Imagicaaworld Entert Director Report

The Members,

The Directors present the 9^th Annual Report of the Board of Directors of your Company along with the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement for the year ended March 31, 2018.

SUMMARY OF FINANCIAL HIGHLIGHTS

The standalone performance of the Company for the financial year ended March 31, 2018 is summarized below:

(Rs. In Lakhs)

	Financial Year	Financial Year
	ended March	ended March
	31, 2018	31, 2017*
Total Revenue	23,727.91	23,959.38
Profit/ (Loss) before tax	(15,517.43)	(15,300.35)
Tax Expenses
- Current Tax	-	-
- Deferred Tax	-	3586.78
Profit/ (Loss) after tax	(15,517.43)	(11,713.57)

*The figures for the previous year has been regrouped/rearranged wherever necessary to confirm with current period''s classification.

FINANCIAL PERFORMANCE

For the financial year 2017-18, at standalone level, your Company reported a growth of 3% in EBITDA vis-a-vis FY 2016-17. EBIDTA increased to Rs.6,267.45 Lakhs from Rs.6,084.53 Lakhs for the corresponding period. Revenues held ground at Rs.23,628.77 Lakhs from Rs.23,907.65 Lakhs despite a significantly higher indirect tax regime. The revenue and EBITDA numbers do not include 100 % SGST refund on the ticket sales during the year, amounting to approximately Rs.1,046.00 Lakhs.

The mechanics of the said refund are being finalized by the State government and it would flow into EBITDA as a refund item. Thus EBITDA should improve by as much amount of approximately Rs.1,046.00 Lakhs for FY 2017-18. Considering the GST refund amount, the EBITDA would be higher by approximately 20%.

During the year under review, your Company has recorded it''s highest ever footfall with 17.22 Lakhs visitors, up from the previous year number of 15.44 Lakhs, resulting in a growth of 14%.

During the year under review, your Company announced debt reduction plans and accordingly had presented an overall plan to its lenders. Relevant approvals from lenders are awaited.

The outstanding secured loan as on March 31, 2018 aggregate to Rs.1,05,514.50 Lakhs.

THE STATE OF COMPANY AFFAIRS

Your Company owns & operates an Integrated Entertainment Holiday Destination "IMAGICA" which is built to match global standards and includes a theme park, a water park, a snow park, a hotel, and other associated activities such as retail & merchandise, food and beverages, etc.

Detailed information on the affairs of the Company has been given as part of Management Discussion and Analysis forming part of this Report.

TRANSFER/ SALE OF BUSINESSES

Your Company is in the process of transferring its hotel business undertaking ''Novotel Imagica Khopoli'' with underlying land of 6.1 acres and additional surplus land of 8.9 acres together with all specified tangible and intangible assets, to Bright Star Investments Private Limited for an overall consideration of Rs.212.50 Crore pursuant to the approval received from the shareholders by passing a special resolution through postal ballot on December 29, 2017.

ISSUE OF SECURITIES AND SHARE CAPITAL

Equity Shares

During the year under review, Company issued and allotted on preferential basis:

1) 12,48,684 equity shares of face value of Rs.10/- (Rupees Ten Only) per share at a premium of Rs.85/- (Rupees Eighty Five Only) per share for an aggregate consideration of Rs.11,86,24,980/- (Rupees Eleven Crore Eighty Six Lakhs Twenty Four Thousand Nine Hundred and Eighty only) to Bennett Coleman and Company Limited (BCCL) on June 20, 2017.

2) 69,15,629 equity Shares of face value Rs.10/- (Rupees Ten only) per equity share at a premium of Rs.62.30/- (Rupees Sixty Two and Thirty Paise Only) per equity share for an aggregate consideration equal to Rs.49,99,99,977/- (Rupees Forty Nine Crore Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Seventy Seven Only) to Shaan Agro and Realty India Private Limited (Formerly Shaan Agro Private Limited) on December 15, 2017.

Pursuant to allotment of equity shares, the paid up equity share capital of the Company was increased to Rs.88,06,21,230/- as at March 31, 2018 as compared to Rs.79,89,78,100/- as at March 31, 2017.

Convertible Warrants

During the year under review, Company issued and allotted 5 (Five) Convertible Warrants of Rs.2,37,25,000/- (Rupees Two Crore Thirty Seven Lakhs Twenty Five Thousand Only) each on preferential basis to BCCL on June 20, 2017 pursuant to receipt of 25% upfront payment consideration from BCCL. The convertible warrants are to be converted in to such number of equity shares with such warrants carrying an option / entitlement to subscribe to equity shares of the face value of Rs.10/- (Rupees Ten Only) per share for cash at a price whichever is higher of the following aggregating to Rs.11,86,25,000/- (Rupees Eleven Crore Eighty Six Lakhs Twenty Five Thousand Only) on receipt of balance 75% of the consideration:

a) Rs.95/- (including premium of Rs.85/-) per share; or b) price per share equal to the average of the weekly high and low of the volume weighted average price of the equity share of the Company as quoted on the National Stock Exchange of India Ltd. during the 26 (twenty six) weeks preceding any day of the 17^th (seventeenth) month from the date of allotment of warrant.

EXTRACT OF ANNUAL RETURN

Extract of annual return is enclosed as Annexure 1.

DIVIDEND & TRANSFER TO RESERVES

In view of the loss for the financial year ended March 31, 2018, no amount is proposed to be transferred to the reserves and your Directors have not recommended payment of any dividend for the year under review.

NUMBER OF BOARD MEETINGS

During the financial year ended March 31, 2018, the Board of Directors met 8 (eight) times viz., on, April 27, 2017, May 25, 2017, June 20, 2017, July 26, 2017, August 28, 2017, November 7, 2017, December 15, 2017 and February 8, 2018. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board alongwith the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee of the Company is as follows:

1. Mr. Steven A. Pinto, Chairman;

2. Mr. Ghulam Mohammed;

3. Mr. Kapil Bagla; and

4. Ms. Anjali Seth.

DECLARATION OF INDEPENDENCE BY DIRECTOR

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013 (the "Act"), with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS

Pursuant to Section 152 of the Act, Ms. Pooja Deora, Director of the Company, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on May 17, 2018, re-appointed Mr. Manmohan Shetty as Chairman of the Company, subject to the approval of Members at the ensuing Annual General Meeting, for a period of 5 (five) years commencing from September 2, 2018 to September 1, 2023.

Re-appointment of Mr. Kapil Bagla as Whole-time Director of the Company was approved by the Members at the Annual General Meeting held on July 26, 2017 for a period of 3 (three) years commencing from July 6, 2017 to July 5, 2020.

Further, Mr. Kapil Bagla''s designation was changed from Whole-time Director to Non Executive Director w.e.f. September 1, 2017.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Act are as follows:

Mr. Ashutosh Kale : Executive Director and Joint Chief Executive Officer

Mr. Dhimant Bakshi : Joint Chief Executive Officer

Mr. Mayuresh Kore : Chief Financial Officer

Ms. Madhulika Rawat : Company Secretary

During the year under review, Mr. Kapil Bagla, resigned as Chief Executive Officer of the Company with effect from September 1, 2017 and Mr. Ashutosh Kale and Mr. Dhimant Bakshi were designated as Joint Chief Executive Officers and KMPs of the Company with effect from September 1, 2017.

SUBSIDIARY COMPANIES

During the year under review, Blue Haven Entertainment Private Limited became a wholly owned subsidiary of your Company w.e.f. November 16, 2017.

Your Company had taken an approval from shareholders by passing special resolutions through postal ballot on December 29, 2017:

a) for sale or transfer or otherwise dispose of its 100% investments/ shareholding in Walkwater Properties Private Limited ("WPPL"), which is a wholly owned subsidiary company and Surplus Land of 67 acres of the Company to another wholly owned subsidiary company of the Company, Blue Haven Entertainment Private Limited ("BHEPL"), for a consideration by way of take-over of the debt of the Company aggregating to Rs.''150 Crore (Rupees One Hundred and Fifty Crore Only) and on such terms and conditions as may be agreed between the Board and BHEPL.

However, as the lenders to the Company have not shown willingness for transfer of debt from the Company to BHEPL, the Board in its meeting held on May 17, 2018, approved to sell 100% investments / shareholding of the Company in WPPL and surplus land of approximately 65 acres to Shaan Agro and Realty Private Limited at a total consideration of Rs.150 Crore in cash subject to approvals, consents, permissions and/or sanctions from appropriate authorities and approval of Members at the ensuing Annual General Meeting.

b) to sell or transfer or otherwise dispose of its 100% investments and/or shareholding in BHEPL, a wholly owned subsidiary company of the Company to Shaan Agro and Realty India Private Limited for a minimum consideration of Rs.1,00,000/- (Rupees One Lakh) or such higher value to be determined by an independent valuer/chartered accountant, to be discharged in the form of cash.

The abovementioned sale or transfer of investments is yet to be concluded.

A separate statement in terms of Section 129(3) of the Act containing salient features of the financial statements of the subsidiary companies of your Company in Form AOC 1 forms part of this Annual Report.

Pursuant to the Section 136 of the Act, companies are exempted from attaching the Annual Reports and other particulars of its subsidiary companies along with Annual Report of the Company. Therefore, the Annual Report of the subsidiary companies are not attached with this Annual Report.

The financial statements of the subsidiary companies and related information shall be uploaded on the website of your Company which can be accessed using the link www.adlabsimagica.com/investor_ docs/ Annual%20 Accounts%202017-18.pdf and the same is also available for inspection by the Members at the registered office of your Company during business hours on all working days up to the date of the Annual General Meeting, as required under Section 136 of the Act.

Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the registered office address of your Company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link https://www.adlabsimagica. com/investor_docs/Material%20Subsidiary%20Policy.pdf.

DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, as on March 31, 2018, there were no deposits which were unpaid or unclaimed and due for repayment.

AUDITORS

Statutory Auditors

M/s. A. T. Jain & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company at the 8^th Annual General Meeting of the Company to hold office for a period of 2 (two) consecutive years i.e. from the conclusion of the 8^th Annual General Meeting until the conclusion of the 10^th Annual General Meeting of the Company. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified by Members at every Annual General Meeting.

As per the Companies (Amendment) Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Aabid & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Audit in Form MR 3 for the financial year 2017-18 is annexed as Annexure2 to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report.

The Board has appointed M/s. Aabid & Co., Company Secretaries as Secretarial Auditors for the financial year 2018-19.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company''s resources and compliance with policies, procedures and statutory requirements. Further internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, there were no guarantees given under Section 186 of the Act. Particulars of loans and investments have been disclosed as part of the financial statements of your Company for the year under review, in Note 5 and Note 12 respectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE ACT IN THE PRESCRIBED FORM

All contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties, during the year under review, were:

- in "ordinary course of business" of the Company;

- on "an arm''s length basis"; and

- not "material",

as per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are "not at arm''s length basis" and also, which are "material & at arm''s length basis", is not provided as an annexure of the Directors'' Report.

However, details of the related party transactions entered into during the year under review and as on March 31, 2018, are disclosed as part of the financial statements of your Company for the year under review, as Note 37. Further, pursuant to the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has, approved and adopted a Policy on related party transactions. The said policy is available on your Company''s website viz. www.adlabsimagica.com.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

RISK MANAGEMENT

Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. Risk Management Committee works towards identifying internal and external risks and implementing risk mitigation steps. On quarterly basis, status updates are provided to the Board of Directors of the Company. More details on risks and threats have been disclosed in the section "Management Discussion and Analysis".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR is a Company''s sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in a most transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives.

CSR policy has been formally formulated and adopted in terms of Section 135 of the Act and Rules framed thereunder to undertake CSR activities. The Company has always made consistent efforts to maintain an active corporate social responsibility portfolio.

The Company has duly constituted CSR Committee comprising of Mr. Steven A. Pinto, Mr. Ashutosh Kale and Mr. Manmohan Shetty.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

In view of the losses for the year under review, your Company was not required to spend any amount towards the CSR activities, as per the applicable provisions of Section 135 of the Act. Accordingly, the details of the CSR activities during the year under review are not provided in this Report.

NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination and Remuneration Committee. The policy on the above is attached as Annexure 3.

FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, working of the Committees and the Directors individually.

The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board''s effectiveness in decision making, in providing necessary advice and suggestions to the Company''s management, etc.

A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of the Non Independent Directors, the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, contribution towards positive growth of the Company, etc.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

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

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 at the end of the financial year and of the profit and loss of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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;

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; and

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.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiary company is given in Form AOC-1 and forms an integral part of this Report.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism policy are made available on the Company''s website www.adlabsimagica.com.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately as Annexure 4 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available at the registered office of the Company during working hours, pursuant to the provisions of the first proviso to Section 136(1) of the Act and any Member interested in obtaining such information may write to the Company Secretary and the same will be made available to any such Member on request.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Company''s operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on our products, group structure and subsidiary company, Board constitution and procedures, matters reserved for the Board, and the Company''s major risks and risk management strategy. The Policy on the Company''s Familiarisation Programme for IDs can be accessed at https://www.adlabsimagica. com/investor_docs/Familiarisation%20programme%20for%20 Independent%20Directors.pdf.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Company encourages a performance driven culture and enables the employees with focused training at regular intervals. Further, the training needs at all divisions are periodically assessed and training programmes are conducted using internal resources and/or engaging external facilitators and trainers. The total number of permanent employees on the rolls of the Company as on the year end were 733.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 5 to this Report.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed as Annexure 6.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the Company. The policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

During the year under review, the Company received NIL complaints pertaining to sexual harassment.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company during the financial year.

For and on behalf of the Board of Directors

Manmohan Shetty

Place: Mumbai Chairman

Date: May 17, 2018 (DIN: 00013961)