. Notably, there were no incidents of fraud during the year under review.

The company maintains effective internal financial controls concerning its financial statements. These controls were evaluated throughout the year, with no material weaknesses in design or operation identified. The effectiveness of these systems and procedures is regularly audited, reviewed, and monitored by the Audit Committee of the Board of Directors.

The Company has three unlisted associate companies: Nicco Jubilee Park Limited, Nicco Engineering Services Limited and Nicco Parks Leisure Projects Private Limited, as defined under Section 2(6) of the Act. Additionally, the Company maintains an investment in Nandan Park Ltd, which operates an amusement park in Dhaka, Bangladesh.

In accordance with Section 129(3) of the Act and Rule 5 of the Companies (Accounts) Rules, 2014, a statement highlighting the key features of the financial statements of the Company's associates is included in Form AOC-1, attached to the Company's financial statements.

As of March 31, 2024, the paid-up share capital was Rs. 468 lakhs. During the year under review, the company did not issue shares with differential voting rights, nor did it grant any stock options or sweat equity. Additionally, as of March 31, 2024, none of the Directors of the Company held any instruments convertible into equity shares.

Your Company has not accepted any public deposits that fall under the provisions of Section 73 of the Companies Act, 2013, and the associated rules.

During the year under review, your company did not provide any loans, guarantees, or make any investments under Section 186 of the Companies Act, 2013.

During the year under review, the Company did not undertake any share buybacks, issue shares with differential voting rights, issue Sweat Equity Shares, or implement any Stock Option Scheme for its employees.

No significant or material orders have been issued by any regulators, courts, or tribunals that would affect the Company's going concern status or future operations.

The Company has prepared its Financial Statements for the fiscal year ending March 31, 2024, in accordance with Sections 129, 133, and Schedule III (Division II) of the Companies Act, 2013, as well as the Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company has adopted Indian Accounting Standards (referred to as ‘Ind-AS') effective April 1, 2017, for all periods up to and including the year ended March 31, 2024.

According to the Joint Sector Agreement (JSA) dated February 23, 1990, between The National Insulated Cable Company of India Limited (now Nicco Corporation Limited) (NCL under liquidation), West Bengal Tourism Development Corporation Limited (WBTDCL), and West Bengal Industrial Development Corporation Limited (WBIDCL), the Company's land used for the Amusement Park and F&B and other recreational operations was allocated to the Company for an initial period of 33 years, with an option for renewal for two additional terms.

However, due to the liquidation proceedings against NCL, the shares held by them have been transferred, rendering the JSA ineffective and inoperative. Additionally, the first 33-year lease term, as per the agreement dated July 5, 1991, between the Governor of West Bengal and the Company, expired on February 23, 2023.

The Company has submitted an application for the renewal of the lease agreement to the Department of Tourism, Government of West Bengal, via a letter dated October 11, 2022. This application is currently under review, and the lease tenure is anticipated to be extended. In the interim, operations and related arrangements are being maintained as per the terms of the original agreement, and the audited financial statements continue to be compiled on a Going Concern Basis.

No material changes or commitments affecting the Company's financial position have occurred between the end of the financial year covered by the attached financial statements and the date of this report.

In alignment with our long-term sustainability objectives, your company has embraced a comprehensive triple bottom line approach, emphasizing economic, environmental, and social returns. This forward-thinking strategy has significantly enhanced our environmental awareness, driving our commitment to reducing our carbon footprint and mitigating greenhouse gas emissions.

Though our operations are not particularly energy-intensive, our management remains deeply committed to energy conservation. We actively seek out and implement alternative energy sources, adhering to stringent energy-saving practices across all levels of our operations. This dedication extends to maintaining an eco-friendly environment within our park, reflecting our broader commitment to sustainable and responsible management.

At present, the company does not hold any Technology Agreements.

In compliance with Section 177 of the Companies Act, 2013 and its associated rules, as well as Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has established a ‘vigil mechanism' for directors and employees. This system enables them to report genuine concerns regarding any issues related to the company's operations and conduct.

The mechanism ensures robust protection against any form of retaliation or victimization of those who utilize it and grants direct access to the Chairman of the Audit Committee. However, it is important to note that this mechanism does not absolve employees of their confidentiality obligations nor does it permit the submission of malicious or unfounded allegations.

Throughout the year under review, no Directors, employees, business associates, or vendors were denied access to the Chairman of the Audit Committee. The details of this policy are available on the Company's website at https://niccoparks.com/wp-content/uploads/formidable/ WHISTLE-BLOWER-POLICY.pdf.

The Directors affirm that the Company has adhered to the relevant Secretarial Standards, specifically SS-1 and SS-2, which pertain to ‘Meetings of the Board of Directors' and ‘General Meetings,' respectively. The Company has implemented robust systems to ensure full compliance with these Secretarial Standards as issued by The Institute of Company Secretaries of India.

Listing

The equity shares of the Company remain listed on the Bombay Stock Exchange (BSE). For the fiscal year 2023-24, the Company has duly paid the necessary listing fees to the Stock Exchange.

The Board of Directors of the Company at its Meeting held on 8^th August, 2022 approved, inter alia, a proposal for voluntary delisting of the Company's equity shares from Calcutta Stock Exchange ("CSE") only (Scrip Code: 024071) as there has been no trading in the Equity Shares of the Company listed on CSE for several years. CSE did not have nationwide trading terminal. Hence, such listing was serving no useful purpose. Accordingly, the Equity Shares of the Company were delisted from CSE only w.e.f. 31st March, 2023 in response to the application made by the Company with CSE Limited for voluntary delisting of its equity shares pursuant to Regulations 5 and 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021. The Equity Shares of the Company continue to remain listed on BSE Ltd.

Investor Education and Protection Fund (IEPF)

In accordance with the provisions of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("the IEPF Rules"), the Company is required to transfer all unpaid or unclaimed dividends to the Investor Education and Protection Fund (IEPF) established by the Government of India after a period of seven years. Additionally, shares on which dividends have remained unpaid or unclaimed by shareholders for seven consecutive years or more must also be transferred to the demat account of the IEPF Authority.

As on March 31, 2024, the Company has transferred 7,20,605 equity shares, representing 1.54% of the total paid-up share capital, to the designated demat account of the IEPF Authority. During the year under review, the Company also transferred Rs. 3,82,845 & Rs. 1,92,125 as unclaimed dividends related to FY 2015-16 (Interim and Final Dividends) & FY 2016-17 (Interim Dividends) to the IEPF Authorityrespectively.

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

Balance of Unpaid Dividend as on 1st April, 2024:-

The Park has hosted foreign visitors; however, no distinct record is kept of earnings from these visitors, as they pay entry fees and other expenses in Indian Rupees. During the financial year ending March 31, 2024, the total foreign currency expenditure was Rs. 71.07 lakhs, primarily for the purchase of components and spares. Foreign currency earnings amounted to Rs. 109.45 lakhs, generated from the sale and supply of rides and components.

The Company has established a policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). An Internal Complaints Committee (ICC) has been formed to address any complaints related to sexual harassment. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees.

During the year under review, no complaints were received.

The Company did not file any applications or have any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

The company did not obtain any new loans from Banks and Financial Institutions during the Financial Year 2023-24, nor did it make any settlements on existing loans with these institutions during this period.

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013.

According to Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors was held on 18.03.2024, to inter alia, review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and timeliness of flow of information between the Company management and the Board and also to review the overall performance of the Board.

The key objectives of the Board Evaluation process were to ensure that the Board & various Committees of the Board have appropriate composition of Directors and they have been functioning to achieve common business goals of your company.

The Directors carried out the performance evaluation in a confidential manner and provided their feedback on a rating scale. The performance evaluation feedback was collated and sent to the Chairman of Nomination & Remuneration Committee. The performance evaluation was discussed at a separate meeting of the Independent Directors held on 18.03.2024 and the summary of performance evaluation was later tabled at the Nomination & Remuneration Committee Meeting held on 25.04.2024. The Nomination & Remuneration Committee forwarded their recommendation based on the inputs received on performance evaluation to the Board of Directors at its meeting held on 03.05.2024 and the Directors were satisfied by the constructive feedback obtained from their Board colleagues.

The skills, expertise, and competencies of the Directors, as recognized by the Board, are detailed in the ‘Report on Corporate Governance' section of the Directors' Report. Ms. Nandini Chakravorty, IAS (DIN: 01281290), who serves as the Chairperson & Nominee Director, joined the Board during the Financial Year 2023-2024. Following her appointment, Ms. Chakravorty was thoroughly familiarized with the Company's business operations. She brings a wealth of skills, expertise, and competencies that align with the needs identified by the Board, and further details are outlined in the Corporate Governance Report.

Ms. Nandini Chakravorty, IAS (DIN: 01281290), and Mr. Ramapadhran Arjun, IAS (DIN: 10191077), were appointed to the Board at the meeting held on May 29, 2023, to fill the positions of the outgoing Directors, Dr. Saumitra Mohan, IAS, and Mr. Ritendra Narayan Basu Roy Choudhury, IAS, respectively. Both new Directors underwent a comprehensive orientation to understand the Company's business operations following their appointment.

Directors are appointed or re-appointed with the approval of the Members, adhering to statutory requirements as determined by the Board. It is important to note that Independent Directors are not subject to retirement by rotation.

The Independent Directors of the Company have affirmed that they meet the criteria for independence as outlined in Section 149 of the Companies Act and Regulation 16(1)(b) of the Listing Regulations 2015. Additionally, in compliance with Regulation 25(8) of the Listing Regulations 2015, they have confirmed that there are no circumstances or situations that could impair or affect their ability to discharge their duties with objective independent judgment and without external influence.

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

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

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

The Company has received consent and confirmation from Messrs. Lodha & Co, Chartered Accountants, for their re-appointment as Statutory Auditors. They have also provided a certificate confirming that their re-appointment, if approved, would comply with all conditions set forth in the Companies Act, 2013, and the Companies (Audit & Auditors) Rules, 2014, and that they are not disqualified for re-appointment. Consequently, the Board of Directors recommends the re-appointment of Messrs. Lodha & Co, Chartered Accountants, as Statutory Auditors for a term of five years.

The Audit Committee consists of three Directors, all of whom are Independent Directors. Throughout the year under review, the Board accepted all recommendations made by the Audit Committee.

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

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

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Company's official website at https://niccoparks.com.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, for the year ended March 31, 2024, the Company had spent Rs.19.00 lakhs towards its CSR obligations.

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

In accordance with Section 204 of the Companies Act, 2013, and the relevant rules, Mr. P.V. Subramanian (C.P. No. 2077; ACS-4585), Company Secretary in Whole-time Practice, was appointed as the Secretarial Auditor for the year 2023-2024. The Secretarial Auditor's report, prepared in the prescribed form no. MR 3, is enclosed as Annexure II.

As per the requirements of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, the annual return in form MGT-7 for FY 2023-2024 is uploaded on the website of the Company and the same is available on https://niccoparks.com/corporates/

Disclosure pertaining to remuneration and other details as required under 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.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Boards' Report in Annexure – IV.

Corporate Governance

The Principles of good Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges alongwith a Certificate of Compliance issued by a Practicing Company Secretary forms part of the Annual Report 2023-2024 in Annexure – V.

As a committed corporate citizen, the Company wholeheartedly supports the "Green Initiative" promoted by the Ministry of Corporate Affairs, Government of India. This initiative facilitates the electronic delivery of documents, including the Annual Report, to shareholders via the email addresses they have previously registered with depositories and registrars.

To further our commitment to environmental sustainability, we urge all members who have not yet registered their email addresses to do so with the Company's registrar and share transfer agent or depositories. This will ensure that you receive all communications, including annual reports, notices, and circulars, electronically.

In line with MCA and SEBI Circulars, please note that the Notice of the 35th AGM and the Annual Report for the financial year ending March 31, 2024, including the Audited Financial Statements for the year 2023-2024, will be sent exclusively via email to the Members. We encourage you to take this step towards a greener future.

The Board of Directors expresses heartfelt gratitude to all employees, the State Government, relevant State Departments and Agencies, Nominee Directors, Independent Directors, members, government authorities, banks, customers, and other stakeholders. Their unwavering commitment, invaluable support, and exceptional cooperation have been instrumental in the company's notable success.

We attribute this achievement to the tireless efforts and dedication of our employees, who consistently strive for excellence and exceed expectations.

We also extend our appreciation to the State Government and its Departments and Agencies for their ongoing collaboration, recognizing their essential role in our accomplishments.

Furthermore, the Board acknowledges the significant contributions of the Government Nominee Directors and Independent Directors, valuing their expertise, dedication, and commitment to the company's prosperity.

Our heartfelt thanks extend to all members, government authorities, banks, customers, and stakeholders for their invaluable encouragement and support. Their unwavering assistance is deeply valued, and the Board looks forward to continued prosperity with their ongoing support.