The Board of Directors of Nicco Parks & Resorts Limited are pleased to present the Director’s Report and the Audited Financial Statementsof the Company for the financial year ended 31st March 2025. This report provides an overview of the Company’s operations, financialperformance and key developments during the year.
PARTICULARS
Year ended
31.03.2025
(Standalone)
31.03.2024
(Consolidated)
Profit/Loss Before Interest, Depreciation & Exceptional Items
2633
3136
Less : Finance Cost
3
-
Profit/Loss before Depreciation & Exceptional Items
2630
Less : Depreciation & Amortisation Expenses
(239)
(260)
Profit/Loss before Share of Profit of Associates, Exceptional Items & Tax
239i
2876
2391
Add : Share of Profit of Associates
43°
503
Profit/Loss before Exceptional items & Tax
2821
3379
Add: Exceptional items
81
0
Profit/Loss before Tax
2472
2902
Tax Expenses/ (Credit)Less: Deferred Tax
597
788
659
903
Profit/Loss for the Year
i875
2088
2243
2476
Add: Balance of Retained Earnings Brought Forward from Previous Year
6i47
4887
7741
6092
Less: Other Comprehensive Income (OCI)
(8)
(l26)
(l25)
Net Surplus (Before Appropriations)
8014
6849
9976
00
Appropriations:
Less: Transfer to General Reserve
Less: Payment of Interim Dividends
(608)
(702)
Less: Payment of Final Dividend
Balance of Retained Earnings
7406
6147
9368
774i
During the financial year 2024-25, the Company recorded a 12.74% decline in visitor footfalls, with attendance reducing from 12.24 lakhin 2023-24 to 10.68 lakh. This moderation primarily reflects a return to pre-COVID operating levels after the exceptional surge in leisuredemand seen immediately following the pandemic. Similar trends have been reported by leading amusement and theme parks across Indiaand internationally, as the sector experiences a natural phase of normalisation after two years of unusually high growth.
On the financial front, the Company delivered a Standalone Profit Before Tax (PBT) of '2,472 lakh (as against '2,876 lakh in the Fy 2023¬2024) and a Standalone Profit After Tax (PAT) of '1,875 lakh (as against '2,087 lakh in the Fy 2023-2024). On a consolidated basis, PATstood at '2,244 lakh. The decline in profitability was primarily driven by softer park revenues and additional provisioning for lease renewal.However, it is noteworthy that the fall in profits was proportionately lower than the drop in footfalls, underscoring the Company’s resilienceand ability to protect margins through prudent cost management, operational efficiencies, and stronger contributions from ancillary segmentssuch as food & beverage, retail, and events.
To address the moderation in attendance, the Board has adopted a dual strategy: first, stimulating demand through aggressive digital andpromotional campaigns; and second, expanding the attraction base to refresh the visitor experience. A world-class ‘Steel Rollercoaster’ isscheduled to debut in the winter of FY 2025-26, followed by the launch of a ‘Snow Park’ in the summer of FY 2025-26. These marqueeattractions are expected to re-ignite visitor excitement, broaden the guest profile, and provide sustained momentum for long-term growth.
The Company’s consolidated performance was further supported by healthy contributions from its Associate and Joint Venture, with theshare of profits amounting to '430 lakh. In addition, an exceptional gain of '81 lakh from the reversal of impairment against investments inan associate (Nicco Jubilee Park Limited) provided an uplift to overall earnings.
Operationally, the Company continued to optimise its business mix. Park Operations contributed '6,093 lakh, Food & Beverage and otherrecreational facilities contributed '1,191 lakh and Consultancy, Contracts & Ride Sales contributed '218 lakh to revenues. This diversifiedrevenue model cushioned overall performance, reaffirming the Company’s strategic emphasis on sustainable growth.
The balance sheet remained robust, with Net Worth rising to '8,533 lakh on a standalone basis and '10,719 lakh on a consolidated basisas at March 31, 2025. Cash flows from operations stood at a healthy '1,600 lakh, reflecting the inherent strength of the business model.In recognition of this performance and to maintain its commitment to shareholder returns, the Board of Directors declared four interimdividends aggregating to 120% ('1.20 per share) during the year.
To further elevate the entertainment quotient, the Company also introduced a series of new attractions during FY 2024-25. On April 7, 2024,two thrilling water slides - “Aqua Drop” and “Aqua Curl” - were inaugurated at the Water Park. Aqua Drop, designed for adrenaline seekers,offers a vertical plunge into a high-speed descent, while Aqua Curl, with its twists and turns, provides a safe yet exciting ride for youngervisitors. These were complemented by the launch of the “Crazy River” on March 10, 2025, enhancing the aquatic adventure offering.
Among the most notable additions during the year was the “Spider Wheel”, introduced at the Dry Park on January 3, 2025. Perched elegantlyabove the iconic ‘Lakeside Restaurant’, this attraction is not only a family-friendly thrill ride but also offers guests serene and panoramicviews of the entire park. Its distinctive location makes it a truly one-of-a-kind experience, blending excitement with breathtaking scenery.The Spider Wheel has quickly established itself as a centrepiece attraction and is widely regarded as one of the most beautiful vantage pointswithin the park, enhancing both the leisure and visual appeal for visitors of all age groups.
Overall, FY 2024-25 reflects the Company’s ability to balance profitability with prudent financial discipline, even amid sector-wide demandnormalisation. With continued focus on visitor engagement, cost efficiency, ancillary revenue growth, and the introduction of landmark attractions,the Company remains well positioned to sustain strong financial performance and deliver long-term value creation for shareholders.
The Board of Directors declared and paid four interim dividends during the financial year 2024-2025. These dividends were distributed atrates of 35% (0.35 paise per share of face value Rs. 1), 20% (0.20 paise per share of face value Rs. 1), 25% (0.25 paise per share of face valueRs. 1), and 40% (0.40 paise per share of face value Rs. 1) for the first, second, third, and fourth quarters, at its meetings held on 9th August,2024, 14th November, 2024, 10th February, 2025 and 27th May, 2025, respectively.
The four interim dividends for the financial year March 31, 2025, aggregates to 120% per equity share (Re 1.20 on an Equity share of par valueof Re. 1 each). The payout towards the Interim Dividends for the Financial Year 2024-2025, aggregates to Rs. 5,61,60,000.
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, andIND-AS, we have prepared Consolidated Financial Statements in addition to the Standalone Financial Statements. These ConsolidatedFinancial Statements include all our associate companies—Nicco Jubilee Park Limited, Nicco Parks Leisure Projects Private Limited andNicco 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 theCompanies (Accounts) Rules, 20T4, and is included within the Financial Statement section.
During the year under review, the composition of the Company’s Board of Directors was not fully in conformity with Clause i7(i)(b) of theSEBI Listing Regulations, read with Explanation (ii) thereunder, owing to the absence of the requisite number of Independent Directorsduring the period from iith August, 2024 to 31st March, 2025. Except for this temporary non-conformity, the Board complied with theprovisions of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Articles ofAssociation of the Company.
As on March 31, 2025, the Board comprised seven Directors, of whom six were Non-Executive Directors and one was an ExecutiveDirector. The Chairperson of the Board represents the Government of West Bengal, Department of Tourism, and is joined by twonominee Directors from the West Bengal Industrial Development Corporation Ltd. (WBIDC) and the West Bengal Tourism DevelopmentCorporation Ltd. (WBTDCL). The Managing Director & CEO serves as the sole Executive Director. The Board also included threeIndependent Directors, one of whom is a woman Independent Director, thereby reinforcing the principles of diversity and governance.
The Board is well-structured, bringing together a broad spectrum of expertise, knowledge, and experience in areas such as business,industry, finance, law, and administration, ensuring alignment with the Company’s strategic direction and operational needs.
The details of the attendance of the directors in the meetings held during the Financial year 2024-2025 are mentioned hereinbelow:-
SL.
NAMES OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS
No
03.05.2024
09.08.2024
14.11.2024
10.02.2025
12.03.2025
1.
Ms. Nandini Charkravorty, IAS
Y
N
2.
Ms. Roshni Sen, IAS1
NA
3.
Ms. Vandana Yadav, IAS1
4.
Mr. Shashank Sethi, IAS2
5.
Prof. Ashok Banerjee1
6.
Ms. Nayantara Palchoudhuri
7.
Mr. Sujit Kumar Poddar4
8.
Mr. Dipankar Chatterji
9.
Mr. Vijay Dewan
10.
Mr. Tapan Chaki4
11.
Mr. Anand Chatrath4
12.
Mr. Rajesh Raisinghani
[Y=Attended, N=Absent, NA=Not Applicable]
1. The Company received a fresh nomination for Ms. Vandana Yadav, IAS, from West Bengal Industrial Development Corporation Ltd.through Letter No: WBIDC/CA/NPRL/1127, dated 19th September 2024. Ms. Yadav, IAS, was appointed as a Nominee of the WestBengal Industrial Development Corporation Limited, replacing the outgoing Nominee Director, Ms. Roshni Sen, IAS. Her appointmentas a Nominee Director on the Board became effective on November 14, 2024 and subsequently her appointment was approved by theShareholders through postal ballot on 25.01.2025.
2. The Company received a communication from the West Bengal Industrial Development Corporation Ltd. (WBIDC), vide letter No. WBIDC/CA/NPRL/3045 dated March 19, 2024, regarding a change in nomination for the position of Director Tourism and Managing Director, WestBengal Tourism Development Corporation Ltd. (WBTDCL). The letter stated that Mr. Ramapadhran Arjun, IAS, who previously held theposition, was replaced by Mr. Shashank Sethi, IAS. Mr. Sethi was appointed as Director Tourism and Managing Director, WBTDCL, and hisappointment as a Director on the Board of the Company became effective from August 19, 2024. Subsequently, his appointment was dulyapproved by the shareholders at the 35th Annual General Meeting held on September 13, 2024. However, the nominating institution laterwithdrew Mr. Sethi’s nomination. As a result, he ceased to be a Nominee Director with effect from May 27, 2025.
4. Mr. Sujit Kumar Poddar, Mr. Tapan Chaki and Mr. Anand Chatrath, Independent Directors, retired upon completion of their twoconsecutive terms of 5 years each as Independent Directors, effective August 11, 2024.
Five meetings of the Board of Directors were held during the financial year ended 31st March, 2025. These were held on: (i) 03.05.2024 (ii)09.08.2024 (iii) 14.11.2024 (iv) 10.02.2025 & (v) 12.03.2025 respectively.
As of March 31, 2025, the Board had four committees: The Audit Committee, the Corporate Social Responsibility Committee, the Nominationand Remuneration Committee and the Stakeholders Relationship Committee. The majority of these committees are composed entirely ofIndependent Directors. Throughout the year, all recommendations made by these committees were approved by the Board. A complete listof 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 2024-25 are mentioned hereinbelow: -
AC*1
NRC*2
CSR*3
SRC-t
NO
Held
Attended
Mr. Sujit Kumar Poddar
5
2
Mr. Tapan Chaki
1
Mr. Anand Chatrath
4
5 3
3 3
[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. Mr. Dipankar Chatterji, was co-opted as a Member of the Audit Committee & Stakeholders Relationship Committee with effect from03.05.2024 & 09.08.2024 respectively.
2. Mr. Vijay Dewan was co-opted as a Member of the Nomination & Remuneration Committee and assumed the Chairmanship of the AuditCommittee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee with effect from Auguest 11, 2024.
3. Ms. Nandini Chakravorty, IAS, Ms. Roshni Sen, IAS, Ms. Vandana Yadav, IAS, Mr. Shashank Sethi, IAS, and Prof. Ashok Banerjee, are/were not on any of the Committees of the Board.
4. Mr. Anand Chatrath, Mr. Sujit Kumar Poddar and Mr. Tapan Chaki ceased to hold office as Independent Directors of the Companyupon completion of their two consecutive terms of five years each with effect from August 11, 2024. Consequently, they also demittedoffice as Chairman and/or Members of the Audit Committee, Nomination & Remuneration Committee and Stakeholders RelationshipCommittee, respectively. Further, Mr. Sujit Kumar Poddar and Mr. Tapan Chaki ceased to hold office as Chairman and Member,respectively, of the Corporate Social Responsibility Committee with effect from the said date.
5. Mr. Rajesh Raisinghani, Managing Director & CEO, was co-opted as a Member of the Audit Committee with effect from 09.08.2024.
Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2025 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 relatingto material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2025 and of the Profit of the company forthe 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 provisionsof 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 areadequate 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 wereadequate and operating effectively.
The Human Resources Management (HRM) function continues to play a pivotal role in driving the success of the Company by effectivelymanaging its most valuable asset—its people. Through a strong focus on talent acquisition, development and retention, the HRM team hasmade a significant contribution towards achieving the Company’s growth objectives and strategic priorities.
With emphasis on creating a positive, inclusive and performance-driven work environment, several employee engagement and wellnessinitiatives have been undertaken to promote well-being, strengthen work-life balance and instill a sense of belonging across the workforce.The Company also accords high priority to continuous learning, and during the year, structured training and development programmes wererolled out to enhance skills and keep employees abreast of industry developments and emerging trends.
The HRM team has also remained proactive in ensuring compliance with applicable labour laws, addressing employee concerns in a timelymanner and nurturing constructive employee relations—factors that are critical to maintaining a motivated and productive workforce.
As on March 31, 2025, the Company had a dedicated team of 205 employees. The industrial relations climate remained cordial and peacefulduring the year, reflecting the HRM team’s effectiveness in building a collaborative and harmonious organizational culture.
In alignment with the recommendations of the Nomination and Remuneration Committee, the Board of Directors has implemented acomprehensive policy that governs the selection and appointment of directors and senior management personnel, as well as theirremuneration. This policy is designed to ensure that the company attracts and retains individuals of the highest caliber, who are aligned withour strategic objectives and corporate values.
The remuneration policy is carefully structured to balance the interests of all stakeholders and to provide fair and competitive compensationthat reflects the performance and contributions of each individual. Detailed information regarding the policy, along with the remunerationpaid 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 (ListingObligations 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://www.niccoparks.com/wp-content/uploads/formidable/42/Nomination-Remuneration-Committee.pdf.
Risk management remains a critical focus area for the Company, given the nature of its operations and service offerings. The Companyhas instituted a comprehensive Risk Management Framework aimed at systematically identifying, assessing and mitigating risks across allbusiness functions. This framework ensures that the Board is regularly apprised of key risks and the corresponding mitigation strategies.
In collaboration with functional heads, the Board periodically reviews the Risk Management Framework to evaluate its effectiveness andto address emerging risks that could impact the Company’s performance. Appropriate structures and processes have been put in place tocontinuously monitor potential threats and ensure timely preventive and corrective measures.
The Audit Committee, together with the Board, remains actively engaged in overseeing and refining the Risk Management Framework,ensuring that it evolves in response to the dynamic business environment and continues to safeguard the interests of the Company and itsstakeholders.
During the year under review, all Related Party Transactions were conducted in the ordinary course of business and at arm’s length, andwere duly reviewed and approved by the Audit Committee in compliance with SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. None of the transactions were classified as material or required approval under Section 188 of the Companies Act,2013. Accordingly, the disclosure requirements under Section i34(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies(Accounts) Rules, 2014, in Form AOC-2, do not apply for the financial year 2024-25. Additionally, there were no material Related PartyTransactions necessitating shareholders’ approval under Regulation 23 of SEBI (LODR).
All required disclosures under Ind AS 24 are included in the Notes to the Financial Statements for the year ended March 31, 2025. Theupdated Related Party Transaction policy can be accessed on the Company’s website at https://www.niccoparks.com/wp-content/uploads/formidable/42/POLICY-FOR-RELATED-PARTY-TRANSACTIONS.pdf.
Mr. Dipankar Chatterji (DIN: 00031256), Mr. Vijay Dewan (DIN: 00051164) and Ms. Nayantara Palchoudhuri (DIN: 00581440), IndependentDirectors of the Company, have furnished the requisite declarations pursuant to Section 149(6) of the Companies Act, 2013, read with theapplicable Rules made thereunder, as well as Regulations i6(i)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, confirming that they continue to meet the criteria of independence prescribed therein. Based on the said declarations, theBoard of Directors has taken on record and affirmed that the aforesaid Directors fulfill the conditions specified under the Companies Act,2013 and SEBI (LODR) Regulations, 2015 and are independent of the management.
The retiring Independent Directors, namely, Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 00041438) and Mr.Tapan Chaki (DIN: 00235340), ceased to hold office as Independent Directors upon completion of their two consecutive terms of five yearseach with effect from August 11, 2024, in terms of Section 149(10) of the Companies Act, 2013. Each of the retiring Directors had, prior tocessation of office, submitted their respective declarations confirming that they satisfied the criteria of independence as laid down underSection 149(6) of the Companies Act, 2013 and the applicable Rules made thereunder, as well as Regulations i6(i)(b) and 25(8) of the SEBI(LODR) Regulations, 20i5, for the period commencing April i, 2024 and ending August ii, 2024. The Board of Directors duly acknowledgedand recorded these confirmations at its meetings during the said period.
Changes During the Year - Appointment/Re-Appointment/Cessation
Ms. Nandini Chakravorty, IAS (DIN: 0i28i290), Non-Executive Director, is liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company and, being eligible, has offered herself for re-appointment. In accordance with Regulation 36(3) ofthe SEBI (ListingObligations and Disclosure Requirements) Regulations, 20i5 and the Secretarial Standard on General Meetings (SS-2) issued by the Instituteof Company Secretaries of India (ICSI), the requisite details of Ms. Chakravorty are provided in Annexure-A to the Notice convening the 36thAnnual General Meeting of the Company.
During the year under review, the Company received a fresh nomination from the Government of West Bengal, Department of Tourism,communicated through the West Bengal Industrial Development Corporation Ltd. (WBIDC) vide Letter No. WBIDC/CA/NPRL/H27 datedSeptember i9, 2024. Pursuant to this communication, Ms. Vandana Yadav (DIN: 02202329), IAS, was nominated in place of the outgoingNominee Director, Ms. Roshni Sen (DIN: i055i767), IAS. Accordingly, Ms. Yadav was appointed as Nominee Director on the Board witheffect from November i4, 2024.
Further, the Company received another communication from WBIDC, vide Letter No. WBIDC/CA/NPRL/3045 dated March i9, 2024,regarding a change in nomination for the position of Director Tourism and Managing Director, West Bengal Tourism DevelopmentCorporation Ltd. (WBTDCL). The letter conveyed that Mr. Ramapadhran Arjun (DIN: i0i9i077), IAS, who previously held the said position,was replaced by Mr. Shashank Sethi, (DIN: i0738i65) IAS. Consequently, Mr. Sethi was appointed as Director Tourism and ManagingDirector, WBTDCL, and, in that capacity, was nominated to the Board of the Company with effect from August i9, 2024. His appointmentwas subsequently confirmed by the shareholders at the 35th Annual General Meeting of the Company held on September i3, 2024. However,the nominating institution subsequently withdrew Mr. Sethi’s nomination, and he accordingly ceased to be a Nominee Director of theCompany with effect from May 27, 2025.
Prof. Ashok Banerjee (DIN: 06884670), Non-Executive Director, tendered his resignation from the Board of Directors of the Company witheffect from August 3i, 2024.
In addition, Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 0004^38) and Mr. Tapan Chaki (DIN: 00235340) retiredfrom the Board upon completion of their two consecutive terms of five years each as Independent Directors, effective August ii, 2024, inaccordance with Section i49(i0) of the Companies Act, 20i3. Further, the nomination of Mr. Ramapadhran Arjun, IAS (DIN: i0i9i077),was withdrawn by the nominating authority vide its communication dated May 3, 2024, and accordingly, he ceased to be a Director of theCompany with effect from that date.
Ms. Nayantara Palchoudhuri (DIN: 00581440), Non-Executive Independent Director, has submitted the requisite declaration confirming thatshe meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the applicable Rules framedthereunder, as well as Regulation r6(r)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on therecommendation of the Nomination and Remuneration Committee and upon due consideration, the Board approved her re-appointmentas an Independent Director of the Company for a second term of five consecutive years commencing from February 12, 2025 and endingon February 11, 2030. The said re-appointment was subsequently approved by the members of the Company by way of a Special Resolutionpassed through Postal Ballot vide Notice dated February 10, 2025, with the requisite majority on April 4, 2025.
The Board places on record its deep appreciation and gratitude for the valuable guidance, contributions, and commitment extended by Ms.Roshni Sen, IAS, Mr. Ramapadhran Arjun, IAS, Mr. Shashank Sethi, IAS, Mr. Tapan Chaki, Mr. Anand Chatrath, Mr. Sujit Kumar Poddarand Prof. Ashok Banerjee during their tenure as Directors of the Company. Their association with the Board has been instrumental instrengthening governance, advancing strategic objectives, and furthering the growth and development of the Company.
In terms of the provisions of the Companies Act, 2013, read with the applicable Rules made thereunder and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, approval of the members of a listed company is required for the appointment or re¬appointment of a Director at the ensuing Annual General Meeting or within three months from the date of appointment, whichever is earlier.
To facilitate wider shareholder participation and to ensure compliance with the aforesaid provisions, the Company sought the approval of itsmembers through the Postal Ballot process during the year under review. In accordance with Sections 108 and 110 of the Companies Act,2013, read with the relevant Rules framed thereunder, the Company provided the facility of electronic voting (e-voting) to all its members toenable them to cast their votes in a fair and transparent manner.
A notice of Postal Ballot dated May 3, 2024, was circulated to the members seeking their approval for:
• an Ordinary Resolution for the appointment of Ms. Roshni Sen, IAS (DIN: 10551767) as a Director of the Company; and
• a Special Resolution for the re-appointment of Mr. Dipankar Chatterji (DIN: 00031256) as an Independent Director of the Companyfor a further term in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015.
Both resolutions were duly approved by the members with the requisite majority on July 10, 2024.
Based on the recommendation of the Nomination and Remuneration Committee and in line with the requirements of SEBI (LODR)Regulations, the Board proposed an Ordinary Resolution for the appointment of Ms. Vandana Yadav, IAS (DIN: 02202329) as a NomineeDirector of West Bengal Industrial Development Corporation Limited. The members approved the said resolution by way of a PostalBallot conducted pursuant to the notice dated November 14, 2024, with the requisite majority on January 25, 2025.
On the recommendation of the Nomination and Remuneration Committee, the Board approved the proposal for the re-appointment ofMs. Nayantara Palchoudhuri (DIN: 00581440) as an Independent Director of the Company for a second term of five consecutive yearscommencing from February 12, 2025 and ending on February 11, 2030, in accordance with Section 149(10) and Section 149(11) of theCompanies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015. The proposal was placed before the members by way of aSpecial Resolution through a Postal Ballot notice dated February 10, 2025, and was approved with the requisite majority on April 4, 2025.
The Board of Directors records its appreciation for the continued support and confidence expressed by the members through the aforesaidresolutions, which has enabled the Company to strengthen its governance structure and Board composition in line with statutory andregulatory requirements.
The Company confirms that it has duly complied with all procedural requirements relating to Postal Ballots, including dispatch of noticesto members, publication of statutory advertisements, provision of remote e-voting facility, and submission of voting results to the StockExchanges within the prescribed timelines.
Your Company has, over the years, put in place a comprehensive and well-structured framework of internal financial controls designed to ensurereliable financial reporting, effective operational management, and strict compliance with all applicable laws, regulations, and internal policies.This framework is aligned with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, and has been suitably calibrated to match the size, scale, and complexity of the operations of Nicco Parks & Resorts Limited.
The internal control systems of the Company encompass a broad range of policies, procedures, and monitoring mechanisms, covering bothoperational and financial processes.
The internal financial controls over financial reporting have been reviewed and tested throughout the year. The management, togetherwith the Statutory Auditors and the Internal Auditors, has evaluated the design and operating effectiveness of these controls. The AuditCommittee ofthe Board provides continuous oversight, reviews the adequacy of these systems at regular intervals, and ensures that necessaryimprovements are implemented wherever required.
Based on the assessments carried out during the year, no material weaknesses in the design or operating effectiveness of internal financialcontrols were identified. The systems in place have been found to be adequate and operating effectively to ensure that the financial statementspresent a true and fair view of the affairs of the Company.
In addition to ensuring compliance and reliability, the Company views its internal financial control framework as a key enabler of long-termvalue creation. By integrating financial discipline with operational efficiency, risk management, and governance best practices, the systemnot only safeguards the Company’s current assets and reputation but also supports its broader vision of sustainable growth. These measuresprovide stakeholders with the confidence that Nicco Parks & Resorts Limited remains committed to prudent financial stewardship, ethicalconduct, and the creation of enduring value for shareholders, employees, and the community at large.
The Board of Directors therefore affirms that the Company has, during the year under review, maintained adequate internal financialcontrols with reference to financial reporting and that such controls were operating effectively as at March 31, 2025.
Pursuant to the provisions of Section 2(6) of the Companies Act, 2013 (“the Act”), the Company had three unlisted associate companies atthe commencement of the financial year under review, namely Nicco Jubilee Park Limited, Nicco Engineering Services Limited, and NiccoParks Leisure Projects Private Limited. During the course of the year, there was a change in the composition of the associates, the details ofwhich are set out below:
During the financial year under review, Nicco Park Leisure Projects Private Limited was voluntarily struck off by the Ministry of CorporateAffairs under Section 248(5) of the Companies Act, 2013. Pursuant to the order dated August 13, 2024, the company was dissolved and itsname removed from the Register of Companies.
Nicco Jubilee Park Limited
Nicco Jubilee Park Limited continues to be classified as an associate company of Nicco Parks & Resorts Limited within the meaning ofSection 2(6) of the Act. The Company exercises significant influence through its shareholding and participation in policy-level decisionsof the said entity. The primary business of Nicco Jubilee Park Limited pertains to the development, management, and operation of leisureand amusement park facilities, which remain strategically aligned with the business model and growth objectives of Nicco Parks & ResortsLimited. The association enables the Company to leverage operational synergies, technical knowledge, and brand equity in the amusementsector, thereby contributing to mutual value creation.
Nicco Engineering Services Limited remains an associate company of Nicco Parks & Resorts Limited as on March 31, 2025. The Companyis evaluating options with respect to its investment in Nicco Engineering Services Limited (NESL), with the objective of unlocking value andredeploying liquidity into its core business initiatives.
Further, the Company continues to maintain a strategic investment in Nandan Park Limited, which operates a leading amusement andleisure park in Dhaka, Bangladesh; however, this entity does not qualify as an ‘associate company’ within the meaning of Section 2(6) of theCompanies Act, 2013.
In compliance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014,a statement containing the salient features of the financial statements of the Company’s associate companies is presented in Form AOC-i,which forms part of the consolidated financial statements of the Company for the financial year ended March 31, 2025. The Board affirmsthat all requisite disclosures and filings relating to associate companies have been made in accordance with the applicable provisions of theAct and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors recognises the strategic importance of its associate companies as integral components of the broader growth andvalue-creation strategy of Nicco Parks & Resorts Limited. While the Company will continue to nurture associations that directly complementits amusement and leisure park operations, it will also take calibrated steps to rationalise its portfolio of investments, including potentialdivestments where appropriate, so as to concentrate its capital and managerial focus on its core business areas. These measures are expectedto contribute to sustainable growth, operational excellence, and long-term value creation for all stakeholders.
As of March 31, 2025, the paid-up share capital was Rs. 468 lakhs. During the year under review, the company did not issue shares withdifferential voting rights, nor did it grant any stock options or sweat equity. Additionally, as of March 31, 2025, none of the Directors of theCompany 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 theassociated rules.
During the year under review, your company did not provide any loans, guarantees, or make any investments under Section 186 of theCompanies Act, 2013.
During the year under review, the Company did not undertake any share buybacks, issue shares with differential voting rights, issue SweatEquity Shares, or implement any Stock Option Scheme for its employees.
Statutory & legal matters
No significant or material orders have been issued by any regulators, courts, or tribunals that would affect the Company’s going concernstatus or future operations.
The Company has prepared its Financial Statements for the fiscal year ending March 31, 2025, in accordance with Sections 129, 133, andSchedule 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 includingthe year ended March 31, 2025.
The Company’s amusement and recreational operations are situated on land originally allocated pursuant to the Joint Sector Agreement(“JSA”) dated February 23, 1990, executed between The National Insulated Cable Company of India Limited (now known as Nicco CorporationLimited, “NCL” - presently under liquidation), West Bengal Tourism Development Corporation Limited (“WBTDC”), and West BengalIndustrial Development Corporation Limited (“WBIDC”). Under the said JSA, the land was made available to the Company for an initial leasetenure of 33 years, with provision for renewal for two further terms of similar duration.
Following the liquidation proceedings against NCL and the transfer of its shareholding in the Company, the JSA has effectively becomeinfructuous and inoperative. The first lease term of 33 years, executed through a lease agreement dated July 5, 1991, between the Governor ofthe State of West Bengal and the Company, expired on February 28, 2023.
In anticipation of the expiry, the Company had, vide its application dated October 11, 2022, sought renewal of the lease from the Departmentof Tourism, Government of West Bengal. This application remains under active consideration, and the Company is optimistic of a favourableoutcome. Pending execution of the renewed lease, the Company continues to discharge its obligations in accordance with the terms of theoriginal agreement and has made prudent accounting provisions for lease fees and related charges, including a reasonable estimate forpotential enhancements, in line with sound accounting principles.
It is pertinent to note that all payments under the earlier lease agreement have continued to be made and expensed in the ordinary course.The Board confirms that the ongoing amusement, F&B, and allied recreational operations have been considered on a Going Concern Basis,with all associated provisions, including for depreciation, duly recognised in the financial statements.
Looking ahead, the Board believes that the renewal of the lease will not only secure continuity of operations but also unlock opportunitiesfor future expansion, reinvestment, and sustainability-linked initiatives in line with evolving industry trends and visitor expectations. Withlong-term tenure visibility, the Company will be better positioned to strengthen its asset base, enhance guest experiences, and embed greenand responsible practices into its operations—thereby driving enduring value for shareholders and stakeholders alike.
No material changes or commitments affecting the Company’s financial position have occurred between the end of the financial year coveredby the attached financial statements and the date of this report.
In keeping with its long-term vision of sustainable growth, your Company continues to align its operations with the principles of the triplebottom line, ensuring that economic progress is balanced with environmental stewardship and social responsibility. This integrated approachhas heightened organisational sensitivity to ecological concerns, strengthening our resolve to lower the carbon footprint of our operations andcontribute to the mitigation of greenhouse gas emissions.
While the nature of the Company’s activities is not inherently energy-intensive, management remains unequivocally committed toconservation. Focused efforts are being directed towards the adoption of renewable and alternative energy sources, as well as the rigorousimplementation of energy-saving practices across all levels of operation. These initiatives are complemented by ongoing measures to nurtureand maintain an eco-friendly ambience within the Park, thereby reinforcing our commitment to sustainable recreation and responsiblecorporate citizenship.
As on date, the Company has not entered into any technology absorption agreements. However, recognising the growing role of greentechnologies and digital interventions in shaping the future of leisure infrastructure, your Company remains open to exploring and adoptingsolutions that can further strengthen operational efficiency, sustainability, and visitor experience.
Whistle blower policy / vigil mechanism
In accordance with the provisions of Section 177 of the Companies Act, 2013 read with the applicable rules framed thereunder, and Regulation22 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has instituted a robust Vigil Mechanism/ Whistle Blower Policy for Directors, employees, business associates and other stakeholders. The mechanism provides a structured channelfor reporting genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Company’s Code of Conduct, orany improper practices observed within the organisation.
The Vigil Mechanism is designed to ensure that stakeholders making disclosures in good faith are afforded adequate safeguards againstany form of retaliation, discrimination or victimisation. The framework provides for direct access to the Chairman of the Audit Committee,thereby strengthening transparency and accountability in governance. It is, however, clearly stipulated that the mechanism neither releasesemployees from their duty of confidentiality nor permits frivolous, malicious or unsubstantiated allegations.
During the year under review, no Director, employee, business associate or vendor was denied access to the Chairman ofthe Audit Committee.The details of the Vigil Mechanism / Whistle Blower Policy are available on the Company’s website at the following link: https://www.niccoparks.com/wp-content/uploads/formidable/42/WHISTLE-BLOWER-POLICY.pdf
Compliance with secretarial standards on board and general meetings
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 fullcompliance 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 2025-26, the Company has dulypaid the necessary listing fees to the Stock Exchange.
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 unpaidor 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, 2025, the Company has transferred 1000 equity shares, representing 0.002% of the total paid-up share capital, to thedesignated demat account of the IEPF Authority. During the year under review, the Company also transferred Rs. 1,83,015 and Rs. 1,91,998as unclaimed dividend related to FY 2016-17 (Final Dividend) and FY 2017-18 (Interim Dividend) to the IEPF Authority respectively.
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 aredetailed hereinbelow: -
Balance of Unpaid Dividend as on 1st April, 2025:-
Date of Declaration
Financial Year
Date of Transfer toUnpaid DividendAccount
Amount2
Due Date for Transfer toIEPF
09.02.2018(Interim Dividend)
2017-18
18.03.2018
1,91,998
18.03.2025
09.08.2018(Interim Dividend)
2018-19
15.09.2018
M
U/a
15.09.2025
03.11.2018(Interim Dividend)
10.12.2018
164039.8
10.12.2025
12.02.2019(Interim Dividend)
21.03.2019
I453I6
21.03.2026
27.09.2019(Final Dividend)
03.11.2019
1,30,155.6
03.11.2026
26.07.2019(Interim Dividend)
2019-20
01.08.2019
119758.2
01.08.2026
31.10.2019(Interim Dividend)
07.12.2019
1274°3
07.12.2026
12.02.2020(Interim Dividend)
20.03.2020
153466.6
20.03.2027
08.08.2022(Interim Dividend)
2022-23
14.09.2022
206597
14.09.2029
03.11.2022(Interim Dividend)
10.12.2022
102669.9
10.12.2029
03.02.2023(Interim Dividend)
12.03.2023
142742
12.03.2030
18.09.2023(Final Dividend)
25.10.2023
98878.75
25.10.2030
14.08.2023(Interim Dividend)
2023-24
20.09.2023
163016.5
20.09.2030
09.11.2023(Interim Dividend)
16.12.2023
1,04,469.9
16.12.2030
13.02.2024(Interim Dividend)
21.03.2024
8,84,408
21.03.2031
03.05.2024(Interim Dividend)
09.06.2024
165204.5
09.06.2031
09.08.2024(Interim Dividend)
2024-25
15.09.2024
126521.4
14.09.2031
14.11.2024(Interim Dividend)
21.12.2024
67560.8
21.12.2031
10.02.2025(Interim Dividend)
19.03.2025
0.00
19.03.2032
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 sexualharassment. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees.
Remarks
a)
No. of complaints of sexual harassment received in the year
NIL
b)
No. of complaints disposed off during the year
Not Applicable
c)
No. of cases pending for more than ninety days
During the year under review, no complaints were received.
Your Company is in compliance with the provisions relating to the maternity benefit act 1961.
The Company did not file any applications or have any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during thefinancial year 2024-25.
The company did not obtain any new loans from Banks and Financial Institutions during the Financial Year 2024-25, nor did it make anysettlements 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 theprovisions of Section 134(3)^) 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 28.03.2025, to inter alia, review and evaluate the performance of theNon-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and Non-ExecutiveDirectors; assessing the quality, quantity and timeliness of flow of information between the Company management and the Board and alsoto 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 appropriatecomposition 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 performanceevaluation feedback was collated and sent to the Chairman of Nomination & Remuneration Committee. The performance evaluation wasdiscussed at a separate meeting of the Independent Directors held on 28.03.2025 and the summary of performance evaluation was latertabled at the Nomination & Remuneration Committee Meeting held on 23.05.2025. The Nomination & Remuneration Committee forwardedtheir recommendation based on the inputs received on performance evaluation to the Board of Directors at its meeting held on 27.05.2025and the Directors were satisfied by the constructive feedback obtained from their Board colleagues.
In compliance with the provisions of Section 149 ofthe Companies Act, 2013 (“the Act”), Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and other applicable requirements, the Board of Directorsaffirms that the Company’s Directors collectively bring a balanced mix of skills, expertise, and competencies relevant to its business, industryand regulatory environment. A detailed matrix of such skills, expertise and core competencies, as identified by the Board, is provided in theReport on Corporate Governance, forming part of this Annual Report.
During the year under review, the following changes occurred in the composition of the Board:
• Ms. Nandini Chakravorty, IAS (DIN: 01281290) was appointed as Chairperson & Nominee Director during FY 2023-24 and, uponher induction, was familiarised with the Company’s operations, industry outlook and governance framework. She brings significantadministrative experience and strategic insights aligned with the Board’s identified competency areas.
• Pursuant to a communication from West Bengal Industrial Development Corporation Limited (WBIDC) vide letter no. WBIDC/CA/NPRL/3045 dated March 19, 2024, Mr. Shashank Sethi, (DIN: 10738165), IAS was nominated in place of Mr. Ramapadhran Arjun, IAS(DIN: 10191077). His appointment as a Nominee Director on the Board took effect from August 19, 2024.
• Subsequently, Ms. Vandana Yadav (DIN: 02202329), IAS was nominated by WBIDC in place of Ms. Roshni Sen, IAS, with herappointment as Nominee Director becoming effective from November 14, 2024.
Both new Directors underwent comprehensive orientation programmes to acquaint themselves with the Company’s business, values,and governance framework.
Appointments or re-appointments of Directors are undertaken in accordance with the provisions of the Act, the SEBI Listing Regulations andthe Articles of Association of the Company, subject to approval of Members at the General Meeting, wherever applicable.
Independent Directors, in terms of law, are not liable to retire by rotation.
All Independent Directors have submitted declarations under Section 149(6) of the Act and Regulation i6(i)(b) of the SEBI Listing Regulationsconfirming that they meet the prescribed criteria of independence. Further, pursuant to Regulation 25(8) of the SEBI Listing Regulations, theyhave affirmed that no circumstance or situation exists which could impair or affect their ability to discharge duties as Independent Directors withobjective judgment and without external influence. The Board, after due assessment, is of the opinion that all Independent Directors possessintegrity, expertise and experience, and continue to be independent of the management.
The Board remains committed to enhancing its collective effectiveness through a forward-looking approach to governance, with emphasis onstrengthening diversity in composition, integrating sustainability and ESG-linked oversight, and fostering digital readiness in Board deliberations.These focus areas are expected to ensure that the Board’s composition and functioning remain well-aligned with the Company’s evolving strategy,stakeholder expectations, and regulatory developments.
Messrs. Lodha & Co., LLP (Firm Registration No. 301051E/E300284), were re-appointed as the Statutory Auditors of the Company at the 35th AnnualGeneral Meeting (“AGM”) of the Members held on September 13, 2024. Their appointment is for a term of five consecutive years, commencingfrom the conclusion of the said 35th AGM until the conclusion ofthe 40th AGM ofthe Company, in accordance with the provisions of Sections 139and 142 of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions thereof.
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 bedisclosed under Section i34(3)(ca) of the Act.
The Auditors Report does not contain any qualifications, reservation or adverse remark or disclaimer.
The Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises three Directors, of whom two areIndependent Directors and one is an Executive Director. During the year under review, all recommendations made by the Audit Committee wereaccepted by the Board.
Your Company is not required to maintain Cost Records as specified by the Central Government u/s i48 (i) of the Companies Act, 20i3.
The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are in accordance with therequirements 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’sofficial 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, 2025, the Company had spentRs. 41.00 lakhs towards its CSR obligations.
Details of the CSR contribution during the year form part of the Report in Annexure I.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI Listing Regulations”), the Secretarial Audit for the year under review was conducted by Mr. P.V. Subramanian (C.P. No. 2077; ACS-4585), Company Secretary in Whole-time Practice. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure II.
The Secretarial Auditor has reported one qualification in his Audit Report, which is reproduced below:
“The composition of the Board of Directors was not in conformity with Clause iy(i)(b) of the SEBI Listing Regulations, read with Explanation(ii) provided thereunder, due to the absence of an adequate number of Independent Directors on the Board of the Company during the periodfrom nth August, 2024 till31st March, 2023. ”
The Board of Directors has considered the above observation and wishes to clarify as under:
The temporary non-compliance arose due to the cessation of Independent Directors during the year, leading to a shortfall in the minimumnumber of Independent Directors required under the SEBI Listing Regulations. Subsequently, following a reduction in the overall strengthof the Board, the Company’s composition came into conformity with the requirements of Regulation 17(1) of the SEBI Listing Regulations,and the non-compliance stood resolved by operation of law.
The Nomination and Remuneration Committee and the Board continue to remain engaged in evaluating suitable candidates for appointmentas Independent Directors, with a view to strengthening Board diversity, governance oversight, and long-term compliance readiness.
Further, based on the recommendation of the Audit Committee, the Board has approved the re-appointment of Mr. P.V. Subramanian (C.P.No. 2077; ACS-4585), Company Secretary in Whole-time Practice, as the Secretarial Auditor of the Company for a term of five consecutivefinancial years commencing from April 1, 2025. Necessary resolutions seeking Members’ approval form part of the Notice convening theforthcoming Annual General Meeting.
As per the requirements of Section 92(3) and 134(3)^) of the Companies Act, 2013 and Rules framed thereunder, the annual return in formMGT-7 for FY 2024-2025 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) ofthe 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, theManagement Discussion and Analysis Report forms part of the Boards’ Report in Annexure - IV.
Your Company remains firmly committed to the principles of transparency, accountability, and ethical governance. In line with therequirements of the Listing Regulations, a detailed report on Corporate Governance, along with a Certificate of Compliance from a PracticingCompany Secretary, is included in this Annual Report as Annexure - V.
The Report carries a single qualification: “The composition of the Board of Directors was not in conformity with Clause i7(i)(b) of the SEBIListing Regulations, read with Explanation (ii) provided thereunder, due to the absence of an adequate number of Independent Directors onthe Board of the Company during the period from 11th August, 2024 till 31st March, 2025.”
This shortfall was temporary, arising from the cessation of Independent Directors during the year, and stood resolved by operation of lawonce the overall strength of the Board reduced, restoring compliance with Regulation 17(1). Importantly, the Board has since ensured that thegovernance framework remains fully compliant and robust.
*The Board has taken due note of this observation and together with the Nomination and Remuneration Committee, is actively evaluatingsuitable candidates for induction as Independent Directors. These efforts are directed at further strengthening Board diversity, enhancinggovernance oversight, and ensuring long-term compliance readiness.
Your Company, as a responsible corporate citizen, continues to extend its support to the “Green Initiative in Corporate Governance” launchedby the Ministry of Corporate Affairs (MCA), Government of India, which enables service of documents, including the Annual Report, toshareholders in electronic mode at their registered e-mail addresses with the Depositories/Company’s Registrar and Share Transfer Agent.
Members who have not yet registered their e-mail addresses are requested to register the same with their respective Depository Participants(in case of shares held in dematerialised form) or with the Company’s Registrar and Share Transfer Agent (in case of shares held in physicalform), to ensure receipt of all communications from the Company, including Annual Reports, Notices and Circulars, in electronic mode.
In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, read with the relevant MCA and SEBI circulars, the Notice of the 36th Annual General Meeting along with the AnnualReport for the financial year ended March 31, 2025, including the Audited Financial Statements and related documents, will be sentelectronically to the Members at their registered e-mail addresses.
The Company solicits the cooperation of all Members in supporting this environment-friendly initiative, which not only contributes towardsa sustainable future but also ensures timely and efficient delivery of corporate communications.
The Board of Directors places on record its sincere appreciation for the dedication, commitment, and sustained efforts of all employees,whose contribution has been central to the Company’s performance during the year under review.
The Board also acknowledges with gratitude the continued support, cooperation, and guidance received from the Government of WestBengal, its Departments and Agencies, and places on record its appreciation of the valuable guidance extended by the Government NomineeDirectors and Independent Directors.
The Board further expresses its appreciation to Members, regulatory authorities, financial institutions, banks, customers, business partners,and all stakeholders for their confidence, trust, and encouragement, which have been instrumental in enabling the Company to carry forwardits objectives.
Looking ahead, the Board remains confident that with the continued support of all stakeholders and the collective efforts of its employees,the Company is well positioned to sustain its growth trajectory, strengthen its governance framework, and deliver long-term value in aresponsible and sustainable manner.
For & On behalf of the Board of Directors
S/d S/d
Vijay Dewan Rajesh Raisinghani
Registered Office: Independent Director Managing Director & CEO
‘Jheel Meel’, DIN: 00051164 (DIN:-o7i37479)
Sector IV, Salt Lake City,
Kolkata - 700 106Date: May 27, 2025
Prof. Ashok Banerjee, Nominee Director resigned from the Board of Directors of the company, on 31.08.2024.
Pending reconciliation.
Foreign exchange earnings and outgo
The Park has hosted foreign visitors; however, no distinct record is kept of earnings from these visitors, as they pay entry fees and otherexpenses in Indian Rupees. During the financial year ending March 31, 2025, the total foreign currency expenditure was Rs. 276.64 lakhs,primarily for the purchase of components and spares. Foreign currency earnings is Nil.