Dear Members,

The Board of Directors are pleased to present the Company’s Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March 2018.

Standalone Financial Results (Rs. in Lakhs)

Note:

a. Figures for the Financial Year have been restated as per IND-AS and therefore may not be comparable with Financials for 2016-17 approved by the Board of Directors and disclosed in the Financial Statement of previous year.

State of Company Affairs as on March 31, 2018

During the year under review the Total Income was Rs. 4880 lakhs as against Rs.4693 lakhs in the corresponding previous year registering a growth of approximately 4%. Cumulative income from Main Park and Water Park taken together was Rs.3288 lakhs, Income from Projects was Rs.177 lakhs. Income from Food & Beverage and Recreation Facilities was Rs.1293 Lakhs and Merchandising income stood at Rs.11 Lakhs. Income from Branding &Sponsorship &Miscellaneous Income was Rs.502 lakhs. Net Revenue from Operations as on March 31, 2018 was Rs.4699 lakhs.

The overall annual footfall of the Park including Bowler’s Den, Nicco Super Bowl and Other Recreation Facilities was 12.16 lakhs compared to 12.14 lakhs in 20i6-i7.The footfall at the water park decreased marginally from 3.18 lakh to 3.13 Lakhs visitors. Cumulative Per Capita Contribution in Main Park and Water Park was Rs.274 during the financial year 2017-2018.

Inspite of intense competition from Eco Park, Science City & Alipore Zoological Garden(Zoo) during the peak months from December, 2017 to February, 2018, the Profit Before Tax stood at Rs.887 lakhs a marginal increase of around 6% compared to previous financial year attributed to the aggressive marketing, healthy increase in the sale of Food & Beverage and change in pricing policy.

Consequent to the roll out the Goods and Services Tax (GST) with effect from July 1, 2017 your company also adopted the single tax regime and accordingly attuned its systems & processes to be GST compliant.

The benefits on rationalization of Indirect Tax rates hitherto applicable to the amusement park industry vis-a-vis unified rates in GST environment, was passed to our visitors in form of reduction of ticket price on entry & rides.

Your company successfully implemented a new ticketing software and also changed the operation of the main food court from franchise model to Nicco Park managed. Your company has also introduced RFID bands in the water park on test basis for operating digital lockers for safe keeping of the belongings as well as for food outlet in the water park area. The same RFID bands come with the option of loading cash into it so that visitors can freely move around and enjoy amenities like food while being cashless inside our park.

In order to increase the entertainment value to our visitors your company added novelties in form of new rides and attractions. The new ‘Happy Circus Mirror Maze’(Mirror Maze)was inaugurated by the children visitors in presence Sheroo & his friends on December 15, 2017 in a gala event at ‘Nicco Parks’. The Mirror Maze is integrated with great illusion through multiple reflections and intricate design that baffles and misleads one to create a fascinating and unforgettable experience. The Mirror Maze attained popularity among all age group of our visitors.

Your company also added two new rides in the water park namely the ‘Water Toy Ride’ and ‘Rainbow Slide’ both were well received by the visitors.

Dividend & Transfer to Reserves

The Board of Directors of the Company at its meeting held on 9th February, 2018, declared and paid an Interim Dividend for the financial year ending 31st March, 2018 to the shareholders of the Company @ 15% per Equity Share (0.15 paisa on an Equity share of par value of Rs.1 each) on 4,68,00,000 equity shares amounting to Rs.70.20 lakhs and the Interim Dividend was paid to those shareholders whose name appeared in the Register of Members as on February 23, 2018. The total dividend for the year ended March 31, 2018 will be 0.15 paisa per equity share of face value of Rs.1/- each.

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account, hence no amount has been transferred to Reserves.

Consolidation of Financial Statements

In addition to the Standalone Financial Statements, we have in accordance with Section 129(3) of the Companies Act, 2013 and IND-AS prepared Consolidated Financial Statements of the Company for all its associates, namely Nicco Jubilee Park Ltd., Nicco Parks Leisure Projects Pvt. Ltd., & Nicco Engineering Services Limited which forms part of this Annual Report. A separate statement in the Form AOC-1, containing the salient features of the financial statements of such Associate Companies prepared pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, is appended as (Annexure - I) to this Directors’ Report.

Board of Directors

1. Composition of the Board

Your Company’s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

As on 31st March, 2018, the Board of Directors comprised twelve members, of whom eleven were Non-Executive and one Executive. Presently, there are six Independent Directors & one woman Director & three Nominee Directors on the Board. The Non-Executive Directors are eminent professionals, drawn from amongst persons with experience in business and industry, finance, law and public enterprises.

2. Meetings

Five meetings of the Board of Directors were held during the financial year ended 31st March, 2018. These were held on: (i) 17.04.2017, (ii) 10.05.2017, (iii) 07.08.2017, (iv) 02.11.2017& (v) 09.02.2018.

Director’s Responsibility Statement

Pursuant to clause (c) of sub-section (3) and sub-section (5) of section 134 of the Companies Act, 2013, your Directors state 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 31.03.2018 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.

Human Resources

Ours is a continuous quest to offer the finest guest experience and we are constantly reinventing ourselves in a sector that is on the move. People power is one of the pillars of our success. There is a well-calibrated reward and recognition mechanism bringing in meritocracy. Learning and development Initiative for employees are greatly emphasized to enable all round good performance by individuals.

Encouraging cordial working relation and maintaining good industrial relations have been the philosophy and endeavour of the HR Department. Statutory compliances related to labour laws have been followed with due emphasis.

Your company firmly believes that its greatest strength lies in the quality of its manpower and the competence and commitment of its people 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 are served by bright, enthusiastic and committed employees who anticipate guests needs and deliver exceptional service with genuine warmth.

Industrial relations continued to remain cordial throughout the year. As on 31st March, 2018, the number of people employed by the Company was 232.

Nomination & Remuneration Policy

The remuneration policy is aimed at rewarding performance based on review of achievements on a regular basis. The remuneration policy is in consonance with the requirements of section 178 of the Companies Act, 2013 & Rules thereto and the existing industry practice.

The Non-Executive & Independent Directors draw sitting fees at the rate of Rs. 12,500/- for attending each meeting of the Board or Committee thereof. The sitting fees were revised by the Board in respect of all meetings held after 9th February, 2018. Other than sitting fees the Non-Executive & Independent Directors do not draw any remuneration from the Company.

The components of the total remuneration vary for different levels and are governed by industry pattern, practice, qualification and experience of the employees and responsibilities handled by them.

The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution.

The company’s policy on the appointment of the Directors & Senior Management and the remuneration for the Directors, Key Managerial Personnel and other employees can be referred to at the Website of the Company https://niccoparks.com/wp-content/uploads/formidable/32/Nomination-Remuneration-Committee.pdf

Risk Management & Mitigation

Risk Management is the process of identification, assessment and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate / control the probability and /or impact of unfortunate events or to maximize the realization of opportunities. The Company had all along been conscious of the risks associated with the nature of its business. The Company has identified various risks faced by the Company from different areas. The Company already has a Risk Management Framework for laying down procedures to inform the Board members about the risk assessment and minimization procedures. The Board has adopted a risk management policy in consultation with various functional heads to identify, assess and mitigate the major areas of risk associated with the business of the Company. Appropriate structures are present so that risks are inherently monitored and controlled. Risk identification, risk assessment and risk treatment procedures for all functions of the Company are reviewed on an ongoing basis.

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

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 terms of 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 Related Party Transactions. The policy on RPTs, as approved by the Board, is available on the Company’s website at https://niccoparks.com/wp-content/uploads/formidable/32/Related-Party-Transaction-Policy.pdf.

As there was no material related party transaction entered by the Company during the Financial Year 2017-18 as per Related Party Transactions Policy, no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Declaration By Independent Directors

Mr. Sunil Mitra, Mr. Anand Chatrath, Mr. Sujit Poddar, Mr. Tapan Chaki, Mr. Subodh Kumar Bhargava & Mr. Deepak Indernarayen Premnarayen, being Independent Directors of the Company have confirmed that they meet the criteria of Independent Directorship as laid down in section 149(6) of the Companies Act, 2013 and the rules made thereunder and the listing regulations which has been noted by the Board.

Directors

Appointment/Re-Appointment/Cessation

There has not been any appointment/cessation during the year under review and the composition of the Board of Directors remained unchanged during the F.Y. 2017-2018.

Ms. Pallavi Priyadarshini Kaul (DIN: 00065449), Vice-Chairperson, Non-Independent & Non-Executive Director (Nominee of Nicco), retires by rotation at the forthcoming Annual General Meeting and being eligible seeks re-appointment.In compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with the Secretarial Standard on General Meetings (SS- 2) issued by the Institute of Company Secretaries of India (ICSI), the particulars of Ms. Pallavi Priyadarshini Kaul (DIN: 00065449), is mentioned in the Annexure - A to the Notice convening the 29th Annual General Meeting of the Company.

Key Managerial Personnel (KMP)

In addition to Mr. Abhijit Dutta, Managing Director & CEO, Mr. Pankaj Kumar Roy, Vice President & CFO and Mr. Rahul Mitra, Company Secretary & Vice-President, the Board of Directors ofthe Company at its meeting held on February 9, 2018 designated Mr. Rajesh Raisinghani, Senior Vice-President - Operations, Marketing and F&B, as a KMP.

Internal Financial Controls

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

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weaknesses in design or operation was observed. The Internal Financial Control systems and procedures and their effectiveness are audited and reviewed on regular basis and monitored by the Audit Committee of the Board of Directors of the Company on a periodic basis.

Investments

Nandan Park Limited - Dhaka, Bangladesh

Nandan Park Limited registered a net profit after tax of BDT 49.38 lacs during the accounting year July 2016 to June 2017.

Nicco Jubilee Park Limited - Jamshedpur, Jharkhand

Jamshedpur, being an important industrial township, Nicco Jubilee Park within the premises of the popular Jubilee Park draws a fair number of visitors. The Net Profit after Tax for the year 2017-2018 was Rs.17.77 lakhs, although the company continues to earn cash profit, yet the net worth of the Company remains negative due to huge accumulated losses, on account of arrear entertainment tax and penalty thereof, which remain an impediment to the growth of this company. Mr. Abhijit Dutta is also designated as the Managing Director of Nicco Jubilee Park Limited.

Nicco Engineering Services Limited - Kolkata, West Bengal

Nicco Engineering Services Limited is engaged in the business of providing engineering services. The Company registered a Net Profit after Tax of Rs.587.11 Lakhs for the year 2017-2018.

Nicco Parks Leisure Projects Private Limited - Kolkata, West Bengal

To support your company’s future growth and expansion through acquisitions, participation in future joint venture projects for amusement parks and water parks, your company has floated this Special Purpose Vehicle (SPV).

Share Capital

The paid up Equity Share Capital as at 31st March, 2018 stood at Rs.468.00 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Fixed Deposits

Your Company has not accepted any deposits from the public falling with in the ambit of section 73 of the Companies Act,20i3 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 investments under 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 with differential voting rights, has not issued any Sweat Equity Share and has not provided any Stock Option Scheme to its employees, during the year under review.

Statutory & Legal Matters

There has been no significant and/or material order(s) passed by any regulators/Courts/Tribunals impacting the going concern status and the Company’s operations in future.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2018 under Sections 129, 133 and Schedule III (Division II) to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Ammendment 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 March, 2018, further, in accordance with the Rules, the company had also restated it’s Balance Sheet as at 1st April, 2016 as per Ind-AS and the figures for the year ended 31st March, 2017 is as per Ind-AS.

Material Changes & Commitments Occurring after the end of Financial Year

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

Change In Nature of Business

There has been no change in the nature of business of the Company during the financial year 2017-18.

Conservation of Energy & Technology Absorption

In view of long-run sustainability your Company’s triple bottom line approach on economic, environmental and social returns had made the company more environmental conscious and it is now committed towards minimizing carbon foot-print and green house effects.

Although the operations of the company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels and also for utilizing alternate sources of energy. Your Company is adopting various steps for the conservation of energy by adhering to strict norms it has prepared in ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System), 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 these are 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 framed thereunder read with Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated.

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

During the year under review, none of the Directors / employees / business associates/ vendors was denied access to the Chairman of the Audit Committee. The said policy is available on the Company’s website at https://niccoparks.com/wp-content/uploads/formidable/ WHISTLE-BLOWER-POLICY.pdf

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-i and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the company. The Company has in place proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing

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 fees to all the Stock Exchanges for Financial Year 2018-19.

Foreign Currency Earnings & Outgo

While there have been foreign visitors to the Park, no separate record is kept of earnings 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 currency earnings. The total Foreign currency used during the financial year ended 31st March, 2018 was Rs.1,09,70,653 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There were nil complaints received during the year under review.

Performance Evaluation

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section i34(3)(p) and Schedule IV of the Companies Act, 2013.

According to Regulation of 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 09th February, 2018, 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 information between the Company management and the Board and also to review the overall performance of the Board. The Board thereafter in its meeting held on the same day evaluated the performance of the Independent Directors.

Auditors and Auditor’s Report

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away vide notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 10th August, 2016.

Your Company’s statutory auditors, Messrs, Singhi & Co, Chartered Accountants, Kolkata have confirmed that they are not disqualified from continuing as Auditors of the Company.

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 i34(3)(ca) of the Act.

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

Audit Committee

The Audit Committee comprises of four Directors, majority of the Directors are Independent Directors. During the year under review all the recommendations made by the Audit committee were accepted by the Board.

Cost Records

Your Company is not required to maintain Cost Records as specified by the Central Government 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 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/wp-content/uploads/formidable/CORPORATE-SOCIAL-RESPONSIBILITY.pdf

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, for the year ended March 31, 2018, the Company was required to spend Rs.15.03 lakhs in its CSR funds. Details of the project undertaken under CSR and expenses incurred during the year forms a part of the Report in Annexure II.

Secretarial Audit

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 Practice, was appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor forms part of this Annual Report. The report does not contain any qualifications, reservation or adverse remark or disclaimer.

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-3 is annexed to this Board’s Report and marked as Annexure III.

Extract of Annual Return

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

Particulars of Employees & Related Disclosures

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 - V. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the information on employee’s particulars is being sent to the members which is, however, available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

Management Discussion & Analysis Report

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 - VI.

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 2017-2018 in Annexure - VII.

Green Initiatives

To support the ‘Green Initiative’, Members who have not registered their email addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Acknowledgement

Your Directors are thankful to the members and investors for their confidence and continued support. Your Board would like to thank the Management of the company and also thank the nominated Directors on the Board and the major Shareholders for their complete support in smooth operations of your Company. Your Board is very grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. The Directors would like to express their gratitude for the support from all its customers, suppliers, bankers and vendors.

Your Directors acknowledge with gratitude the co-operation and assistance received from State Government departments and other agencies during the period under review, viz., West Bengal Industrial Development Corporation Limited, West Bengal Tourism Development Corporation Limited, HDFC Bank, AXIS Bank, Allahabad Bank, State Bank of India,Bandhan Bank,Small Industries Development Bank of India (SIDBI),Tourism Finance Corporation of India Limited (TFCI)and Bidhan Nagar Municipality.

Your Directors place on record their appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

For & on behalf of the Board of Directors

Registered Office: NICCO PARKS & RESORTS LIMITED

‘Jheel Meel’, S/d S/d

Sector IV, Salt Lake City, A. R. Bardhan Abhijit Dutta

Kolkata - 700 106 Chairman Managing Director & CEO

DIN-03176641 DIN:-00233374

Date:09.08.20i8