Cox & Kings Sheet 2016 Part II - Cox and Kings

Annual Report 2015-16 | 17

Management Discussion & Analysis

Cautionary statement

Statements in the Management Discussion Analysis describing the Company’s objectives, projections, estimates andexpectations may be considered as “forward looking statements” within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied. The factors that might influence theoperations of the Company are economic conditions, government regulations and natural calamities over which theCompany has no control.

The Company assumes no responsibility in respect of the forward looking statements herein which may undergochanges in future on the basis of subsequent developments, information or events.

FY16 summary and outlook

Over the past three decades, C&K has transformed itself from a simple air ticketing agent and inbound tour operator intoa multi-national travel enterprise.

During the last decade in particular we have added some complex and durable competencies into our armoury that aredefensible against the vagaries of both time and technology. Today, we are established across 23 countries in businesseswhich include packaged tours, luxury vacations, destination management, experiential learning and hybrid hotels.We have high market share, excellent brand recall and deep domain expertise across the entire realm of our operations.

Fiscal 2015-16 can best be described as a year in which we consolidated operations to focus on areas we dominate,both by way of business volumes as well as margins.

We reorganized our Leisure - International division in FY16 by taking a slew of measures which unlocked shareholdervalue. The result is a simpler and more robust organization.

In March 2016, Cox & Kings Ltd sold 100% stake in Laterooms Group UK Ltd. (which was purchased for £8.5 million inOctober 2015) for £20.0 million to Malvern Enterprises UK Ltd. Cox & Kings’ Holidaybreak subsidiary also sold 100% of itsSuperbreak business for a net consideration of £9.25 million to Malvern. Simultaneously, Cox & Kings Ltd. bought a 49%stake in Malvern for £6.37 million. Malvern is 51% - owned by a private equity investor. The entity is embarking on anambitious project to marry the best of content and technology to deliver customers a seamless experience of bookingfully customizable package tours online at an unbeatable price. Proceeds of the transaction were used to pay down debtin April 2016.

In November 2015, Cox and Kings - through its Holidaybreak subsidiary - sold 100% of Explore Worldwide, an adventureunit, for a consideration of £25.83m to Hotelplan UK Group. While Explore had been resurrected over the past four yearsfollowing the euro crisis, the business was exposed to a high volume of traffic to some of the more politically sensitiveregions of the world. Management decided that the brand would be better served in the capable hands of Hotelplan UK.

The consolidation of the business has helped us to further increase focus on our four key verticals Leisure - India,Leisure - International, Education and Meininger. Each of our verticals grew robustly in constant currency terms in FY16.

Cox & Kings Ltd.’ revenues from continuing operations grew by 7% y-o-y to `2,03,510 lacs in FY16, while EBITDA grew by11% y-o-y to `82,379 lacs. Reported PAT came in at `5,394 lacs (as compared to a net profit of `9,178 lacs in FY15);the reduced profitability is mainly as a result of goodwill write-off of `74,766 lacs on sale of businesses.

In June 2016, the promoters have invested `16,846 lacs as balance money due on conversion of 72.5 lakh warrants intoan equivalent number of fully paid-up equity shares at a price of `309.85 per share. The proceeds of the warrantconversion have been used to further pay down debt.

Our total gross debt increased by `32,073 lacs y-o-y to `4,10,120 lacs as of March 31, 2016. However, this was merely atransient increase as the transaction of sale of effective 51% stake in Superbreak and Laterooms was completed onMarch 31, 2016. Therefore, the cash from the sale was lying dormant and had not yet been used to pay down debt.Moreover, there were some working capital movements that resulted in a temporary spike in working capital credit.Further we invested in capacity expansion at our PGL business as well as in technology.

We reduced our net debt by `11,780 lacs y-o-y in FY16. Our leverage ratios are now at very comfortable levels(net debt to equity of 0.7x) and the rates of our outstanding borrowings are low.

We expect future growth to be driven mainly by Leisure - India, Education and Meininger. Each business has its ownunique and secular growth drivers and we enjoy a dominant position within each industry. Our Leisure - Internationalbusiness will continue to grow at a moderate pace.

18 | Cox & Kings Limited

Leisure - India

Our Leisure - India business grew robustly during the year. Net revenues were up 13% to `54,276 lacs, while EBITDA grewby 11% to `26,272 lacs. EBITDA margins were static at about 48.4%.

We continued to expand our franchisee network in Tier II and III cities. Today Cox & Kings operates through a powerfulnetwork of 12 own stores, 142 franchisees and 90 preferred sales agents. We are very encouraged to see some of ourfranchisees opening multiple branches within the same city to capture higher market share.

We have dominant market share in the organized space, which has been growing steadily over the last few years.Our sheer size enables us to secure the best possible deals from airlines, hotels and other vendors, which in turn enablesus to offer the best value proposition to the Indian traveller.

Our franchisee model has helped us grow at rates far ahead of the industry. Treating our partners with fairness andrewarding them for performance is the cornerstone of our competitive strategy. We believe the franchisee model is theideal method of expansion going forward.

Outbound travel

Outbound package holidays for both groups as well as individuals remain a favourite among Indians.

There is a discernible trend in consumer behaviour towards spending on experiences rather than spending on goods.This is manifest in the performance of our Outbound package holidays business, which has grown at a CAGR of 25% overthe last five years. We expect this trend to intensify as a progressive attitude and global outlook gets entrenched withinthe Indian consumer’s mind-set.

India is a highly underpenetrated market for outbound tourism. Only 19.5 million people travelled overseas in 2014 asper the Skift Travel & Tourism Intelligence Centre (TTIC) report. A large proportion of these travellers include contract labourersgoing overseas, business travellers, students and Indians visiting friends and family abroad etc. The true holiday-travelmarket remains in a fledgling state and we expect it to grow rapidly to a substantial size over the medium term, much likeit has in China. According to the Skift Travel & Tourism Intelligence Centre (TTIC) report, total outbound tourism expenditureby Indians will increase by >14% p.a. to `1.71 trillion in 2019 from about `1.00 trillion in 2015.

India is now the world’s fastest growing major economy and we expect a substantial spill-over into outbound traveland tourism. We observe that people across generations are increasingly confident about travelling outside India.Travel packages remain a popular choice for a variety of structural reasons; viz. time-and-cost efficiency, a sense ofsecurity, food preferences, provision of allied services such as forex, insurance, visas etc.

In the near term, the implementation of the 7th Pay Commission recommendations and the One-Rank-One-Pension(OROP) scheme may give an additional boost to demand for outbound travel both this year and next. Summer bookingshave been robust.

There are many reasons why Cox & Kings offers great value to customers - our DuniyaDekho brand has very strongconsumer recall. We try to ensure the lowest possible price for our customers by using our buying power with vendorsto secure the best deals. We also provide the security of the Cox & Kings global network of personnel on the ground aswell as a global network of vendors, who are ready to come to the aid of our guests overseas in case of need. We providecomplete end-to-end solutions and hassle-free travel to our customers, which enables them to enjoy their holiday to thegreatest possible extent. We also provide tailor-made solutions to suit the needs of particular communities, for e.g.AmhiTravhelkar targeted at the Marathi community and Gaurav Yatra targeted at the Jain community. With customersincreasingly preferring to shift from the unorganized space to the organized space over the medium term, we are in poleposition to benefit from the strong macro environment in outbound travel.

Inbound travel

Inbound travel has been a relatively slower-growing business for some years now. Cox & Kings operates in the premiumend of the market here. Near-term challenges remain in the industry, as competitor countries in Asia are investing farmore in attracting tourists to their shores. The relative strength of the rupee over the past year has been a dampener oninbound demand as well. India will need to invest considerably in its soft and hard infrastructure over the medium termto drive tourist arrival numbers to their true potential. India ranks 142nd in 2015 in terms of the contribution of tourismto GDP, as compared to smaller countries like Cambodia and Thailand that rank 19th and 34th respectively, according to theWorld Travel and Tourism Council.

Various initiatives taken by the Indian government have helped to boost tourism and increased India’s appeal asa tourist destination. One such initiative was the e-visa facility, introduced in November of 2014. In the first five monthsof calendar 2016, about 0.43m foreign tourist availed of the e-tourist visa on arrival (a facility available to citizens ofabout 150 countries), a growth of 293% over the same period last year.


In the medium to long term, more concrete steps towards boosting India’s soft and hard infrastructure will be needed inorder to deliver the kind of tourist volumes that are befitting of a country of our size and potential. In terms of softinfrastructure, security, sanitation, hygiene and cleanliness are some of the key focus areas which require work. In termsof hard infrastructure, roads, railways, airports, ports and non-premium hotels need to be brought up to global standards.

India’s touristic wealth is spread over a vast array of offerings; ancient places of worship, buildings and settlements as oldas civilisation itself, monuments and structures that are testament to its glorious past, ancient ways of life, culinarydiversity, natural beauty, mountains, jungles, rivers and beaches. Few countries in the world can boast of such richness.Regardless of the near-term outlook, we believe our India inbound business can potentially be a key growth driver overthe coming decades.

MICE

Meetings, incentives, conferences and events (MICE) as a business has tremendous growth and profit potential andCox & Kings is uniquely positioned to capitalize on the opportunities in this space. According to Voyager’s World traveland tourism monthly, nearly 1.5m Indians travel abroad on MICE tours every year. Indeed, nowadays even domesticMICE is a fast-growing opportunity as certain hotels and venues re-package themselves as specialist MICE destinations.

Cox & Kings is a leading player in the MICE marketplace offering an unmatched level of service. Corporates preferCox & Kings for its vast experience at handling large group sizes and its flexible, end-to-end solutions, i.e. tickets, hotels,visas, travel insurance, transfers, attractions, entertainment and hassle-free payment options, among others.

MICE is an important growth driver for Cox & Kings as demand for this service is not seasonal in nature, giving us theopportunity to derive maximum productivity from our vastly experienced staff.

Corporates today see MICE as part and parcel of business operations rather than as an item of discretionary spendingduring “good times.” According to the US-based Incentive Research Foundation, properly designed and executed incentivetravel programs can increase sales productivity by 18% and produce an ROI of 112%. Organizations that providenon-cash rewards such as incentive travel have 3 times higher revenue increases. 100% of Best-in-Class companies(those with the highest customer retention and sales growth) offer group travel to recognize year-end sales success.Of companies that run awards programs, 53% use incentive travel to recognize sales, 43% to recognize employees,33% to recognize channel partners, and 27% to recognize customer loyalty.

We are confident that this segment will continue to grow robustly over the medium to long term and we will look tofurther entrench our dominance.

Domestic travel

India is currently experiencing a domestic tourism boom. The number of domestic trips reached over 1.3 billion in 2014,representing a substantial volume increase of 14% over 2013 figures, according to the Skift Travel & Tourism IntelligenceCentre (TTIC) report.

Domestic travel business relates to Indians travelling on holiday within India to their favourite destinations in groups, asindividuals or as part of MICE. We provide end-to-end solutions including air tickets, rail tickets, bus tickets, transfers,hotels, tours, attractions, sightseeing, entertainment etc.

Domestic travel has been among our fastest growing segments over the last few years, and in particular, has been an areawhere we believe we have significantly outperformed competition. We see high potential for growth in DomesticTourism over the medium term as Indians are increasingly curious to explore their own country. Short-haul and weekendtrips in particular are becoming more popular, and such trips are increasingly being taken off-season as well thanks todeft packaging and attractive offers.

Our Bharat Deko brand is a market leader and holds significant brand equity among the mid to mass market. In the luxurysegment, our Deccan Odyssey luxury train experience is an exploration of India’s most vibrant locales, timeless traditionsand unmatched wildlife and cultural diversity.

Business Travel

Our business travel division provides travel and travel-related services to corporates. This encompasses domestic andinternational flight tickets, rail tickets, bus tickets, private car-hire or taxi services, as well as travel insurance and alliedtravel-related services. This business is growing steadily along with the natural growth in corporate travel in India.We have a well-entrenched position with our corporate customers. Corporates like us for our efficient service; implantson location make it easier to interface and execute complex business itineraries in a customized and flexible manner.We have robust technology platforms to ensure maximum efficiency of service. Our Business travel division is also afantastic lead generator for our other travel divisions such as holidays, MICE and forex.


Foreign exchange

Our foreign exchange business encompasses all transactions with our customers which involve the exchange of currency,mainly the conversion of rupees into foreign currency. This includes currency taken by our customers on foreign trips aswell as the issue of travel cards for safety and ease-of-use abroad. Our all-India presence, captive customer base andhighly competitive rates give us an edge that will allow us to grow at a healthy pace in the future.

Awards

• The Hospitality India Travel Awards 2015:

- Cox & Kings for the Best Domestic Tour Operator - September 24, 2015

- Cox & Kings for the Best Outbound Tour Operator - September 24, 2015

• World Travel Awards 2015:

- India’s Leading Travel Agency - October 2015

- India’s Leading Tour Operator - October 2015

- Asia’s Leading Luxury Tour Operator - October 2015

- World’s Leading Luxury Operator - December 2015

• Conde Nast Travel Readers Travel Awards 2015 - the First Runner Up award to Cox & Kings

• Cox & Kings Trade Fairs was recognised as Champions of ChinaPlas for 2015 - April 2015

• Air China Top Agent Award to Cox & Kings

• ‘Game Changer of the Year’ award by India Travel Awards 2015 to Urrshila Kerkar, Executive Director,Cox & Kings - October 14, 2015

• The Pacific Asia Travel Association (PATA) Gold Award 2015 to Cox & Kings for ‘Grab Your Dream’ in the Marketing -Adventure Travel Category - September 8, 2015

• German Consulate recognised Cox & King’s committed support to South West Germany Tourism - January 23, 2016

New initiatives

• Getaway Goddess launched: Cox & Kings launched a much awaited women-exclusive travel product calledGetaway Goddess. With a string of unique holiday itineraries, Getaway Goddess focused on women from all walksof life. The product includes wide range of experiences & holiday genres including adventure, pilgrimage, wellness,cost savers and bachelorettes.

• Being Young: Escorted group tours for seniors.

• Bhaktiyatra: Pilgrimage tour packages.

• Cox & Kings partnered with banks to launch ‘Save Now, Travel Later’ program for travel on EMIs. The program madetravel packages affordable for customers through EMI payment by opening Recurring Deposit account with banks.Interested travellers had to pay only 12 installments, with the 13th installment contributed free by the bank.The scheme also let the customers earn interest. International as well as domestic trips were up for grab under the‘Save Now, Travel Later’ program. In case of contingencies, the customer could also cancel the trip with NIL cancellationcost if intimated within 9 months of opening the account.

Leisure - International

We consolidated our Leisure - International operations in FY16, focusing on our core competencies across the world,while farming out some of our exciting businesses to new management in order to maximize shareholder value.

Our Leisure - International business from continuing operations grew robustly during the year. Net revenues fromcontinuing operations were up 3% to `35,350 lacs, while EBITDA grew by 15% to `19,171 lacs owing to strong performancesin our Dubai, UK and USA businesses. EBITDA margins rose by 550bps to 54.2%.

Our Leisure - International business as it stands today comprises of a plethora of award-winning services. Although thisbusiness has historically grown at a slower rate than our other businesses, it occupies a niche position in several marketsand produces a steady stream of cash flow. It also enjoys a substantial amount of repeat business.

We expect this business to continue to grow in line with ITB World Travel Trends’ estimate of growth in global travel ofabout 4.3% p.a. Despite rising terrorist threats, growth of travel and tourism at 3.0% in 2015 outpaced that of the globaleconomy and a number of major sectors including manufacturing and retail, according to WTTC.


Leisure - International (including hived-off/discontinued operations) saw revenues grow by 4% y-o-y to `67,348 lacs inFY16. EBITDA was lower by 20% y-o-y at `18,778 lacs owing to significant expenditure on branding and marketing at ourLaterooms and Superbreak businesses during the year prior to their sale.

Leisure International underwent a major reorganization in FY16 leading to significant shareholder value creation andresulting in C&K becoming a leaner and more-focused enterprise today.

C&K acquired one of the U.K.’s leading online hotel portals, Laterooms Group UK, for an equity consideration of£8.5 million in October 2015. Laterooms.com receives about 70 million Website visits per annum and has a 3.5-million-strong registered customer database. About 90% of Laterooms’ customers book hotels within the U.K. itself. Lateroomsboasts a conversion rate of visit-to-book of about 3.00% which is extremely high for an online player and indicatesstrong brand loyalty.

C&K‘s acquisition of Laterooms was followed in November 2015 by our Holidaybreak subsidiary selling 100% of itsExplore Worldwide adventure travel division for £25.8m to Hotelplan UK Group. While Explore had been resurrected overthe past four years following the euro crisis the business was exposed to a high volume of traffic to some of the morepolitically sensitive regions of the world. Management decided that the brand would be better served in the capablehands of Hotelplan UK. Explore Worldwide reported FY16 (operations consolidated only for eight months) net revenuesof `7,764 lacs, with EBITDA of `1,489 lacs. Explore Worldwide had reported net revenues of `10,612 lacs in FY15 and EBITDAof `2,322 lacs.

In March 2016 we effectively divested a 51% stake in both Laterooms and Holidaybreak’s Superbreak business for aconsideration of £22.88 million via a sale and buy-back mechanism. Cox & Kings has retained a 49% strategic interest inMalvern Enterprises UK Ltd., the new holding company of both Superbreak and Laterooms. Malvern is majority ownedby a private equity investor. The entity is embarking on an ambitious project to marry the best of content and technologyto deliver customers a seamless experience of booking fully customizable package tours online at an unbeatable price.Superbreak’s short-city-break packages along with its multi-modal travel options (including rail) will be marketed toLaterooms’ customer database on a common technology platform to deliver unbeatable city-breaks package optionsinitially to U.K. customers.

The sale of Superbreak resulted in a goodwill write-off of £71.4m. Proceeds of the transaction were used to pay downdebt in April 2016.

Cox & Kings Ltd.’s 49% stake in Malvern will henceforth be accounted for as investment in associate company and willnot form part of the consolidated accounts.

Going forward the reshaped Leisure - International vertical now comprises our C&K U.K., C&K U.S.A., C&K Dubai,C&K Australia and C&K Japan divisions. The U.K., U.S. and Dubai operations accounted for 90% of the EBITDA of thisbusiness in FY16.

In the U.K., Cox & Kings is a heritage travel brand having been in existence for 258 years. We are well known for our luxuryand high-end package tours. We also operate our own European destination management company (DMC) out ofLondon which oversees some of the direct contracting done by the group. According to Amadeus/Tourism Economics,North America and Western Europe currently account for 64% of the world’s outbound luxury trips, despite only makingup 18% of the global population. This clear majority of market share is likely to continue over the next 10 years.

In the U.S., Cox & Kings is a luxury travel consultancy, providing custom-built tours and itineraries at the very top end ofthe travel market. We have a niche set of clients, including CEOs and Hollywood stars.

In Dubai, we are a mid-market outbound tour operator serving both Emiratis as well as NRIs under the Cox & Kings brandbanner. The Middle East outbound travel market was the world’s fastest-growing market this year with a 9% volumeincrease in outbound trips over the first eight months of this year, according to preliminary World Travel Monitor resultsfrom IPK International. Moreover, Dubai is now the fourth most-visited city in the world (only London, Paris and Bangkokreceive more visitors) with India being the second-biggest source of traffic (second only to Saudi Arabia). We have startedacting as a third-party DMC for non-C&K tour operators as well and have secured some marquee customers over the pastyear. The outlook for our Dubai business is robust.

In Australia, we are a mid-market tour operator as well as a Scandinavian tour specialist under the Tempo and Bentoursbrands, respectively.

In Japan, we are a white-label wholesaler to tour operators under the Cox & Kings brand banner.


Awards

• Corporate Livewire Innovation & Excellence Award 2015 to Cox & Kings Travel Ltd for “Most Outstanding TravelCompany - UK” - April 16, 2015

• British Travel & Hospitality Hall of Fame membership to Peter Kerkar - April 13, 2015

• British Travel Awards (Nov 2015):

- Silver Award in the Best Luxury Holiday Company - Small category

- Silver Award in the Best Holiday Company to Central & South America - Small category

- Silver Award in the Best Holiday Company to East & Central Asia - Small category

- Bronze Award in the Best Holiday Company to Southern Asia - Small category

- Bronze Award in the Best Singles Holiday Company - Small category

• Acquisition International Magazine:

- Best Luxury Holiday & Tour Operator 2016

• Seven Stars Luxury Hospitality and Lifestyle Awards (Sep 2015):

- Luxury Tour Operator sector - SIGNUM VIRTUTIS, the Seal of Excellence 2015

Education

Cox and Kings is today a world leader in experiential learning or outdoor learning. We are market leaders in the U.K.which has among the most developed education systems in the world. We cater to both primary school students as wellas secondary school students. Our brands PGL and NST are more than five decades old and are household names in theU.K. The Education business is now the company’s biggest EBITDA contributor (before minority interests) and will beamong our fastest growing business divisions in the future.

Net revenues in the Education business grew by 6% y-o-y in FY16 in constant currency terms, while EBITDA grew by12% despite the challenging environment. In rupee terms, net revenues grew by 4% y-o-y to `66,502 lacs in FY16 whileEBITDA grew by 10% to `28,648 lacs.

PGL

PGL accounts for about three-quarters of the net revenues and EBITDA of our Education business. PGL hosts residentialoutdoor, experiential learning programs for primary and secondary school students during the school term. We run25 campuses in the U.K., France, Spain and Australia providing outdoor activities which include raft-building, quad biking,archery, horse riding, rappelling etc. Children typically stay at our centres in the U.K. for about 3-4 days (average revenueper bed night of GBP68) and partake in a range of activities. We are market leaders in this business; state-funded schoolstudents account for the dominant share of our revenues, with private school students accounting for the rest.

We own 19 centres (spread over >1,280 acres) out of our 25 centres of operation (the rest are leased or hired).Capacity utilization was ~33% in aggregate (excluding Australia) in FY16. PGL’s net revenues grew by 13% y-o-y inconstant currency terms in FY16.

PGL Australia saw a very encouraging performance, achieving bed capacity utilization of 30% on a full-year basis within18 months of opening.

PGL’s overall bed capacity utilization overall is optically low purely due to seasonal factors. More particularly, in the peakwinter (Nov-Feb) there is insufficient sunlight to conduct many of our activities for children. Also, during the UK summerholiday months of mid-July-to-end-August we see a drop-off in the number of school guests. On weekends too we havelower capacity utilization throughout the year. We are aiming to drive higher capacity utilization at our campusesthrough a host of measures, particularly during the summer-holiday period and the weekends. We are also attemptingto drive utilization during the shoulder periods of winter to maximise revenue. To this end, some of the programs weconduct include residential programs for Brownies and Scouts, English-as-a-foreign-language programs for foreignstudents, National Citizenship Service programs for youngsters, soccer camps, dance camps, netball camps, and facilitiesfor parents to drop off their kids for short periods. It will be our constant endeavour to increase capacity utilization andderive higher margins in the future.

PGL has working relationships with the teachers and staff of more than 5,000 schools in the UK. The business runs onnegative working capital, i.e. the activities are paid for before the children arrive, and thereby enjoys a high rate of returnon capital employed.


The outlook is robust over the medium term for a number of reasons; not least of all because of a mini baby boom inthe U.K. The Department for Education sees a 12% increase in the pupil population over the period 2014-2023;pupil populations are forecast to reach levels last seen in the late 1970s. PGL is also gaining market share at the expenseof the campuses run by local educational authorities which have been facing budget cuts. PGL is targeting morestate-funded schools to gain market share and enhance capacity utilization at its campuses.

We are keen to invest in more PGL campuses (we operated a total of about 9,850 beds across 25 campuses overall in FY16)as we believe this brand has tremendous longevity and the industry itself has very high barriers to entry. We have afantastic health and safety record owing to which teachers and parents continue to repose their faith in us. We hosteda staggering 357,000 children at our campuses worldwide in FY16.

We intend to add beds and dining halls (i.e. brownfield expansion) in our existing centres that are located infast-growing sub-markets. We are also always on the look-out for attractive new campuses to buy or lease. There isplenty of room for us to grow our organic bed base in the U.K. as well as to expand the brand overseas.

We believe we can take the model and our skills to many markets in the world over time, including India. We are nowrunning two owned campuses in Australia. We are very positive on the Australian market and see it as a natural sourceof growth over the medium term.

NST/EST/StudyLink/TravelWorks

NST, EST, Studylink and TravelWorks account for about one quarter of our Education business net revenues and EBITDA.These brands resemble classical tour operations in that they are educational tours mainly for secondary school students.

NST is a 50-year-old brand which conducts experiential learning tours mainly for secondary school children in the U.K.(average group size of 36 students). We conduct more than 60 types of tours with detailed itineraries decided inconsultation with the teachers. The tours may be within the country or international, and may include air fare, bus fare,rail fare, accommodation, tickets to museums/attractions, sightseeing, lab fees, lectures etc. The gross average billing perstudent works out to >GBP400.

EST and StudyLink take UK higher-secondary school students and university students, respectively, on study visits andexcursions (both within-country as well as outside) with the aim of enhancing their understanding of their core subjectmatter. The tours may include conferences, trade fairs, speeches from renowned experts etc.

Our TravelWorks brand is involved with work, volunteer and internship placements abroad targeted mainly at Germanyouth, including gap-year placements.

We are pioneers in the education travel sector. We believe the future of education involves far greater emphasis onexperiential learning and applied thought, as compared to learning through textbooks in the past. Benefits of experientiallearning include - increased interest and strength focus on students’ major, improved academic performance and improvedoral and written expression. We have a tremendous opportunity before us to apply our experience of deliveringNST/EST/StudyLink/TravelWorks in the U.K. and Germany and introduce such programs in other parts of the world.

Awards

• Studylink achieved ISO 9001, ISO 14001

• ‘Preferred Supplier’ status was awarded by the Framework for Student Travel on both the Southern UniversitiesPurchasing Consortium and the London Universities Purchasing Consortium

• Nominated in the ‘Excellence in Customer Service’ awards for Nottingham Trent University

Meininger

Meininger’s unique selling proposition is to deliver a clean, safe stay for as little as EUR15 per night. Europe is the world’slargest lodging market and we expect Meininger to play a pivotal role in the renaissance of traveller experience inEurope. Meininger hybrid hotels are a unique fit between 3-star hotels and hostels. We offer twin-bed rooms,3-bed rooms, 4-bed rooms, 8-bed rooms or dorm-style accommodation at our 16 hotels in Europe (total 7,025 beds),mainly concentrated in Germany and Austria. It is a tremendous value proposition for our guests, which helped us todrive bed occupancy of about 76.6% in FY16. We believe profit growth in this business is limited only by the speed atwhich we can set up new hotels. We are following an asset-light strategy, wherein we focus purely on running the hotel;i.e. the land and building are owned by a landlord to whom we pay an annual lease rental. Landlords hold us in highregard, because we pay our rent even during lean years and during periods of low occupancy. We typically lease a hotelfrom landlords for 15-20 years.


Meininger saw its net revenues grow by 12% y-o-y in constant currency terms in FY16; EBITDA grew by 16% due to betterfixed-cost absorption, i.e. operating leverage. Bed occupancy rates rose from 75.0% in FY15 to 76.6% in FY16 despite theunprecedented events in Paris and Brussels in November 2015. Average revenue generated per bed night across Meiningerproperties was EUR28.4 in FY16, up 4% y-o-y.

In rupee terms, Meininger saw its net revenues grow by 2% to `36,416 lacs in FY16. EBITDA grew by 9% to `13,357 lacs.The weak euro kept the rupee rates of growth subdued.

The primary customer target group for Meininger are families, school groups, backpackers and business people. Meiningerprovides a clean safe environment for families and is a very attractive proposition for those looking for reasonablypriced accommodation in city centres. Meininger brand occupies a position of primacy among school and college tourgroups, as more than 20% of our overall revenues are driven by school and college tour groups. Our properties aregenerally located at city centres and/or close to railway stations and airports. We sell our beds through various channels, i.e.online through our own Web site, through online travel agents, through travel agents, by email and directly over the phone.

Guests at our hotels have the unique advantage of a full-fledged guest kitchen, where they can cook their own meals orwarm up food brought from out. They even have access to laundry facilities on the premises. Since we target youngerguests, wi-fi comes free with the stay. Breakfast is out sourced and is charged to guests at a competitive rate. Families thatstay at our Meininger hotels enjoy the four-bed-with-bathroom-en-suite configuration. Businessmen like our centrallocations and our clean, no-fuss offering. Individual travellers also enjoy our convivial atmosphere and easy access totourist hotspots.

Meininger’s low capital intensity and high occupancy make it a business that is uniquely high on parameters such asreturn on capital invested. Many of our properties are erstwhile hotels which have been renovated, refurbished, re-fittedand converted into a Meininger hotel. Our main capital investment responsibility is in the soft furnishings at the hotel,including the beds.

We believe Meininger will be a significant growth driver for the company over the medium to long term. There is a largevacuum in the branded hotel rooms market in Europe. A large proportion of the hotel room inventory in Europe belongsto ‘mom & pop’ establishments where service levels are low and declining. The hybrid hotel sector is attracting growthcapital as investors increasingly see the size of the extant opportunity; the business has proved to be resilient even in theface of the European recession.

New initiatives

• Meininger signed an agreement with HGHI Holdings for a new hotel featuring 865 beds in Berlin, next to theTiergarten in the Schultheiss Quartier.

• Meininger signed an agreement with Foncière des Murs for a new hotel featuring 820 beds in Munich located onLandshuterAllee close to the Olympic Park.

• Meininger signed an agreement for a hotel featuring 394 beds in Rome near the Termini train station

• Meininger signed an agreement for a hotel featuring 682 beds located on Gran Via in the south-west area ofBarcelona.

• Meininger signed an agreement for a hotel featuring 404 beds in Leipzig, located in close proximity to the main train station.

• Meininger signed an agreement with Bedori Investment Kft for a hotel featuring 751 beds in Budapest, located in theimmediate vicinity of the city centre on Csarnokter, next to the Great Market Hall.

Others

The ‘Others’ portion of our business substantially relates to our visa processing business. This business generatedrevenues of `10,966 lacs in FY16 versus `8,562 lacs in FY15.

New initiatives

• The Embassy of Italy in Qatar appointed Cox & Kings Global Services (CKGS) as the new service provider forprocessing visa applications for all residents of Qatar wishing to go to Schengen area with Italy as the maindestination. The new Italy Visa Application Centre has been processing all tourist & business visas. The Visa ApplicationCentre also processes applications for travels to Sweden, Malta and Estonia, which are represented in Qatar by theEmbassy of Italy with reference to Schengen visa applications.

• Cox & Kings Global Services (CKGS) has been appointed as the only authorised service provider for the Embassy ofIndia and its Consulates across the USA for Indian Passport Services with effect from May 7, 2016.


Detailed financials

Fixed assets, Capital work-in-progress & Goodwill

` in lacs

Particulars FY 2016 FY 2015 FY 2014

Gross Block

Tangible 2,07,149 1,97,834 3,00,310

Intangible 24,045 27,410 23,005

Total 2,31,194 2,25,244 3,23,315

Less: Depreciation & Amortisation

Tangible 30,803 28,528 71,489

Intangible 11,941 11,801 12,488

Total 42,744 40,329 83,977

Net block 1,88,450 1,84,915 2,39,338

Capital work-in-progress 3,984 1,562 4,397

Intangible assets under development 21,938 15,678 13,768

Goodwill on consolidation 2,62,488 3,27,258 4,05,320

Total 4,76,860 5,29,413 6,62,822

Net block (including WIP) as on March 31, 2016, was `2,14,371 lacs, an increase of `12,216 lacs over the prior year,despite the sale of some businesses, owing mainly to capital expenditure on bed capacity expansion at PGL andinvestment in technology at a group level. The net block of the company primarily relates to our ownership of land andbuilding at PGL centres in the UK, France and Australia, furniture & fixtures across our global offices and hotels, and thecarrying value of software and hardware.

Goodwill on consolidation fell by `64,770 lacs to `2,62,488 lacs, owing to the write-off of `74,767 lacs of goodwill on saleof businesses and partly offset by an increase of `9,997 lacs in the value of goodwill held at UK subsidiary level due toy-o-y depreciation of the rupee against the pound.

Debt profile

` in lacs


Long-term debt 2,82,607 3,30,647 4,73,945

Short-term debt 84,220 15,000 34,634

Current portion of long-term debt 43,252 32,384 46,621

Current portion of lease finance obligations 41 15 3,160

Total gross debt 4,10,120 3,78,046 5,58,360

Cash and cash equivalents 1,84,422 1,40,568 1,37,863

Net debt 2,25,698 2,37,478 4,20,497

Our total gross debt increased by `32,073 lacs y-o-y to `4,10,120 lacs as of March 31, 2016. However, this was merely atransient increase as the transaction of sale of an effective 51% stake in Superbreak and Laterooms was completed onMarch 31, 2016. Therefore, the cash from the sale was lying dormant and had not yet been used to pay down debt.Moreover, there were some working capital changes that resulted in a temporary spike in working capital credit.

Net debt fell by `11,780 lacs y-o-y to `2,25,698 lacs as of March 31, 2016. Our net debt to equity ratio stands at 0.7xas of March 31, 2016.


Shareholders’ funds

` in lacs


Share capital 8,466 8,466 6,826

Reserves & surplus 2,30,380 2,46,224 1,68,665

Warrants 5,615 5,615 -

Total 2,44,461 2,60,305 1,75,491

Total shareholders’ fund including minority interests and warrant application money fell by `27,327 lacs y-o-y in FY16.Accretion to reserves was reduced pursuant to write-down of Goodwill worth `74,767 lacs on sale of subsidiaries.Minority interests fell by `11,483 lacs y-o-y in FY16 as the goodwill write-offs were related to subsidiaries in which thereare minority interests. Moreover, a charge of `6,370 lacs was routed through reserves on account of translational impactof foreign exchange movements on balance sheet items. A further charge of `11,598 lacs was routed through reserves toaccount for the movement of UK subsidiaries to IFRS from April 1, 2015.

Non-current investments

Non-current investments increased by `5,974 lacs in FY16 to `9,215 lacs, mainly on account of the company’s investmentof `6,076 lacs for a 49% equity stake in Malvern UK Enterprises Ltd., the new holding company of Superbreakand Laterooms.

Current assets (excluding Cash & cash equivalents)

` in lacs


Current investments 2,801 2,801 2,808

Inventories 2,915 2,363 1,991

Trade receivables 1,39,861 1,18,046 1,13,558

Short-term loans & advances 1,17,095 99,543 1,20,422

Other current assets 165 165 165

Total 2,62,837 2,22,918 2,38,944

Total current assets (excluding Cash & cash equivalents) increased by `41,280 lacs y-o-y to `2,64,198 lacs. The increase wasprimarily on account of extension of higher working capital credit. This increase in current assets is after reduction of`20,414 lacs on account of subsidiaries sold.

Current liabilities (excluding short-term borrowings)

` in lacs


Trade payables 46,001 39,661 54,277

Other current liabilities 1,40,547 1,32,883 1,62,014

Short-term provisions 8,143 8,408 6,433

Total 1,94,692 1,80,952 2,22,724

Total current liabilities (excluding short-term borrowings) increased by `13,740 lacs y-o-y to `1,94,692 lacs.The increase was primarily on account of higher credit days extracted from vendors. This increase in current liabilities isafter reduction of `37,382 lacs on account of subsidiaries sold.

It is important to bear in mind while analysing our current assets and current liabilities that these numbers represent thegross value of the transactions at hand on that date. By contrast, our Profit & Loss account including revenue line itemsare reported on the basis of net revenues alone, i.e. gross sales less direct expenses like air tickets, hotels, ground servicesand distribution commissions.


Results of operations

` in lacs


Income from operations 2,35,191 2,56,909 2,30,759

Other income 3,012 5,346 4,307

Total 2,38,203 2,62,255 2,35,066

Camping revenues - 35,247 39,766

Total ex Camping 2,38,203 2,27,008 1,95,300

Total income (excluding Camping) rose by 5% y-o-y to `2,38,203 lacs in FY16. Total income from continuing operations(excluding Other Income) rose by 7% y-o-y to `2,03,510 lacs in FY16. More details on growth in income have been givenhereinbefore.

Expenditure

` in lacs


Employee benefit expenses

Salaries & Wages 73,201 79,328 76,623

Others 9,902 12,072 10,856

Total employee benefit expenses 83,103 91,400 87,479

Other expenses

Advertisement & publicity 16,435 14,036 10,568

Rent 13,762 14,968 13,828

Others 40,106 35,422 29,870

Forex (gain)/loss -4,904 -68 -22,045

Total other expenses 65,399 64,358 32,221

Total expenditure 1,48,502 1,55,758 1,19,700

Total expenditure (excluding forex gain/loss) 1,53,406 1,55,826 1,41,745

Total expenditure (excluding Camping & forex gain/loss) 1,53,406 1,40,691 1,24,096

Total expenditure (excluding Camping business and gains/losses on foreign exchange) rose by 9% y-o-y to `1,53,406 lacsin FY16 mainly on account of higher marketing expenses at Laterooms and Superbreak.

Earnings before interest, tax, depreciation and amortization (EBITDA), excluding Camping business, Other Incomeand gains/losses from foreign exchange, rose by 1% to `81,985 lacs in FY16. EBITDA from continuing operations grew by11% y-o-y to `82,379 lacs in FY16.

Profit before exceptional items and tax

Our Profit before exceptional items, forex gains or losses, and tax stood at `44,579 lacs in FY16, down 18% y-o-y. However,excluding Camping business, PBT before exceptional items and forex gains or losses was up 5% y-o-y.

Finance costs were lower by 28% y-o-y at `25,367 lacs in FY16 on lower average indebtedness during the financial yearpursuant to the substantial deleveraging initiatives undertaken in FY15. Depreciation and amortization expenses alsocame in lower at `14,851 lacs in FY16 versus `19,831 lacs in FY15 mainly due to sale of Camping business.

Consolidated net profit after tax, minority interests and share of income from associates

Our consolidated net profit after tax, minority interests and share of income from associates was lower by 41% y-o-yat `5,394 lacs. The fall in profits was mainly on account of write-off of goodwill worth `74,767 lacs related to saleof subsidiaries Superbreak and Explore. Core profitability from continuing operations remained robust as explainedhereinbefore.


Minority interests incurred a loss of `5,954 lacs in FY16 on account of the net loss booked on sale of subsidiaries.

Share of income from associates was a net loss of `88 lacs in FY16 as compared to `175 lacs in FY15.

Cash flows

` in lacs


Net cash flow from operating activities 74,772 49,804 80,927

Net cash used in investment activities -44,265 1,01,337 -103,585

Net cash flow from financing activities -9,669 -1,21,664 -11,859

Net increase/(decrease) in cash & cash equivalents 20,838 29,477 -34,516

Net cash flow from operating activities for FY16 was `74,772 lacs. This comprised of operating profit before workingcapital changes of `83,322 lacs, net changes in working capital of `5,685 lacs and taxes of `(14,235) lacs.

The cash flow impact of change in working capital is after excluding the change on account of sale of Explore WorldwideLtd. and Superbreak division of Holidaybreak Ltd. to the extent of `16,969 lacs.

Net cash from investment activities was `(44,265) lacs during the year. Important components included `(32,016) lacs offixed asset purchase and `54,387 lacs from the sale subsidiaries during the year.

Net cash used in financing activities was `(9,669) lacs. Key components included additional borrowings (mainly refinancingof old loans) `1,05,156 lacs, repayment of loans `(1,54,219) lacs and interest pay-out of `(25,367) lacs.

Below is a table providing key information on the Contingent liabilities.

Contingent Liabilities

` in lacs


Guarantees 40,351 43,867 56,272

Tax demands 13,636 13,670 13,346

Legal claims not acknowledged as debt 1,465 1,126 1,393

Risk Management

Risk is a natural accompaniment to every business and it is of paramount importance for every organization to identify,classify and mitigate risks that may impact its normal functioning. At Cox & Kings, with our operations spanning across23 countries, everyday we undertake thousands of unique transactions in multiple global currencies. To ensureourseamless working, we have developed a robust risk management framework containing requisite de-risking policies andstrategies. A few of these include:

Brand Risk:

• Our growth will depend on our ability to sustain our brand and failure to do so will have a negative impact on ourability to compete in this industry and grow.

• Risk Mitigation Strategy: Every year, we take several marketing measures to build and promote our brand.We understand that sustaining of our brand positioning would be strongly linked to our ability to provide highquality service levels and we have been consistently investing in the same.

Interest Rate Risk:

• Changes in interest rate may negatively impact our cash outflows and profitability.

• Risk Mitigation Strategy: We understand that interest rates can change and hence maintain comfortable interestcoverage ratio. Our net debt to equity ratio stood at a very comfortable 0.7x at the end of FY16. Our Net Debt/EBITDAratio also fell to a healthy, capital-efficient 2.66x in FY16 (excluding Camping and forex gains or losses) from 2.74x inFY15 (excluding Camping and forex gains or losses). Our interest coverage ratio (EBIT excluding forex gains or losses/Interest expense) rose to 2.76x in FY16 from 2.67x in FY15.


Currency Risk:

• The revenues of overseas subsidiaries are in Pound Sterling, Japanese Yen, Australian Dollars, among others,while India inbound revenues are denominated in U.S. Dollars, Euro and Pound Sterling, among other.Fluctuations in exchange rates have direct impact on business, our debt levels and interest outgo.

• Risk Mitigation Strategy: We normally charge our customers in the currency that we pay to our third-party partnersor incur expenses in. Most of our interest outgo is also in the currency we earn and hence to a large extentis naturally hedged. On our USD debt, which is proportionally larger than our revenues in USD, we have takenhedge cover.

Competition Risk:

• The travel & tour industry is highly fragmented with limited entry barriers and is highly competitive.

• Risk Mitigation Strategy: We have created/acquired well established brands in each of our core business segmentsand are amongst the leading players in most geography that we operate in. Through our consistent investment inbrand, technology and infrastructure we strive to stay ahead of the competition.

Economic Risk:

• The Tours and Travel industry is a cyclical industry and is sensitive to changes in the economy in general. A slowdownin global economy in general and any of our focused economies in particular can unfavourably impact our business.

• Risk Mitigation Strategy: Through a mix of diverse business segments and diverse geographies we have addedconsiderable resilience to our business model. Additionally, our core education business is considerably moreresilient to economic vagaries.

Attrition Risk:

• Our ability to retain talent is critical to the orderly conduct of business and achievement of business growth.

• Risk Mitigation Strategy: We understand that employees are our most critical assets and the biggest driver of ourprofitability. We have developed employee friendly policies and make consistent investments to attract, nurture andretain industry best talent.

Internal control system

We have created sufficient internal control systems to ensure optimal asset utilization and preservation of its value.A four-member audit team consisting of three independent directors including its chairman conducts periodical reviewsto ensure accuracy of financial statements, safety of Company assets and compliance with applicable laws and regulations.Sturdy processes and systems have been created to ensure compliance to defined process and procedure at every leveland are regularly monitored both internally and by a team of external auditors.

Human capital

We strongly believe that our sustenance and profitability is strongly linked to our ability to attract, nurture and retainindustry best talent. For the very same reason, we have been consistently investing in our employees across all levels,in various ways.

Through our extensive induction program, we help our new employees to blend into existing system with a strongpositive mindset. The new joinees, through a mix of well-developed training and interactive programs, are familiarizedwith the company, the management, processes, policies and procedures.

We conduct both technical and soft skill programs throughout the year to help our employees add skills, gain confidenceand become a more effective team player. Keeping in mind the highly dynamic nature of the industry, during the year weconducted training on self-development, personality enhancement, smart selling, team building and team managementacross most major branches. We also conduct regular IT training programs to familiarize our employees with newsystems and applications and also to keep them abreast with latest technologies.

We regularly conduct workshops for our employees across various levels to help them identify and address shortfalls ifany, to bring about a wave of positive learning and to groom them become leaders in their own right. In addition tomultitude of internal workshops that we conduct every year, we also actively invest in external management programsespecially for our middle and senior management. A few of the external training program conducted during the yearwere:


Risk Orientation and Mitigation workshop: Senior Management team went through Risk Orientation workshop for 1 dayfollowed by 2 day Risk Mitigation Workshop which was conducted in Mumbai.

Finance for Non Finance Managers workshop: Senior Management team underwent 3 days’ workshop on Finance forNon-Finance Managers. The program objective was to make senior professional to be conversant with financial-decisionmaking tools, which helps them to analyze a given financial statement, understand the nature of cost and ways to reducecost, take pricing decision, decide a product mix and opt for the best option suiting the financing need.

Making Magic sales workshop: A 2 day workshop was conducted in Mumbai, Jaipur, New Delhi, Kolkata, Bangalore,Hyderabad and Chennai. Sales employees were trained with an objective to help employees gain smart selling skills,improve the quality of their interactions especially with customer

Time Management: A one day program on Time Management was conducted in Mumbai, New Delhi, Chennai andBangalore. The purpose of the workshop was to discover strategies and solutions for minimizing distractions andmanaging time efficiently.

Leadership Program: A two day program focused on developing leadership skills for the new leaders as well aspre-existing leaders of the organization. The program demonstrated ways to enhance basic managerial skills,coaching skills, team building skills, time management skills, quality, and motivation.

Team Bonding Workshop: A one day experiential training program for the leadership team was arranged in Mumbai.

Presentation Skills & Reinforcement: A two day course designed to introduce behavior and strategies that supportpresentations. Participants had to prepare and deliver a presentation using the techniques and tools introduced.

International Etiquette & Fine Dining Workshop: Senior Management team went through the International Etiquette &Fine Dining Workshop. The main focus of the workshop was sharpening etiquette and dining skills. The program wasdesigned for the individuals to effectively communicate in diverse environments anywhere in the world and those whorepresent company’s professional image in the domestic and international market.

Corporate Grooming & Etiquette workshop: A Corporate Grooming & Etiquette Workshop conducted by Van Heusenwas held in Mumbai and Delhi for junior and middle management employees.

Rewards & employee recognition across multiple platforms form an integral part of our human resource developmentstrategy. A few of the recognition programs that we conduct every year include:

- Pinnacle: Conducted every month to recognize and award exemplary performers of the month at individual businessunit/functional level.

- Pinnacle Star: Conducted every year where top three performers for the fiscal year at individual business unit/functional level are awarded.

- Phoenix: A franchise store specific program conducted monthly, quarterly and annually to recognize the outstandingwork of area sales manager, store managers & counter staff.

- C&K Long Service Award: An award to felicitate employee loyalty to the Company for their dedicated service on theirsuccessful completion of 5 years, 10 year, 15 years+ with the Company.

Fast growth and expansion may at times lead to unintentional overlooking of possible discontentment. We believe thatit is important to identify concerns early and take appropriate corrective actions. For the same reason our employeesexperience strong connect with not just their immediate superior but also our senior leaders. We also conduct skip levelmeetings where our HR Head connects with the staff across all grades at individual business unit level. In this interactivesession our leaders put themselves mostly in listen mode to get staff views, suggestions and thoughts on how toimprove the work culture, productivity and performance of the company and also of their individual their business unit/functional level.

Important forecast for the coming year

We are looking to build on the gains in market share over the past decade in India. We intend to further entrenchourselves as the leading travel enterprise in the country. We are looking to increase our bed capacity in our Educationbusiness. We are also looking forward to further strengthen our Meininger brand in Europe by introducing it in newermarkets. We are looking to substantially increase our bed capacity in Meininger over the medium term.

Adverse incidents appear to be increasing in many countries, especially in Europe, and we are cautious with regard to thenear term impact of these incidents on the travel sector. Moreover, the decision of the UK to leave the European Unionmay lead to heightened uncertainty in the coming year. However, Cox & Kings is well diversified, having a balancedportfolio of travel brands across 23 countries and we expect to be relatively better positioned, business-wise andfinancially, to withstand the economic impact of these incidents.

We intend to further strengthen our balance sheet over the next one year, while ensuring that funds for expansion ofbusiness are made available. The deleveraging and capital efficiency initiatives of the last one year will lead to lowerinterest costs in FY17.


BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT

Directors’ Report

Dear Shareholders,

Your Directors have great pleasure in presenting the 76th Annual Report together with Audited Financial Statements forthe financial year ended March 31, 2016.

1. FINANCIAL PERFORMANCE

The company’s financial performance, for the year ended March 31, 2016 is summarized in below:

(` in lacs)

Particulars Standalone Results Consolidated Results

2015-16 2014-15 2015-16 2014-15

Net Sales & Other income 54,276 48,059 2,35,191 256,909

Profit before Taxation 25,957 22,235 15,424 23,365

Provision for Taxation 9,022 8,117 15,896 14,326

Profit After Tax 16,935 14,116 (472) 9,039

Proposed Dividend (inclusive of dividend tax) 1,693 1,693 1,693 1,768

Earnings Per Share (`) 10 9.56 3.19 6.22

2A. DIVIDEND

The Directors are pleased to recommend a Dividend of 20% (`1/- per equity share of `5/- each) to be appropriatedfrom the profits of the financial year ended March 31, 2016, subject to the approval of the shareholders at theensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations. The dividend,if declared as above, would involve an outflow of `1765.65 lacs towards dividend and `359.45 lacs towards dividendtax, resulting in a total outflow of `2125.1 lacs.

The dividend will be paid to members whose names appear in the Register of Members as on September 16, 2016.In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

The dividend payout for the year under review has been formulated in accordance with the Company’s policy to paysustainable dividend linked to long-term performance, keeping in view the Company’s need for capital for itsgrowth plans and the intent to finance such plans through internal accruals to the maximum.

2B. TRANSFER TO DEBENTURE REDEMPTION RESERVES:

As per requirement, your Company has transfered `2.22 Lacs to Debenture Redemption Reserves.

3. OVERVIEW OF FINANCIAL PERFORMANCE

FY16 was a year of robust organic growth at our Leisure - India, Education and Meininger divisions. We alsoconsolidated our Leisure - International division by taking a slew of measures which unlocked shareholder value.

In March 2016, Cox & Kings Ltd. sold 100% stake in Laterooms Group UK Ltd. (which was purchased for £8.5 millionin October 2015) for £20.0 million to Malvern Enterprises UK Ltd. Cox & Kings’ Holidaybreak subsidiary also sold 100%of its Superbreak business for a net consideration of £9.25 million to Malvern. Simultaneously, Cox & Kings Ltd.bought a 49% stake in Malvern for £6.37 million. Malvern is 51%-owned by a private equity investor. Proceeds ofthe transaction were used to pay down debt in April 2016. In November 2015, Cox and Kings - through itsHolidaybreak subsidiary - sold 100% of Explore Worldwide, an adventure unit, for a consideration of £25.8m toHotelplan UK Group.

The consolidation of the business has helped us to streamline our focus on our four key verticals Leisure - India,Leisure - International, Education and Meininger.

Cox & Kings Ltd.’ revenues from continuing operations grew by 7% y-o-y to `2,03,510 lacs in FY16, while EBITDA grew11% y-o-y to `82,379 lacs. Reported PAT came in at `5,394 lacs (as compared to a net profit of `9,178 lacs in FY15);the reduced profitability is mainly as a result of goodwill write-off of `74,766 lacs on sale of businesses.

Our total gross debt increased by `32,073 lacs y-o-y to `4,10,120 lacs as of March 31, 2016. However, this was merelya transient increase as the transaction of sale of effective 51% stake in Superbreak and Laterooms was completed onMarch 31, 2016 and the proceeds were utilized to repay debt after the financial year end. Moreover, there were someworking capital movements that resulted in a temporary spike in working capital credit. Further, we invested incapacity expansion at our PGL business as well as in technology.


We reduced our net debt by `11,780 lacs y-o-y in FY16. Our leverage ratios are now at very comfortable levels(net debt to equity of 0.7x) and the rates of our outstanding borrowings are low.

Leisure - India

Our Leisure - India business grew robustly during the year. Net revenues were up 13% to `54,276 lacs, while EBITDAgrew by 11% to `26,272 lacs. EBITDA margins were slightly lower at about 48.4%.

Today Cox & Kings operates through a powerful network of 12 own stores, 142 franchisees and 90 preferred salesagents. We have dominant market share in the organized space, which has been growing steadily over the last fewyears. Our sheer size enables us to secure the best possible deals from airlines, hotels and other vendors, which inturn enables us to offer the best value proposition to the Indian traveller.

Our Outbound package holidays business has grown at a CAGR of 25% over the last five years. India is a highlyunderpenetrated market for outbound tourism. With India now being the world’s fastest growing major economywe expect a substantial spill-over into outbound travel and tourism.

India is also currently experiencing a domestic tourism boom. Domestic travel has been among our fastest growingsegments over the last few years, and in particular, has been an area where we believe we have significantlyoutperformed competition.

Meetings, incentives, conferences and events (MICE) as a business has tremendous growth and profit potential andCox & Kings is uniquely positioned to capitalize on the opportunities in this space.

We are also very strong in Business Travel, offering the best-value, customized, flexible solutions to corporatecustomers. Our Business travel division is a fantastic lead generator for our other travel divisions such as holidays,MICE and forex.

Inbound travel has been a relatively slower-growing business for some years now. Cox & Kings operates in thepremium end of the market here. Near-term challenges remain in the industry, as competitor countries in Asia areinvesting far more in attracting tourists to their shores. The relative strength of the rupee over the past year has beena dampener on inbound demand as well.

Our foreign exchange business encompasses all transactions with our customers which involve the exchange ofcurrency, mainly the conversion of rupees into foreign currency. With increasing foreign travel both for business andleisure the outlook is positive.

Leisure - International

Leisure International underwent a major reorganization in FY16 leading to significant shareholder value creationand resulting in C&K becoming a leaner and more-focused enterprise today.

Our Leisure - International business from continuing operations grew robustly during the year. Net revenues fromcontinuing operations were up 3% to `35,350 lacs, while EBITDA grew by 15% to `19,171 lacs owing to strongperformances in our Dubai, UK and USA businesses. EBITDA margins rose by 550bps to 54.2%.

Leisure - International (including hived-off/discontinued operations) saw revenues grow by 4% y-o-y to `67,348 lacsin FY16. EBITDA was lower by 20% y-o-y at `18,778 lacs owing to significant expenditure on branding and marketingat our Laterooms and Superbreak businesses during the year prior to their sale.

Going forward, the reshaped Leisure - International vertical now comprises our C&K U.K., C&K U.S.A., C&K Dubai,C&K Australia and C&K Japan divisions. The U.K., U.S. and Dubai operations accounted for 90% of the EBITDA of thisbusiness in FY16. This business occupies a niche position in several key markets and produces a steady stream ofcash flow; it also enjoys a substantial amount of repeat business.

We expect this business to continue to grow in line with ITB World Travel Trends’ estimate of growth in global travel ofabout 4.3% p.a. Despite rising terrorist threats, growth of travel and tourism in 2015 (3.0%) outpaced that of theglobal economy and a number of major sectors including manufacturing and retail, according to WTTC.

Cox & Kings continues to leverage the strong vendor relationships across all its divisions to deliver the best value tocustomers around the world.

Education

Net revenues in the Education business grew by 6% y-o-y in FY16 in constant currency terms, while EBITDA grew by12% despite the challenging environment. In rupee terms, net revenues grew by 4% y-o-y to `66,502 lacs in FY16while EBITDA grew by 10% to `28,648 lacs.



Cox and Kings is today a world leader in experiential learning or outdoor learning. We are market leaders in theU.K. which has among the most developed education systems in the world. We cater to both primary schoolstudents as well as secondary school students. Our brands PGL and NST are more than five decades old andare household names in the U.K. The Education business is now the company’s biggest EBITDA contributor(before minority interests).

PGL now accounts for about three-quarters of the net revenues and EBITDA of our Education business. We are keento invest in more PGL campuses as we believe this brand has tremendous longevity and the industry itself has veryhigh barriers to entry. We have a fantastic health and safety record owing to which teachers and parents continue torepose their faith in us. We hosted a staggering 357,000 children at our campuses worldwide in FY16.

Our expansion into PGL Australia saw a very encouraging performance. We achieved a better-than-expected bedcapacity utilization of 30% on a full-year basis within 18 months of opening.

The outlook is robust over the medium term for a number of reasons; not least of all because of a mini baby boomin the U.K. The Department for Education sees a 12% increase in the pupil population over the period 2014-2023;pupil populations are forecast to reach levels last seen in the late 1970s. PGL is also gaining market share at theexpense of the campuses run by local educational authorities which have been facing budget cuts.

NST, EST, Studylink and TravelWorks brands account for about one quarter of our Education business net revenuesand EBITDA. These brands resemble classical tour operations in that they are educational tours mainly for secondaryschool students. We have a substantial opportunity before us to apply our experience of delivering educationaltours in the U.K. and Germany and introduce such programs in other parts of the world.

Meininger

Meininger saw its net revenues grow by 12% y-o-y in constant currency terms in FY16; EBITDA grew by 16% due tobetter fixed-cost absorption, i.e. operating leverage. Bed occupancy rates rose from 75.0% in FY15 to 76.6% in FY16despite the unprecedented events in Paris and Brussels in November 2015. Average revenue generated per bed nightacross Meininger properties was EUR 28.4 in FY16, up 4% y-o-y.

In rupee terms, Meininger saw its net revenues grow by 2% to `36,416 lacs in FY16. EBITDA grew by 9% to `13,357 lacs.The weak euro kept the rupee rates of growth subdued.

Meininger’s unique selling proposition is to deliver a clean, safe stay for as little as EUR15 per night. Europe is theworld’s largest lodging market and we expect Meininger to play a pivotal role in the renaissance of the travellerexperience in Europe.

Meininger’s low capital intensity and high occupancy make it a business that is uniquely high on parameters suchas return on capital invested. We believe Meininger will be a significant growth driver for the company over themedium to long term. There is a large vacuum in the branded hotel rooms market in Europe. A large proportion ofthe hotel room inventory in Europe belongs to ‘mom & pop’ establishments where service levels are low anddeclining. The hybrid hotel sector is attracting growth capital owing to the size of the extant opportunity; moreover,the business has proved to be resilient even in the face of the European recession.

Others

The ‘Others’ portion of our business substantially relates to our visa processing business. This business generatedrevenues of `10,966 lacs in FY16 versus `8,562 lacs in FY15.

Human Resources

C&K vision is to be the most trusted ‘Employer Brand’ in the Travel trade. We strongly believe in creating a culturethat encapsulates C&K values in Key Business Practices, People Experiences & Workplace Principles. Our HR strategyis to identify and align the critical HR Practices to Business Strategy, which in turn translates in to the Employee ValueProposition of the organization.

Training and Development

Through our comprehensive induction program, we help our new employees to blend into existing system with astrong positive mindset. The new joinees, through a mix of well-developed training and interactive programs, arefamiliarized with the company, the management, processes, policies and procedures.

We conduct both technical and soft skill programs throughout the year to help our employees add skills,gain confidence and become a more effective team player. Keeping in mind the highly dynamic nature of theindustry, during the year we conducted training on smart selling, team building, time management and various othertrainings across junior management and middle management.


Employee Engagement

This is a key high light in C&K and includes an annual theme towards promoting health and wellness, Safety andsecurity, and saving natural resources and ecological balance.

Through Employee engagement & connect initiatives HR aims:

• At providing a wholesome culture “fuller life” amongst employees while at work

• To create a high energy working environment

• To encourage increased productivity & performance

• Partnering with Business to achieve the virtuous cycle through engaged employees

With this in mind, many employee engagement initiates were planned and executed at all our offices. Programson health and safety, festive activities and competition, sports events and in-house programs were conductedthrough-out the year.

DISHA - C&K’s very own Innovation Think Tank

DISHA, a hindi word, means Direction. We launched Disha this year with the express objective of including theC&K team in unfurling a new direction for the future, in discovering new horizons. People are the strength of anyservice industry and over time become treasure troves of knowledge that most often goes untapped.

We invited innovative business ideas from the employees and to channelize thoughts a few directives were given interms of expected outcomes. These were business process improvement, customer satisfaction, operations efficiency,cost cutting, quality and energy savings. The broader objective was to engage with employees across levels andmake them partners in the progress of the company.

Rewards & Recognition

As an organization, we strongly believe in and promote meritocracy driven culture. Rewards & employee recognitionacross multiple platforms form an integral part of our human resource development strategy.

A few of the recognition programs that we conduct every year include:

• Pinnacle - Conducted every quarter to recognize and award exemplary performers of the quarter at individualbusiness unit/functional level.

• Pinnacle Star - Conducted every year where top performers for the fiscal year at individual businessunit/functional level are awarded.

• Cox and Kings Long Service Award: An award to felicitate employee loyalty to the Company for their dedicatedservice on their successful completion of 5 years, 10 year, 15 years+ with the Company.

Information Technology

C&K IT systems have been in the continuous improvement & enhancement mode for last few years, howeverconsidering “customer centricity” to be the core ethos; C&K conducted the strategy review of the whole IT landscape/Ecosystem in the light of where market is moving globally. The outcome of this comprehensive review led C&K toembark on journey to transform it product capabilities and offerings by revamping the IT infrastructure and systemsto achieve more agility and scalability by adopting the service oriented framework at an enterprise level which willallow C&K to float new offering in a rapid manner with high quality standards enabling enhanced and intuitivecustomer experience.

This enterprise wide initiative will not only improve the “time to market” for our offerings but also enhance the overorganisational effectiveness, whereby the focus is not just on the underlying technology but also on businessprocess optimisation and efficiency gains through automation straight through processing and digitisation. We seethis approach to improvise cost efficiency ratio.

C&K’s strategic focus factored the technological advancements in internet space, mobile and call centre as a complimentarybouquet to service retail as well as wholesale/institutional segments. Our Branch, Franchisees and call centre will besupported by telephony automation and integration with CRM systems to enable more effective & efficient customerservices. In one of the last years Gartner survey which was conducted across various industries it has clearly outlinedthat the telephony automation has led to significant improvement in customer experience.

During the year, C&K has also further enhanced its usage of Social Media to connect with customers directly.Now, customers feedback and inputs on our products and services helps us design customer centric products andenhance our service levels to our customers. Furthermore we are in the planning stage to adopt implementation ofdata analytics to identify and narrow down customer requirements and preferences to such a granular level thatC&K can offer more personalised and value added services.



4. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions ofSection 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for theperiod ended on March 31, 2016 and state that:

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

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

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

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

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Reporthave been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing thesalient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed formatAOC-1 is provided as annexed to this Report. The statement also provides the details of performance and financialposition of the Subsidiary Company & Associate Company.

In accordance with Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidatedfinancial statements & related information of the Company & Audited Accounts of its Subsidiary Company areavailable on the website www.coxandkings.com. These documents will also be available for inspection duringbusiness hours at the registered office of the company. Any member desirous of obtaining a copy of the saidfinancial statement may write to the Company Secretary at the Registered Office of the company.

6. INDIAN ACCOUNTING STANDARDS (IND AS)-IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015 hasnotified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification the company & itssubsidiary would adopt Ind AS for the accounting period beginning April 1, 2016.

In 2015-16, your Company has substantially completed the assessment of the impact of the change to Ind AS onreported reserves and surplus and on the reported profit for the relevant periods. Your Company has also completedthe modification of accounting and reporting systems to facilitate the changes.

7. CHANGES IN SUBSIDIARIES & ASSOCIATES:

During the Year under review, following subsidiary have become or ceased to be Company’s subsidiaries.

Companies which have become our subsidiaries during the financial year 2015-16

Prometheon Australia Pty Ltd. Meininger Hotel Leipzig Hauptbahnhof GmbH

Prometheon Singapore Pte. Ltd. Meininger Hotel USA Limited

Hotelbreak Enterprise UK Ltd. Meininger Holding USA Inc

Hotelbreak Holdings UK Limited Meininger Hotel Europe Limited

Hotels London Limited MEININGER Hotel Rome Termini Station S.r.l

MEININGER Hotel Hungary kft MEININGER Hotel Venice Marghera S.r.l

Meininger Hotel Munchen Hirschgarten Meininger Hotel Asia Pacific Pte. Limited

Meininger Hotel Munchen Olympiapark GmbH


Companies which ceased to be subsidiaries during the financial year 2015-16

Explore Aviation Ltd. Regal Driving & Tours Ltd.

Explore Worldwide Adventures Ltd. Adventure Travel Experience Inc

Adventure Experience Inc Superbreak Mini Holidays Transport Ltd.

Late Rooms Limited Superbreak Mini Holidays Group Ltd.

Explore Worldwide Ltd. Superbreak Mini holidays Ltd.

8. CREDIT RATING:

Credit Analysis & Research Ltd (CARE), the Rating Agency, has reaffirmed and enhanced the Commercial Paper issuecarved out of sanctioned working capital limit of the Company from the existing `895 Crores to `920 Crores.The Rating has been reaffirmed as CARE A1+ (A One Plus). Instruments with this rating indicate very strong capacityfor timely payment of financial obligations and carry lowest credit risk.

CARE has also reaffirmed and enhanced the long term bank facilities of the Company from existing `1019 Crores to`1044 Crores. The Rating has been reaffirmed as CARE AA (Double A). Instruments with this rating indicate high safetyfor timely servicing of debt obligations and carry very low credit risk.

9. OTHER UPDATES:

a. Meininger, Subsidiary of the Company, signs Contract for opening of new Hotels

In Berlin: Meininger Hotels and Hghi Holding have signed a contract for a new hotel in Berlin. The new Hotel inBerlin Tiergarten will be located in the Schultheiss Quartier in the district of Moabit next to the Tiergarten.It’s going to be the 6th MEININGER hotel in Berlin.

Located within walking distance to the underground stations Birkenstrasse and Turmstrasse, the connection topublic transportation is excellent. The hotel is located in close proximity to Berlin’s largest and most popularpark in central Berlin, the Tiergarten.

MEININGER Hotel Berlin Tiergarten will be part of the mixed-use development Schultheiss Quartier consisting ofapproximately 120 retail shops and offices. The shopping and service centre is located on the premises of theformer Schultheiss Brewery. It is set to feature a modern, urban and unique mix of shopping, gastronomy andentertainment.

In Munich: MEININGER Hotel and Fonciere Des Regions signed an Agreement for a new Hotel In Munich NearThe Olympic Park

The MEININGER Hotel Munich Olympic Park is going to be the second MEININGER hotel in Munich and isscheduled to open by the end of 2017. Due to its location at the Mittlerer Ring, which offers connections toall main motorways, the hotel is easily accessible from all directions. The Central Station can be reached within10 minutes by tram.

IN ROME: During the year MEININGER Hotel signs contract for opening up a Hotel in Rome. This will be the firstMEININGER hotel in Italy and is going to be located on Via San Martino della Battaglia near to the Termini trainstation. It is expected to open in early 2017.

IN BUDAPEST: MEININGER Hotels will open a hotel in Budapest located in the immediate vicinity of the citycentre on Csarnok tér, next to the Great Market Hall. The said hotel is scheduled to open in spring 2018.

Located on the Pest side of the city, in the direct vicinity of the city centre of Budapest a large variety of bars,restaurants, shopping and entertainment is right near the hotel. The Great Market Hall, the largest and oldestindoor market in Budapest, is directly next-door. Well connected to public transport the hotel will be a perfectbase for MEININGER guests to explore and enjoy Budapest.

b. Sale of Explore Worldwide Ltd through its subsidiary, Holidaybreak Limited

Focusing on the strategy of becoming a leading Leisure & Education travel group and to have a global footprintwith market leadership positions in its core business, your Company sold the Explore Worldwide Limited,one of the subsidiary of Holidaybreak Limited to Hotelplan UK Group for a total consideration GBP 25.8 millionin December 2015.

Explore Worldwide Limited (which includes the brands Explore - soft adventure tours - and RegalDive - diving adventurespecialist) generated net revenues of GBP 11.2 million and EBITDA of GBP 2.3 million in FY15 ended March.



c. Divestment of 51% stake in Late Rooms and Superbeak

During the year, your company acquired 100% of the issued and outstanding shares of Laterooms Group UK Ltd.(Laterooms) for GBP 8.5 million. Laterooms is a leading online hotel-booking specialist in the U.K. The acquisitionof Laterooms fit in well with the group’s vision of becoming a leader in dynamic packaging for city-centric shortholidays. Pursuant to the acquisition of Laterooms, the Group received an opportunity to unlock substantialvalue while continuing to partake in the vision envisaged above.

Under the terms of the transaction, the Group purchased a 49% stake in Malvern Enterprises UK Ltd. (Malvern)for GBP 6.37 million. Malvern subsequently purchased 100% of the issued and outstanding shares of Lateroomsfor GBP 20.0 million. In addition, Malvern purchased 100% of Superbreak, a subsidiary of C&K’s 65.58%-ownedsubsidiary Holidaybreak, for GBP 9.25 million. A Europe-based private equity investor is the majority 51% ownerin Malvern. The Group expects Malvern to derive substantial synergies from its combined strengths in traveltechnology (viz. Laterooms) and short-break city packages (viz. Superbreak).

The transaction is effective March 31, 2016. C&K’s 49% equity stake in Malvern will be accounted for as an Investmentin Associate Company, with its proportionate share of profit/(loss) reflected in C&K’s P&L from FY17 onwards.

d. Cox & Kings renews its alliance with InterGlobe Technology Quotient

During the year, your Company has entered into a alliance with InterGlobe Technology Quotient, a strategicbusiness unit of InterGlobe Enterprises, for accessing its Galileo platform.

The agreement, enables Cox and Kings to continue to use Galileo Platform to distribute, manage and booktravel management services for its customers. This tie-up enables the Company to continue to drive immensebenefits from the latest product offerings and innovative tools of Galileo, such as Smartpoint, Travelport Roomsand More and Universal API to increase their efficiency. These products are aimed to enhance the shoppingexperience for the Company and also provide exceptional options to their customers. Your Company will alsocontinue to use the advanced technology of Travelport and their online solutions as well.

e. Legal proceedings with Indian Railway Catering & Tourism Corporation (IRCTC) with respect to Royale Indian Rail

Tours Limited

The Royale Indian Rail Tours Limited is 50: 50 joint-venture between IRCTC and the Company. The Supreme Courthad directed both the parties to go for arbitration. The arbitration proceeding has been initiated by yourCompany and at present the proceedings are underway as per the directions of Arbitration Tribunal.

As regard to the CLB petition filed by IRCTC, the said petition is posted for hearings in July 2016 and onwards.

10. DIRECTORS

Urrshila Kerkar, Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordancewith provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible,offers herself for re-appointment.

The Company has also received declarations from all the Independent Directors of the Company confirming thatthey meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retireby rotation.

11. KEY MANAGERIAL PERSONNEL

Urrshila Kerkar - Whole Time Director, Anil Khandelwal - Chief Financial Officer and Rashmi Jain - Company Secretarywere appointed as the Key Managerial personal for your Company in accordance with the provision of section 203of the Companies Act, 2013 and there is no change in the same during the year under review.

12. DISCLOSURE RELATED TO BOARD, COMMITTEE AND POLICIES

Board Meetings: Four meetings of the Board of Directors were held during the year in accordance with theprovisions of Companies Act 2013 and rules made thereunder. The details thereof are given in the CorporateGovernance Report.

Board Evaluation: The Company has devised criteria for performance evaluation of Independent Directors,Board/Committees, and other individual Directors which includes criteria for performance evaluation ofNon Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination &Remuneration Policy.


At the meeting of the Board all the relevant factors that are material for evaluating the performance of individualDirectors, the Board/Committees were discussed in detail. A structured questionnaire each for evaluation was preparedand recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation aftertaking into consideration the input received from the Directors covering various aspects of the Board’s functioningsuch as adequacy of the composition of the Board and its Committees, execution and performance of specific duties,obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman ofthe Board, who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge,skills and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, Independence ofjudgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business,regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outsideinformation and perspective to Board for deliberations, ability to identify the cost benefits and implications ofBoard decisions etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performanceevaluation of the Chairman, & Executive Directors were carried out by the independent Directors. The Directorsexpressed their satisfaction with the evaluation process.

Board Committees: Currently the Board has six committees: the Audit Committee, the Stakeholders RelationshipCommittee, the Nomination and Remuneration Committee, the Corporate Social Responsibility and GovernanceCommittee, the Risk Management Committee and Finance Committee. A detailed note on the composition of theBoard and its committees is provided in the corporate governance report section of this Annual Report

Familiarisation Programme: To familiarise the new directors with the strategy, operation and functions of the Company,the Company make presentations to the new directors about the Company’s strategy, operations, product andservice offering, market, organisation structure, finance, human resources, technology, quality, facilities and riskmanagement. The details of programmes for familiarisation of Independent Directors with the Company, their roles,rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of theCompany and related matters are put up on the website of the Company at the link: http://www.coxandkings.com/downloads/investor-relations/familiarisation-programme-for-independent-directors.pdf.

Board diversity: Your company recognises and embraces the importance of a diverse board in its success. We believethat a truly diverse Board will leverage difference in thoughts, perspective, knowledge, skill, regional and industryexperience, cultural and geographical background, age ethnicity and gender which will help us retain our competitiveadvantages. The Board has adopted the Board Diversity Policy which set out the approach to diversity of the Boardof Directors. The Board Diversity Policy is available on website of the Company at the link: http://www.coxandkings.com/downloads/investor-relations/board-diversity-policy.pdf.

Company policy on Directors Appointment and Remuneration: The Company has in place Nomination & remunerationCommittee in accordance with the requirements of the Companies Act, 2013 read with rules made thereunder andRegulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The details relating to thesame forms part of Corporate Governance Report forming part of this Annual Report.

The Committee had formulated a policy on Director’s appointment and remuneration including recommendation ofremuneration of the key managerial personnel and other employees, composition and the criteria for determiningqualifications, positive attributes and independence of a Director.

13. AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusionof the ensuing Annual General Meeting and being eligible, offer themselves for the re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would bewithin the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified forre-appointment.

14. AUDITORS’ REPORT

The notes on Financial Statement referred to in the Auditors’ Report are self explanatory and does not call for anyfurther comment. The Auditor’s Report does not contain any qualification, reservation or adverse remarks.

15. SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of theCompany for financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 isannexed herewith as Annexure I to this Report. The Secretarial audit Report does not contain any qualification oradverse remark.



16. FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

17. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis on Company’s performance - industry trends and other material changeswith respect to the Company and its subsidiaries pursuant to Regulation 34(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

18. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to theCorporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated underRegulation 72 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid Regulation 72 is attached to this Report.

19. CORPORATE SOCIAL RESPONSIBILITY

It is your Company’s intent to make a positive difference to society. As its operations have expanded to newgeographies, your Company has retained a collective focus on various areas of CSR that impact the environment,people and their health and society at large. In particular, the Company focuses its efforts on promotion of education,promotion of gender equality and empowering women, improving health especially amongst children, Ensuringenvironmental sustainability and Animal Welfare.

Detailed information on the initiative of the Company towards CSR activities is provided as Annexure II to theDirector Report.

20. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of Companies Act 2013, every company is required to prepare Annual Return for the previousfinancial year. Under subsection (3) of the said Section, it is also mandatory to enclose the extract of the AnnualReturn with Director Report.

The extract of the Annual Return as prescribed is enclosed as Annexure III to the Director Report.

21. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties werein the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered intoany contract/arrangement/transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. Accordingly, no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.However, the details of the transactions with Related Party are provided in the Company’s financial statements inaccordance with the Accounting Standards.

The Policy on materiality of related party transactions and dealing with related party transactions as approvedby the Board may be accessed on the Company’s website at the link: http://www.coxandkings.com/downloads/investor-relations/policy-on-related-party-transaction.pdf

Your Directors draw attention of the members to Note 26 to the financial statement which sets out related partydisclosures.

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose forwhich the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalonefinancial statement (Please refer to Note 11 to the standalone financial statement).

23. RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate riskassociated with accomplishment of objectives, operations, revenues and regulations. Your Company believes thatthis would ensure mitigating steps proactively and help to achieve stated objectives. The entity’s objectives can beviewed in the context of four categories Strategic, Operations, Reporting and Compliance. We consider activities at alllevels of the organisation, viz Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Managementframework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment;(2) Risk Management; (3) Risk Monitoring.


A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Boardin (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeingthat all the risk that the organisation faces.

The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant auditobservations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviewsadequacy and effectiveness of the Company’s internal control environment and monitors the implementation of auditrecommendations, including those relating to strengthening of the Company’s risk management policies and systems

The Policy on Risk Management as approved by the Board may be accessed on the Company’s website at the link:http://www.coxandkings.com/downloads/investor-relations/risk-management-policy.pdf

24. VIGIL MECHANISM/WHISTLEBLOWER POLICY

Your Company has framed a Whistleblower Policy to ensure that complaints are resolved quickly in an informaland conciliatory manner, confidentiality is maintained and both the complainant and the person against whom thecomplaint is made are protected. The whistle blower policy may be accessed on the Company’s website at the linkhttp://www.coxandkings.com/downloads/investor-relations/whistleblower-policy.pdf

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)

ACT, 2013

Your Company is committed to provide a safe and secure environment to its women employees across its functionsand other women stakeholders, as they are considered as integral and important part of the organisation.Your Company has in place an Sexual Harassment Policy in line with the requirements of the Sexual Harassmentof Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your Company has not received anycomplaint during the year.

26. INTERNAL FINANCIAL CONTROLS

The company has in place Internal Financial Control system, commensurate with size & complexity of its operationsto ensure proper recording of financial and operational information & compliance of various internal controls &other regulatory & statutory compliances. During the year under review, no material or serious observation has beenreceived from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors’ comprising of professional Chartered Accountants monitor & evaluate the efficacy of InternalFinancial Control system in the company, its compliance with operating system, accounting procedures & policies atall the locations of the company. Based on their report of Internal Audit function, corrective actions in the respectivearea are undertaken & controls are strengthened. Significant audit observations & corrective action suggested arepresented to the Audit Committee.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are given below.

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the

financial year:

Executive Director Ratio to median remuneration

Ms. Urrshila Kerkar 58.51%

Non Executive Director

Mr. A. B. M. Good 0.49%

Mr. Peter Kerkar 0.28%

Mr. Pesi Patel 2.11%

Mr. S. C. Bhargava 2.27%

Mr. M Narayanan 2.25%



b. The percentage increase in remuneration of each director, chief financial officer, company secretary in the

financial year:

Directors, Chief Financial Officer & % increase in remuneration

Company Secretary in the financial year

Mr. A. B. M Good Nil

Mr. Peter Kerkar Nil

Ms Urrshila Kerkar 25%

Mr. Pesi Patel Nil

Mr. S.C. Bhargava Nil

Mr. M Narayanan Nil

Mr. Anil Khandelwal (Chief Financial Officer) 10%

Ms Rashmi Jain (Company Secretary) 10%

c. The percentage increase in the median remuneration of employees in the financial year: 10%

d. The number of permanent employees on the rolls of company: 1926

e. The explanation on the relationship between average increase in remuneration and company performance:

On an average, employees received an annual increase of 10% in India. The increase in remuneration is inline with the market trends in the respective countries. In order to ensure that remuneration reflectsCompany performance, the performance pay is also linked to organization’s performance apart from anindividual’s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

` in Crs

Aggregate remuneration of key managerial personnel (KMP) in FY 16 4.29

Net Revenues 542.75

Remuneration of KMPs (as % of revenue) 0.79%

Profit before Tax (PBT) 239.26

Remuneration of KMP (as % of PBT) 1.79%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of current financial

year and previous financial year:

Particulars March 31, 2016 March 31, 2015 % change

Market Capitalisation (` In Crores) 3055.28 5490.03 -39.04%

Price Earning Ratio 18.82 33.92 74.54%

h. Percentage increase over decrease in the market quotations of the shares of the company in comparison to the

rate at which the Company came out with the last Public offer:

Particulars March 31, 2016 December 9, 2009 % Change

Market Price (BSE) 197.50 165* 19.72%

Market Price (NSE) 197.65 165* 19.78%

* share price has been adjusted pursuant to the split of face value from `10 each to `5 each in the month ofJune 2011.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the

last financial year and its comparison with the percentile increase in the managerial remuneration and justification

thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10%. However, during the course of the year, the total increase isapproximately 11%, after accounting for promotions and other event based compensation revisions.

Increase in the managerial remuneration for the year was 18%


j. Comparison of each remuneration of the Key managerial personnel against the performance of the Company:

` in Crs

Ms Urrshila Kerkar Mr. Anil Khandelwal Ms Rashmi Jain

(Whole Time Director) (Chief Financial Officer) (Company Secretary)

Remuneration in FY 16 2.5 1.46 0.33

Revenue 542.75 542.75 542.75

Remuneration (as % of revenue) 0.46% 0.26% 0.06%

Profit before Tax (PBT) 239.26 239.26 239.26

Remuneration (as % of PBT) 1.04% 0.61% 0.14%

k. The key parameters for any variable component of remuneration availed by the directors:

The remuneration to Whole Time Director involves balance between fixed and variable pay reflecting short andlong term performance objective appropriate to the workings of the Company and its goals.

The remuneration to non Executive Directors involves sitting fees for attending meeting of the Board andCommittees and commission based on the approval of the Members.

l. The ratio of remuneration of the highest paid director to that of employees who are not directors but receive

remuneration in excess of the highest paid director during the year:

None

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under section 197(12) of the Act read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided ina separate annexure forming part of this report. Further, the report and the accounts are being sent to themembers excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the samemay write to the Company Secretary.

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

The Company has no activity relating to conversation of energy or technology absorption. The Company continuedto be a net foreign exchange earner during the year.

The figures for the foreign exchange earnings and outgo are as follows;

Foreign Exchange Earnings:

`14,629 Lacs (Previous Year `8,733 Lacs)

Foreign Exchange Outgo:

`671 Lacs (Previous Year `747 Lacs)

(Other than in the normal course of the business as Tour Operator and Foreign Exchange Restricted Authorised Dealer)

29. AWARDS AND RECOGNITION:

India - 2015-16

• ‘Game Changer of the Year’ award by India Travel Awards 2015 to Urrshila Kerkar, Executive Director,Cox & Kings - October 14, 2015

• Cox & Kings Trade Fairs was recognised as Champions of ChinaPlas for 2015 - April 2015

• The Pacific Asia Travel Association (PATA) Gold Award 2015 to Cox & Kings for ‘Grab Your Dream’ in the Marketing -Adventure Travel Category - September 8, 2015

• The Hospitality India Travel Awards 2015 to Cox & Kings for the Best Domestic Tour Operator - September 24, 2015

• The Hospitality India Travel Awards 2015 to Cox & Kings for the Best Outbound Tour Operator - September 24, 2015

• Conde Nast Travel Readers Travel Awards 2015 - the First Runner Up award to Cox & Kings.

• Air China Top Agent Award to Cox & Kings



• World Travel Award to Cox & Kings for India’s Leading Travel Agency - October 2015

• World Travel Award to Cox & Kings for Asia’s Leading Luxury Tour Operator - October 2015

• World Travel Award to Cox & Kings for world’s Leading Luxury Operator - December 2015

• World Travel Award to Cox & Kings for India’s Leading Tour Operator - October 2015

• German Consulate recognised Cox & King’s committed support to South West Germany Tourism - January 23, 2016

• British Travel & Hospitality Hall of Fame membership to Peter Kerkar - April 13, 2015

• Corporate Livewire Innovation & Excellence Award 2015 to Cox & Kings Travel Ltd for “Most Outstanding TravelCompany - UK” - April 16, 2015

Subsidiaries - 2015-16

Cox & Kings Travel, UK

British Travel Awards (2015):

• Silver Award in the Best Luxury Holiday Company - Small category.

• Silver Award in the Best Holiday Company to Central & South America - Small category.

• Silver Award in the Best Holiday Company to East & Central Asia - Small category.

• Bronze Award in the Best Holiday Company to Southern Asia - Small category.

• Bronze Award in the Best Singles Holiday Company - Small category.

Acquisition International Magazine:

• Best Luxury Holiday & Tour Operator 2016

Seven Stars Luxury Hospitality and Lifestyle Awards:

• Luxury Tour Operator sector - SIGNUM VIRTUTIS, the Seal of Excellence 2015

Cox & Kings, USA

• Best Tour Operator Asia and Best Tour Operator Middle East by TravelAge West 2016 Editor’s Pick Award in 2016.

Holidaybreak- PGL Division

• Studylink achieved ISO 9001, ISO 14001;

• ‘Preferred Supplier’ status was awarded by the Framework for Student Travel on both the Southern UniversitiesPurchasing Consortium and the London Universities Purchasing Consortium; and

• Nominated in the ‘Excellence in Customer Service’ awards for Nottingham Trent University.

Holidaybreak-Meininger Division

• MEININGER Hotel Berlin Mitte Humboldthaus: ‘Hostelword’ Best Extra Large Hostel Worldwide, Nominee;

• MEININGER Hotel Berlin Airport: Booking Award 8.5;

• MEININGER Hotel Brussels City Center: ‘Hostelworld’ Most Popular Hostel in Brussels, Winner;

• MEININGER Hotel Brussels City Center: ‘Hostelworld’ Best Extra Large Hostel Worldwide, Nominee.

30. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank all investors, customers, vendors, banks/financial institutions, regulatoryand government authorities and Stock Exchanges for their consistent support and encouragement to the Company.The Directors also place on record their sincere appreciation to all employees of the Company for their hard work,dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Companyto remain at the forefront of the Industry.

For and on behalf of the Board of Directors

A.B.M. Good

ChairmanMumbai, May 20, 2016


Annexure I - Secretarial Audit Report

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014]

To,The Members,

Cox & Kings Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Cox & Kings Limited. (Hereinafter called “the Company”). Secretarial Audit was conducted in amanner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressingmy opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by thecompany and also the information provided by the Company, its officers, agents and authorized representatives duringthe conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering thefinancial year ended on March 31, 2016 has prima facie complied with the statutory provisions listed hereunder:

I have examined the books, papers, minutes’ books, forms and returns filed and other records maintained by the Companyfor the financial year ended on March 31, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent ofForeign Direct Investment, Overseas Direct Investment and External Commercial Borrowings

(v) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992(SEBI Act):-

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities And Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(e) The Securities and Exchange Board of India (Issue and listing of Debt securities) Regulations, 2008;

(vi) Though the following laws are prescribed in the format of Secretarial Audit Report by the Government, the same werenot applicable to the Company during the audit period for the financial year ended March 31, 2016:-

(a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014

(b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998;

(vii) For the other applicable laws our audit was limited to:-

(a) The Payment of Wages Act, 1936

(b) The Minimum Wages Act, 1948

(c) Employees State Insurance Act, 1948



(d) The Employees Provident Fund and Miscellaneous Provisions Act, 1952

(e) The Payment Of Bonus Act, 1965

(f) The Payment of Gratuity Act, 1972

(g) The Maternity Benefit Act, 1961

I have also examined compliance with the applicable clauses of the following:

(a) The Listing agreements entered into by the Company with the BSE Limited & National Stock Exchange Limited.

(b) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India.

During the period under review the Company has prima facie complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above.

I further report that I rely on statutory auditor’s reports in relation to the financial statements and accuracy of financialfigures for, Sales Tax, Wealth Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed underfinancial statements, Accounting Standard 18 and note on foreign currency transactions during our audit period.

I further report that the board of directors of the company is duly constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directors.

I further report that as per the information provided the company has prima facie given adequate notice to all directorsto schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and asystem exists for seeking and obtaining further information and clarifications on agenda items before the meeting andfor meaningful participation at the meeting.

I further report that as per the information provided majority decision is carried through while the dissenting members’views are captured and recorded as part of the minutes.

I further report that there are prima facie adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that the management is responsible for compliances of all business laws. This responsibility includesmaintenance of statutory registers/files required by the concerned authorities and internal control of the concerneddepartment.

I further report that during the audit period the company has no specific events like Public Issue/Right Issue/sweat equity,etc. except Preferential Allotment.

I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is toexpress an opinion on these Secretarial Records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on test basis to ensure that correctfacts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonablebasis for my opinion.

3. Where ever required, I have obtained the Management representation about the compliance of Laws, Rules andRegulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibilityof the Management. My examination was limited to the verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy oreffectiveness with which the Management has conducted the affairs of the company.

Virendra Bhatt

Place : Mumbai ACS No - 1157Date : May 20, 2016 COP No - 124


Corporate Social Responsibility (CSR) activities for the financial year 2015-16

1) Calculation of CSR Amount:

Sr. No. Particulars Amount in lacs

1. Average Net profit for last 3 years 17393.72

2. CSR spending @ 2% of Average of last 3 years profit 347.87

3. Total Amount Spent during the Financial Year 375

4. Balance to be spent Nil

2) Details of Amount Spent on CSR Activities during the Financial Year 2015-16

(` in lacs)

Sr. CSR project or Sector in which Projects or Amount Amount Cumulative Amount spent:

No. activity identified the project is programs outlay spent on expenditure Direct or

covered 1. Local area (budget) the projects upto the through

or other project or programs reporting implementation

2. Specify the or program Sub-heads: period agency

state and wise 1. Direct

district where expenditure

projects or on projects

programs were or programs

undertaken 2. Overheads

1 Health & welfare Promoting Maharashtra 60 64.46 64.46 Implementingfulfillment of travel health care Delhi agency -wishes of sick children, and sanitation Cox & Kingspurchasing gifts of their Foundationchoices etc. Donationto trusts that workswith families infected/affected by or at riskof HIV/AIDS, organisingBlood Donation,Platelet Donation,Adopting cancer patientsunder various schemesalso partnering withNGOs to create awarenessabout childhood cancer.Sponsoring one offtreatments of cancerand rare diseases forpeople of low incomegroups. Donations totrust to extend healthsupport to disabledchildren.

2 Education Promoting Maharashtra 38.57 38.57 38.57 Implementingworkings towards education agency -providing primary Cox & Kingseducation to Foundationunderprivilegedgirl children, donationtowards School AcademicSupport, Contributiontowards upkeep of theschool as well as cateringto the nutritionalrequirements of the children,Developmental delays,Cognitive Disabilities

Annexure II



Sr. CSR project or Sector in which Projects or Amount Amount Cumulative Amount spent:

No. activity identified the project is programs outlay spent on expenditure Direct or

covered 1. Local area (budget) the projects upto the through

or other project or programs reporting implementation

2. Specify the or program Sub-heads: period agency

state and wise 1. Direct

district where expenditure

projects or on projects

programs were or programs

undertaken 2. Overheads

& donation to variousinstitutions forpromoting education

3 Animal Welfare Measures for Faridabad 45 46.35 46.35 ImplementingPurchase of Animal the benefit of Maharashtra agency -Ambulance, Donation Animal Welfare Cox & Kingsto Animal’s Trusts for Foundationrescues and treatmentof stray animals.

5 Culture Restoration Protection of Ladakh 20 20 20 ImplementingWork on Monasteries national heritage agency -with historic importance. and art and Cox & KingsDonations towards culture Foundationrepair and maintenanceof these places.

6 Rural Upliftment Eradicating Maharashtra 27.35 26 26 ImplementingWorking in drought poverty agency -prone areas by starting Cox & Kingsoff drip irrigation and Foundationwater conservation setups to support thelivelihoods of farmersand combating hunger.

7 Women Empowerment Promoting Maharashtra 31 31 31 ImplementingContribution to gender equality Rajasthan agency -empowerment programmes and empowering Cox & Kingsfor women to make them women Foundationself sustainable throughdifferent vocationaltrainings. Sponsoringannual functions torecognize achievementsof women from marginalbackground. Working withtrusts to curb female foeticidein rural areas and taking careof the upbringing of theabandoned kids.

8 Contribution to Measures for Maharashtra 153.08 148.62 148.62 ImplementingCox & Kings Foundation the benefit of agency -and other Trusts engaged Society Cox & Kingsin socio-economic Foundationdevelopment & fundingterminally ill patients withlow financial background.Financially backing up Notfor Profit organisations whichare involved in children’seducation. Thus leading toeducation awareness.


Form No. MGT-9

Extract of Annual Return as on the financial year ended on March 31, 2016

(Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies

(Management and Administration Rules, 2014)

I. REGISTRATION AND OTHER DETAILS:

1 CIN L63040MH1939PLC011352

2 Registration Date 07-06-1939

3 Name of the Company Cox & Kings Ltd

4 Category/Sub-Category of the Company Public Company/Limited by shares

5 Address of the Registered office and Turner Morrison Building, 1st Floor, 16, Bank Street, Fort,contact details Mumbai - 400 001

6 Whether listed Company Yes

7 Name, Address and Contact details of Karvy Computershare Private Limited, Karvy SeleniumRegistrar and Transfer Agent, if any Tower B Plot No. 31-32, Gachibowli, Financial

Disctrict, Nanakramguda, Hyderabad - 500 008 Tel: 040 67161700

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No. Name and Description NIC Code of the % to total turnover

of main products/services Product/ service of the Company

1 Tours and Travels 791 100%

II. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable

No. Company Company Associate held Section

1 Clearmine 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Limited London, SW IP 4EE

2 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Destination London, SW IP 4EEManagementServices Limited

3 C&K Investments 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Limited London, SW IP 4EE

4 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)(Agents) Limited London, SW IP 4EE

5 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)(Shipping) London, SW IP 4EELimited

6 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)(UK) Ltd London, SW IP 4EE

7 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Enterprises Ltd. London, SW IP 4EE

8 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Finance Ltd. London, SW IP 4EE

9 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Holdings Ltd. London, SW IP 4EE

10 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Special Interest London, SW IP 4EEHolidays Ltd.

Annexure III to Directors Report



11 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Tours Ltd. London, SW IP 4EE

12 ETN Services Ltd. 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)London, SW IP 4EE

13 Grand Tours Ltd. 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)London, SW IP 4EE

14 Cox & Kings 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Travel Limited London, SW IP 4EE

15 East India Travel 8060 Melrose Avenue, NA Subsidiary 100% 2(87)Company Inc, 3rd Floor, Los Angeles,

CA 90046

16 Cox & Kings 4th Floor, Ebene Skies NA Subsidiary 100% 2(87)Finance Rue de l’Institut ,(Mauritius) Ltd. Ebene Mauritius

17 Cox & Kings YK Building, 3rd Floor, NA Subsidiary 100% 2(87)Japan Ltd 2-2-16, Sangenjaya

Sangenjaya,Setagaya-ku,Tokyo 154-0024, Japan.

18 Cox & Kings Po Box - 31126S-04, NA Subsidiary 100% 2(87)Tours LLC, Dubai Al Yamama Building,

Near Gpo, Karama,Dubai - UAE

19 Cox and Kings 6/F, INF Tower, 308 Des NA Subsidiary 100% 2(87)Asia Pacific Voeux Road Central,Travel Ltd HongKong

20 Cox and Kings 8 temasek Boulevard, NA Subsidiary 100% 2(87)Singapore #22-03, Suntec Tower 3,Private Limited Singapore 038988

21 Cox and Kings 8 temasek Boulevard, NA Subsidiary 100% 2(87)Destinations #22-03, Suntec Tower 3,Management Singapore 038988Services Pvt Ltd

22 Cox and Kings 8 temasek Boulevard, NA Subsidiary 100% 2(87)Global Services #22-03, Suntec Tower 3,(Singapore) Pte Ltd. Singapore 038988

23 Cox & Kings 8 temasek Boulevard, NA Subsidiary 100% 2(87)Global Services #22-03, Suntec Tower 3,Management Singapore 038988(Singapore) Pte Ltd.

24 Cox & Kings Grunstrasse 5, 40212 NA Subsidiary 100% 2(87)GmBH Dusseldorf, Germany.

25 Cox & Kings Po Box : 25770S-05, NA Subsidiary 100% 2(87)Global Services Bin Mutlaq Al GhafliLLC Dubai Building Karama,

Dubai - UAE

26 Cox & Kings 235, WEST 23rd STREET, NA Subsidiary 100% 2(87)Global Services 7th Avenue,LLC USA New York - 10011






27 Cox and Kings RM25, 5/F China Life NA Subsidiary 100% 2(87)Consulting Tower, 16 Chaowai St,Service (Beijing) Chaoyang District,Co. Ltd. Beijing - 100 020

28 Cox & Kings Egypt NA Subsidiary 100% 2(87)Egypt

29 Cox & Kings 47, Alexandra Place, NA Subsidiary 100% 2(87)Global Services Colombo, 07 ,Lanka (Pvt) Ltd Srilanka

30 Cox & Kings 1st Floor, Turner Morrison U63040MH Subsidiary 100% 2(87)Global Services Building, 16th Bank Street, 2011PTCPvt Ltd Fort, Mumbai - 400 001, 215069

India. Phone No:022- 22709100

31 CKGS Hellas, Abagworld, Consultant NA Subsidiary 100% 2(87)Sale - Owned 122, Vas Sofia,LLP Co. (Formerly Athens, Grrece 11525known as Hellas,Greece)

32 Quoprro Global 6th Floor, 30, Millbank, NA Subsidiary 100% 2(87)Limited (UK) London, Sw IP 4EE

33 Cox & Kings David Bagares geta 26B, NA Subsidiary 100% 2(87)Global Services 111 38 Stockholm.Sweden AB

34 Quoprro Global 8 temasek Boulevard, NA Subsidiary 100% 2(87)Services Pte. Ltd #22-03, Suntec Tower 3,

Singapore 038988

35 Quoprro Global 1st Floor, Turner Morrison U52100MH Subsidiary 100% 2(87)Services Pvt Ltd Building, 16th Bank Street, 2008PTC

Fort, Mumbai - 400 001, 182280India.

36 Quoprro Global 20/F Champion Building, NA Subsidiary 100% 2(87)Services Pvt Ltd. 287-291 Des Voeux Road,HK Sheung Wan

37 Cox & Kings 72, Market Street, NA Subsidiary 100% 2(87)(Australia) Pty Ltd. South Melbourne,

VIC-2305, Australia

38 Tempo Holidays 72, Market Street, NA Subsidiary 100% 2(87)Pty Ltd. South Melbourne,

VIC-2305, Australia

39 Tempo Holidays 333 Remuera Road, NA Subsidiary 100% 2(87)NZ Ltd. Remeura Auckland-1050

New Zealand

40 Cox and Kings 72, Market Street, NA Subsidiary 100% 2(87)Nordic PTY Limited South Melbourne,

VIC-2305, Australia

41 Cox & Kings PGL 72, Market Street, NA Subsidiary 65.58% 2(87)Camps Pty Ltd South Melbourne,

VIC-2305, Australia





42 Prometheon 4th Floor, Ebene Skies, NA Subsidiary 100% 2(87)Holding Private Rue de L’Institut,Limited, Ebene, Mauritius

43 Prometheon 72, Market Street, NA Subsidiary 100% 2(87)Australia Pty Ltd South Melbourne,

VIC-2305, Australia

44 Prometheon 8 temasek Boulevard, NA Subsidiary 100% 2(87)Singapore pte Ltd #22-03, Suntec Tower 3,

Singapore 038988

45 Prometheon 6th Floor, 30 Millbank, NA Subsidiary 100% 2(87)Enterprise Limited London, SW IP 4EE

46 Prometheon 6th Floor, 30 Millbank, NA Subsidiary 65.58% 2(87)Holdings (UK) Ltd London, SW IP 4EE

47 Prometheon 6th Floor, 30 Millbank, NA Subsidiary 65.58% 2(87)Limited London, SW IP 4EE

48 Bookit BV Van Heuven NA Subsidiary 65.58% 2(87)Goedhartlaan 935 A,1181 LD Amstelveen,The Netherlands

49 Business Van Heuven NA Subsidiary 65.58% 2(87)Reservation Goedhartlaan 935 A,Centre Holland 1181 LD Amstelveen,BV The Netherlands

50 Business Van Heuven NA Subsidiary 65.58% 2(87)Reservation Goedhartlaan 935 A,Centre Holland 1181 LD Amstelveen,Holding BV The Netherlands

51 BV Weekendje Van Heuven NA Subsidiary 65.58% 2(87)Weg.nl Goedhartlaan 935 A,

1181 LD Amstelveen,The Netherlands

52 Chateau de Lieudit Segries, Vagnas, NA Subsidiary 65.58% 2(87)Lamorlaye SCI 07150 Vallon Pont d’

Arc. France

53 Domaine de Lieudit Segries, Vagnas, NA Subsidiary 65.58% 2(87)Segries SCI 07150 Vallon Pont d’

Arc. France

54 Edge Adventures Hartford Manor, NA Subsidiary 65.58% 2(87)Ltd Greenbank Lane,

Northwich, CheshireCW8 1HW

55 EST Transport Hartford Manor, NA Subsidiary 65.58% 2(87)Purchasing Ltd Greenbank Lane,


56 European Study 4 Post Office Walk, NA Subsidiary 65.58% 2(87)Tours limited Hertford, SG14 1DL

57 Freedom of Alton Court Penyard NA Subsidiary 65.58% 2(87)France Ltd Lane, Ross on Wye,

Herefordshire HR9 5GL




58 Hole in the Wall Alton Court Penyard Lane, NA Subsidiary 65.58% 2(87)Management Ltd Ross on Wye, Herefordshire

HR9 5GL

59 Holidaybreak Hartford Manor, Greenbank NA Subsidiary 65.58% 2(87)Education Limited Lane, Northwich, Cheshire

CW8 1HW

60 Holidaybreak 3rd Floor, St George’s Court, NA Subsidiary 65.58% 2(87)Holding Co Ltd Upper Church Street,

Douglas. IM1 1EE Isleof Man

61 Holidaybreak Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Hotel Holdings 10963 Berlin, GermanyGmbH

62 Meininger Hotels Hartford Manor, NA Subsidiary 65.58% 2(87)Limited (formerly Greenbank Lane,Holidaybreak Northwich,Hotel Holdings Cheshire CW8 1HWLimited)

63 Holidaybreak Ltd Hartford Manor, NA Subsidiary 65.58% 2(87)Greenbank Lane,Northwich, ChesireCW8 1HW

64 Holidaybreak Hartford Manor, NA Subsidiary 65.58% 2(87)QUEST Trustee Greenbank Lane,Ltd Northwich, Cheshire

CW8 1HW

65 Holidaybreak Hartford Manor, NA Subsidiary 65.58% 2(87)Trustee Ltd Greenbank Lane,


66 Hotelnet Ltd Hartford Manor, NA Subsidiary 65.58% 2(87)Greenbank Lane,Northwich, CheshireCW8 1HW

67 Meinigner Airport Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Frankfurt GmbH 10963 Berlin, Germany

68 Meininger “10” Hallesches Ufer 30, NA Subsidiary 65.58% 2(87)City Hostel 10963 Berlin, GermanyBerlin-MItte GmbH

69 Meininger “10” Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)City Hostel Köln 10963 Berlin, GermanyGmbH

70 Meininger “10” Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Frankfurt GmbH 10963 Berlin, Germany

71 Meininger “10” Hallesches Ufer 30, NA Subsidiary 65.58% 2(87)Hamburg GmbH 10963 Berlin, Germany

72 Meininger “10” Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Hostel und 10963 Berlin, GermanyReisevermittlungGmbH





73 Meininger Airport Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Hotels BBI GmbH 10963 Berlin, Germany

74 Meininger Orlyplein 1-67, 1043DR, NA Subsidiary 65.58% 2(87)Amsterdam Amsterdam, NetherlandsAmstelstation BV

75 Meininger Orlyplein 1-67, 1043DR, NA Subsidiary 65.58% 2(87)Amsterdam BV Amsterdam, Netherlands

76 Meininger Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Barcelona GmbH 10963 Berlin, Germany(formerlyMeiningerLeipzig GmbH)

77 Meininger Berlin Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Hauptbahnhof 10963 Berlin, GermanyGmbH

78 Meininger Brussels Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)GmbH (formerly 10963 Berlin, GermanyMeininger BerlinEuropaplatz GmbH)

79 Meininger City Columbusgasse 16 1100 NA Subsidiary 65.58% 2(87)Hostels & Hotels Wien, AustriaGmbH

80 Meininger Finance 33-37 Athol Street, Douglas, NA Subsidiary 65.58% 2(87)Company Limited Isle of Man, IM1 1LB

81 Meininger Holding Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)GmbH 10963 Berlin, Germany

82 Meininger Fürbergstraße 18-20, NA Subsidiary 65.58% 2(87)Hotelerrichtungs 5020 Salzburg, AustriaGmbH

83 Meininger Ltd Hartford Manor, NA Subsidiary 65.58% 2(87)Greenbank Lane,Northwich, CheshireCW8 1HW

84 MEININGER Hotel Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Berlin East Side 10963 Berlin, GermanyGallery GmbH(Formerly MeiningerNürnberg Gmbh)

85 Meininger Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Oranienburger 10963 Berlin, GermanyStraße GmbH

86 MEININGER Hotel Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Berlin Tiergarten 10963 Berlin, GermanyGmbH formerlyMeiningerPostdamer PlatzGmbH

87 Meininger Paris 259 Rue Saint Honore NA Subsidiary 65.58% 2(87)SCI 75001 Paris. France


88 Meininger Shared Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Services GmbH 10963 Berlin, Germany

89 Meininger West Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)GmbH & Co. KG 10963 Berlin, Germany

90 Meininger West Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Verwaltungs GmbH 10963 Berlin, Germany

91 Meininger Wien Rembrandstraße 21, NA Subsidiary 65.58% 2(87)GmbH 1020 Wien, Austria

92 Meininger Wien Schiffamtgasse 15, NA Subsidiary 65.58% 2(87)Schiffamtsgasse 1020 Wien, AustriaGmbH

93 Meininger Hotel Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Munchen 10963 Berlin, GermanyHirschgartenGmbH

94 Meininger Hotel Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)Munchen 10963 Berlin, GermanyOlympiaparkGmbH

95 Meininger Hotel Schöneberger Straße 15, NA Subsidiary 65.58% 2(87)LeipzigHauptbahnh 10963 Berlin, GermanyofGmbH

96 Meininger Hotel 3rd Floor, 30 Millbank, NA Subsidiary 65.58% 2(87)USA Limited London, SW1P 4DU

97 Meininger Holding Blumberg Excelsior Services, NA Subsidiary 65.58% 2(87)USA Inc 1013 Centre Road Suite,

403S Wilmington de19805, County ofNew Castle USA

98 Meininger Hotel 3rd Floor, 30 Millbank, NA Subsidiary 65.58% 2(87)Europe Limited London, SW1P 4DU

99 MEININGER Hotel Via Delle Quattro NA Subsidiary 65.58% 2(87)Rome Termini Fontane, 20 Cap, 00184,Station S.r.l Roma, Italy

100 MEININGER Hotel Via Delle Quattro NA Subsidiary 65.58% 2(87)Venice Marghera Fontane, 20 Cap, 00184,S.r.l Roma, Italy

101 MEININGER Hotel 1027 Budapest, Kacsa NA Subsidiary 65.58% 2(87)Hungary kft utca 15-23, Hungary

102 Meininger Hotel 80 Robinson Road, NA Subsidiary 65.58% 2(87)Asia Pacific Pte. #02-00,Limited Singapore, 068899

103 Noreya 2002 SL Tuset, 20-24 Barcelona. NA Subsidiary 65.58% 2(87)Spain

104 NST Holdings Discovery House NA Subsidiary 65.58% 2(87)Limited Brooklands Way, Whitehills

Business Park. BlackpoolFY4 5LW







105 NST Limited 22 Northwood Court, NA Subsidiary 65.58% 2(87)Santry, Dublin 9, Ireland

106 NST Transport Discovery House NA Subsidiary 65.58% 2(87)Services Ltd Brooklands Way, Whitehills


107 NST Travel Group Discovery House NA Subsidiary 65.58% 2(87)Limited Brooklands Way, Whitehills


108 PGL Adventure 1st Floor, 72 Market Street, NA Subsidiary 65.58% 2(87)Camps PTY Limited South Melbourne, Vic 3205

109 PGL Adventure Ltd Alton Court Penyard Lane, NA Subsidiary 65.58% 2(87)Ross on Wye,Herefordshire HR9 5GL

110 PGL Air Travel Ltd Alton Court Penyard Lane, NA Subsidiary 65.58% 2(87)Ross on Wye,Herefordshire HR9 5GL

111 PGL Aventures SAS Lieudit Segries, Vagnas, NA Subsidiary 65.58% 2(87)07150 Vallon Pont d’Arc.France

112 PGL Group Ltd Alton Court Penyard Lane, NA Subsidiary 65.58% 2(87)Ross on Wye, HerefordshireHR9 5GL

113 PGL Property 1st Floor, 72 Market Street, NA Subsidiary 65.58% 2(87)PTY Limited South Melbourne, Vic 3205

114 PGL Travel Ltd Alton Court Penyard Lane, NA Subsidiary 65.58% 2(87)Ross on Wye,Herefordshire HR9 5GL

115 PGL Travel 1st Floor, 72 Market Street, NA Subsidiary 65.58% 2(87)PTY Limited South Melbourne, Vic 3205

116 PGL Voyages Ltd Alton Court Penyard Lane, NA Subsidiary 65.58% 2(87)Ross on Wye,Herefordshire HR9 5GL

117 SARL Chateau Lieudit Kastel Velt, RN 42 NA Subsidiary 65.58% 2(87)D’Ebblinghem Ebblinghem, (59173)

Renescure. France

118 SAS Travelworks 309 Rue Duguesclin, 69007. NA Subsidiary 65.58% 2(87)France Lyon. France

119 SASu le Chateau Lieudit Kastel Velt, RN 42 NA Subsidiary 65.58% 2(87)D’Ebblinghem Ebblinghem, (59173)

Renescure. France

120 Simpar SASu Chateau de Grande NA Subsidiary 65.58% 2(87)Romaine, La GrandeRomaine. 77150 Lesigny.France

121 Travelplus Group Munsterstrasse 111, 48155 NA Subsidiary 65.58% 2(87)Gmbh Munster. Germany




122 Travelplus Group Leitermayergasse 43/3 NA Subsidiary 65.58% 2(87)Gmbh, Austria A-1180 Wien Austria

123 Travelworks UK Hartford Manor, NA Subsidiary 65.58% 2(87)Limited Greenbank Lane,


124 Hotels London 6th Floor, 30 Millbank, NA Associate 49% 2(87)Limited London, SW1P 4DU

125 Malvern Enterprise 3rd Floor, 30, Millbank, NA Associate 49% 2(87)UK Ltd London, United Kingdom

SW1P 4DU

126 Malvern Travel Ltd 3rd Floor, 30 Millbank, NA Associate 49% 2(87)London SW1P 4DU

127 Late Rooms The Peninsula Building, NA Associate 49% 2(87)Limited Victoria Place, Manchester,

M4 4FB

128 Superbreak Mini Eboracum Way, NA Associate 49% 2(87)Holidays Group Heworth Green.Ltd York. YO31 7RE

129 Superbreak Mini Eboracum Way, Heworth NA Associate 49% 2(87)Holidays Ltd Green. York. YO31 7RE

130 Superbreak Mini Eboracum Way, NA Associate 49% 2(87)Holidays Transport Heworth Green.Ltd York. YO31 7RE

131 Hotelbreak 3rd Floor, 30, Millbank, NA Subsidiary 100% 2(87)Enterprise UK Ltd London, SW1P 4EE

132 Hotelbreak 3rd Floor, 30, Millbank, NA Subsidiary 100% 2(87)Holdings UK London, SW1P 4EELimited

133 Tutors Direct Ltd Unit 3, Chesney Court NA Associate 40% 2(87)Wrexham TechnologyPark WrexhamLL13 7YPUK

134 Tute Education Ltd Unit 3, Chesney Court NA Associate 40% 2(87)Wrexham TechnologyPark WrexhamLL13 7YPUK

135 Radius Global 7700 Wisconsin Avenue NA Associate 29.60% 2(87)Travel Limited Suite 400 Bethesda,

MD 20814 United States

136 Tulip Stars Plot No 3, Opposite NA Associate 30.42% 2(87)Hotel Ltd Punchkuiya Road Bhanot

Chamber, Aram Bagh,Pahar Ganj Delhi - 110055

137 Royale Indian Ground Floor, STC Building NA Associate 50% 2(87)Rail Tours Ltd (Jawahar Vyapar Bhawan)

1-Tolstoy Marg,New delhi - 110001



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

CATEGORY CATEGORY OF NO. OF SHARES HELD AT THE BEGINNING NO. OF SHARES HELD AT THE END OF % CHANGE

CODE SHAREHOLDER OF THE YEAR 31/03/2015 THE YEAR 31/03/2016 DURING

THE YEAR

DEMAT PHYSICAL TOTAL % OF TOTAL DEMAT PHYSICAL TOTAL % OF TOTAL

SHARES SHARES

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)

(A) PROMOTER

AND PROMOTER

GROUP

(1) INDIAN

(a) Individual/ 59,14,000 0 59,14,000 3.49 59,14,000 0 59,14,000 3.49 0.00HUF

(b) Central 0 0 0 0.00 0 0 0 0.00 0.00Government/StateGovernment(s)

(c) Bodies 4,81,99,217 0 4,81,99,217 28.47 5,00,23,373 0 5,00,23,373 29.54 1.08Corporate

(d) Financial 0 0 0 0.00 0 0 0 0.00 0.00Institutions/Banks

(e) Others 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total 5,41,13,217 0 5,41,13,217 31.96 5,59,37,373 0 5,59,37,373 33.04 1.08

A(1) :

(2) FOREIGN

(a) Individuals 87,84,504 0 87,84,504 5.19 87,84,504 0 87,84,504 5.19 0.00(NRIs/ForeignIndividuals)

(b) Bodies 1,83,46,560 0 1,83,46,560 10.84 1,83,46,560 0 1,83,46,560 10.84 0.00Corporate

(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00

(d) Qualified 0 0 0 0.00 0 0 0 0.00 0.00ForeignInvestor

(e) Others 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total 2,71,31,064 0 2,71,31,064 16.02 2,71,31,064 0 2,71,31,064 16.02 0.00

A(2) :

Total A = 8,12,44,281 0 8,12,44,281 47.98 8,30,68,437 0 8,30,68,437 49.06 1.08

A(1)+A(2)

(B) PUBLIC

SHAREHOLDING

(1) INSTITUTIONS

(a) Mutual 27,85,016 0 27,85,016 1.64 26,64,695 0 26,64,695 1.57 0.07Funds/UTI

(b) Financial 46,15,357 0 46,15,357 2.73 18,29,294 0 18,29,294 1.08 1.65Institutions/Banks




THE YEAR


SHARES SHARES


(c) Central 0 0 0 0.00 0 0 0 0.00 0.00Government/StateGovernment(s)

(d) Venture 0 0 0 0.00 0 0 0 0.00 0.00Capital Funds

(e) Insurance 0 0 0 0.00 0 0 0 0.00 0.00Companies

(f) Foreign 6,17,18,347 0 6,17,18,347 36.45 5,51,01,558 0 5,51,01,558 32.54 3.91InstitutionalInvestors

(g) Foreign 0 0 0 0.00 0 0 0 0.00 0.00VentureCapitalInvestors

(h) Qualified 0 0 0 0.00 0 0 0 0.00 0.00ForeignInvestor

(i) Others 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total 6,91,18,720 0 6,91,18,720 40.82 5,95,95,547 0 5,95,95,547 35.20 5.62

B(1) :

(2) NON-INSTITUTIONS

(a) Bodies 88,57,790 0 88,57,790 5.23 1,53,40,118 0 1,53,40,118 9.06 -3.83Corporate

(b) Individuals

(i) Individuals 50,61,660 206 50,61,866 2.99 68,03,226 206 68,03,432 4.02 -1.03holdingnominal sharecapital upto` 1 lakh

(ii) Individuals 41,34,580 0 41,34,580 2.44 25,51,943 0 25,51,948 1.51 0.93holdingnominalshare capitalin excess of` 1 lakh

(c) Others

CLEARING 36,253 0 36,253 0.02 95,692 0 95,692 0.06 -0.04MEMBERS

FOREIGN 3,36,310 0 3,36,310 0.20 0 0 0 0.00 0.20BODIES

NON RESIDENT 5,24,220 0 5,24,220 0.31 8,22,013 0 8,22,013 0.49 -0.18INDIANS

TRUSTS 870 0 870 0.00 18,870 0 18,870 0.01 -0.01



% Change

during the

year

(d) NBFC 0 0 0 0.00 697285 0 697285 0.41 -0.41registeredwith RBI

Sub-Total 1,89,51,683 206 1,89,51,889 11.19 2,63,29,147 206 2,63,29,353 15.55 -4.36

B(2) :

Total B = 8,80,70,403 206 8,80,70,609 52.02 8,59,24,694 206 8,59,24,900 50.75 1.27

B(1)+B(2) :

Total 16,93,14,684 206 16,93,14,890 100.00 16,89,93,131 206 16,89,93,337 99.81 0.19

(A+B) :

(C) Shares held - - - - - - - - - by custodians,

against which

Depository - - - - - - - - - Receiptshave beenissued

(1) Promoter - - - - - - - - - andPromoterGroup

(2) Public 0 0 0 0 3,21,553 0 3,21,553 0.19 0.19

GRAND 16,93,14,684 206 16,93,14,890 100.00 16,93,14,684 206 16,93,14,890 100.00

TOTAL

(A+B+C) :

(ii) Shareholding of Promoters:

Sr. Name of the Shareholder Shareholding at the beginning Shareholding at the end of the

No. of the Year (April 1, 2015) Year (March 31, 2016)

No. of % of total % of shares No. of % of total % of shares

Shares held shares of Pledged/ Shares shares of Pledged/

the encumbered held the encumbered

Company to total Company to total

Shares Shares

1 Sneh Sadan Traders 3,30,38,368 19.51 63.13% 3,30,38,368 19.51 77.27% 0.00and Agents Limited(formerly known asSneh Sadan GraphicServices Limited)

2 Kubber Investments 1,83,46,560 10.84 0 1,83,46,560 10.84 0 0.00(Mauritius) Pvt Ltd



THE YEAR


SHARES SHARES



% Change

during the

year

3 Liz Traders and 1,51,60,849 8.95 47.64% 1,69,85,005 10.03 87.73% 1.08Agents PrivateLimited (formerlyknown as LizInvestments PrivateLimited)

4 Anthony Bruton 60,39,832 3.57 0 60,39,832 3.57 0 0.00Meyrick Good

5 Urrshila Kerkar 46,39,600 2.74 73.58% 46,39,600 2.74 0 0.00

6 Ajay Ajit Peter Kerkar 27,44,672 1.62 50.63% 27,44,672 1.62 0 0.00

7 Elisabeth Kerkar 12,74,400 0.75 82.00% 12,74,400 0.75 67.56% 0.00

8 Kerry Investments 0 0.00 0 0 0.00 0 0.00Limited

9 Vividham Graphic LLP 0 0.00 0 0 0.00 0 0.00

10 Standford Trading 0 0.00 0 0 0.00 0 0.00Private Limited

TOTAL : 8,12,44,281 47.98 0 8,30,68,437 49.06 0 1.08

(iii) Change in Promoters Shareholding (please specify, if there is no change)

Sr. Shareholding at the beginning Shareholding at the end of the


No. of Shares % of total No. of Shares % of total

held shares of the held shares of the

Company Company

1 At the beginning of the year 8,12,44,281 47.98 8,30,68,437 49.06

2 Date wise Increase/Decrease inPromoters Shareholding during theyear specifying the reasons forincrease/decrease (e.g allotment/transfer/bonus/sweat equity etc.)

3 At the end of the year 8,12,44,281 47.98 8,30,68,437 49.06

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. Name of the Shareholder Sold Bought Cumulative Date %

No. Holding

1 Smallcap World Fund, Inc 0 0 1,04,07,346 31-03-2015 6.15

Smallcap World Fund, Inc 1,90,631 0 1,02,16,715 12-06-2015 6.03

Smallcap World Fund, Inc 31,866 0 1,01,84,849 19-06-2015 6.02

Smallcap World Fund, Inc 54,024 0 1,01,30,825 26-06-2015 5.98

Smallcap World Fund, Inc 2,05,305 0 99,25,520 19-02-2016 5.86



Sr. Name of the Shareholder Shareholding at the beginning Shareholding at the end of the


No. of % of total % of shares No. of % of total % of shares

Shares held shares of Pledged/ Shares shares of Pledged/

the encumbered held the encumbered

Company to total Company to total

Shares Shares




No. Holding

Smallcap World Fund, Inc 0 3,30,000 88,68,825 11-03-2016 5.24

Smallcap World Fund, Inc 0 0 88,68,825 31-03-2016 5.24

2 Janus Overseas Fund 0 0 54,43,726 31-03-2015 3.22

Janus Overseas Fund 19,983 0 54,23,743 15-05-2015 3.20

Janus Overseas Fund 93,898 0 53,29,845 22-05-2015 3.15

Janus Overseas Fund 0 8,76,66 54,17,511 05-06-2015 3.20

Janus Overseas Fund 25,29,237 0 28,88,274 08-01-2016 1.71

Janus Overseas Fund 0 0 28,88,274 31-03-2016 1.71

3 HSBC Global Investment 0 0 50,61,680 31-03-2015 2.99Funds A/C Hsbc Gif Mauritius

HSBC Global Investment 6,559 0 50,55,121 17-04-2015 2.99Funds A/C Hsbc Gif Mauritius

HSBC Global Investment 42,202 0 50,12,919 14-08-2015 2.96Funds A/C Hsbc Gif Mauritius

HSBC Global Investment 0 0 50,12,919 31-03-2016 2.96Funds A/C Hsbc Gif Mauritius

4 ICICI Prudential Life 0 0 49,45,151 31-03-2015 2.92Insurance Company Ltd

ICICI Prudential Life 135 0 49,45,016 10-04-2015 2.92Insurance Company Ltd

ICICI Prudential Life 0 40,000 49,85,016 17-04-2015 2.94Insurance Company Ltd

ICICI Prudential Life 58,510 0 49,26,506 24-04-2015 2.91Insurance Company Ltd




ICICI Prudential Life 0 1,46,911 50,46,221 05-06-2015 2.98Insurance Company Ltd












No. Holding












ICICI Prudential Life 0 1,37,627 54,23,972 04-12-2015 3.20Insurance Company Ltd
















5 Macquarie Bank Limited 0 0 45,86,000 31-03-2015 2.71

Macquarie Bank Limited 0 0 45,86,000 31-03-2016 2.71

6 Copthall Mauritius 0 0 31,26,000 31-03-2015 1.85Investment Limited

Copthall Mauritius 0 4,200 31,30,200 14-08-2015 1.85Investment Limited

Copthall Mauritius 0 38,000 31,68,200 22-01-2016 1.87Investment Limited

Copthall Mauritius 0 0 31,68,200 31-03-2016 1.87Investment Limited

7 SSG Investment Holding 0 0 30,54,314 31-03-2015 1.80India Limited

SSG Investment Holding 0 2,43,414 32,97,728 18-12-2015 1.95India Limited


SSG Investment Holding 0 90,000 35,93,657 31-12-2015 2.12India Limited



SSG Investment Holding 0 0 47,96,248 31-03-2016 2.83India Limited

8 India Capital Limited 0 0 28,62,888 31-03-2015 1.69

India Capital Limited 0 3,82,300 32,45,188 04-03-2016 1.92



India Capital Limited 0 0 38,47,188 31-03-2016 2.27

9 Axis Bank Limited 0 0 27,47,627 31-03-2015 1.62

Axis Bank Limited 1,58,840 0 25,88,787 10-04-2015 1.53

Axis Bank Limited 0 150 25,88,937 17-04-2015 1.53

Axis Bank Limited 85,500 0 25,03,437 17-04-2015 1.48



Axis Bank Limited 0 6,000 25,08,877 22-05-2015 1.48



Axis bank limited 0 5,200 25,17,577 24-07-2015 1.49









No. Holding



No. Holding
















Axis Bank Limited 1,51,150 0 56,020 04-03-2016 0.03

Axis Bank Limited 22,100 0 33,920 31-03-2016 0.02

Axis Bank Limited 0 0 33,920 31-03-2016 0.02

10 Shivanand Shankar Mankekar 0 0 23,92,303 31-03-2015 1.41

Shivanand Shankar Mankekar 6,47,032 0 17,45,271 28-08-2015 1.03



Shivanand Shankar Mankekar 3,28,347 0 1 04-12-2015 0.00

Shivanand Shankar Mankekar 0 0 1 31-03-2016 0.00

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. Name of the Shareholder Sold Bought Cumulative Date

No. Holding

1 Urrshila Kerkar 0 0 46,39,600 31-03-2015

Urrshila Kerkar 0 0 46,39,600 31-03-2016

2 Ajay Ajit Peter Kerkar 0 0 27,44,672 31-03-2015

Ajay Ajit Peter Kerkar 0 0 27,44,672 31-03-2016

3 ABM Good 0 0 60,39,832 31-03-2015

ABM Good 0 0 60,39,832 31-03-2016

4 Pesi Patel 0 0 1,68,904 31-03-2015

Pesi Patel 0 0 1,68,904 31-03-2016

5 Mahalinga Narayanan 0 0 31-03-2015

Mahalinga Narayanan 0 0 31-03-2016

6 S. C. Bhargava 0 0 31-03-2015

S. C. Bhargava 0 0 31-03-2016

7 Anil Khandelwal 0 0 8,000 31-03-2015

Anil Khandelwal 0 0 8,000 31-03-2016

8 Rashmi Jain 0 0 31-03-2015

Rashmi Jain 0 0 31-03-2016



V. INDEBTEDNESS ` in lacs

Secured Loans Unsecured Total

excluding deposits Loans Deposits Indebtedness

Indebtedness at the beginning of the

Financial Year (01.04.15)

i) Principal Amount 26,687.86 25,000.00 - 51,687.86

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 28.38 69.66 - 98.04

Total (i+ii+iii) 26,716.24 25,069.66 - 51,785.90

Change in Indebtedness during

the Financial Year

Addition 29,242.67 85,000.00 - 1,14,242.67

Reduction (2,684.73) (40,069.66) - (42,754.39)

Exchange Difference - - - -

Net Change 26,557.94 44,930.34 - 71,488.28

Indebtedness at the end of the

Financial Year (31.03.16)

i) Principal Amount 53,274.18 70,000.00 - 1,23,274.18

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 12.00 40.16 - 52.17

Total (i+ii+iii) 53,286.18 70,040.16 - 1,23,326.35

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Whole-time Directors and Key Managerial Personnel

Sr. Particulars of Remuneration Name of the WTD Name of the KMP Name of the KMP

No. Urrshila Kerkar Anil Khandelwal Rashmi Jain

Gross salary

1 (a) Salary as per provisions contained in 2,17,38,000.00 1,28,75,496.00 30,42,708.00section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) 10,71,998 0 0Income-tax Act, 1961

(c) Profits in lieu of salary undersection 17(3) Income - tax Act, 1961

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - as % of profit - - -

5 Others (Gratuity, PF and Insurance) 21,91,387.00 17,30,872.00 2,66,881.00

Total (A) 2,50,01,385.00 1,46,06,368.00 33,09,589.00

6 Ceiling as per the Act ` 1,306.38 lacs

being 5% of thenet profit of the

Companycalculated as per

Section 198 of theCompanies Act, 2013


NIL

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Penalty/ Authority Appeal made,

Companies Act Description punishment/compounding (RD/NCLT/ if any

fee imposed Court) (give details)

Penalty

punishment

compounding

Other officers in Default

Penalty

punishment

compounding

Sr. No. Particulars of Remuneration Name of Directors Total Amount

Ajay Ajit A.B.M. Good Pesi Patel Subhash M.

Peter Kerkar Bhargava Narayanan

1. Independent Directors

a) Fee for attending board/ - - 200,000 270,000 260,000 730,000committee meetings 700,000 700,000 700,000 21,00,000

b) Commissionc) Others, please specify

Total (1) 900,000 970,000 960,000 28,30,000

2. Other Non-Executive

Directors

a) Fee for attending board/ 120,000 210,000 - - - -committee meetings - -

b) Commission - -c) others, please specify

Total (2) 120,000 210,000 - - - -

Total (B) = (1+2) 120,000 210,000 900,000 970,000 960,000 28,30,000

Total ManagerialRemuneration

Overall Ceiling as per ` 261.28 lacs (being 1% of the net profit of the Company calculated as perthe Act Section 198 of the Companies Act, 2013)

B. Remuneration to other Directors:



1. Statement on Company’s Philosophy on Code of Governance

At Cox & Kings, Corporate Governance has been an integral part of the way we have been doing our business.

We believe that good Corporate Governance emerges from the application of the best and sound management

practices and compliance with the laws coupled with adherence to the highest standards of transparency and

business ethics.

Effective Corporate Governance ensures that long term strategic objectives and plans are established and that the

proper Management and Management structure are in place to achieve those objectives, while at the same time

making sure that the structure functions to maintain the Corporation’s integrity, reputation and accountability to its

relevant constituencies.

The main objectives that drive Corporate Governance in Cox & Kings are:

• A sound system of internal control to mitigate risk associated with achievement of business objectives, both

short term and long term.

• Compliance of laws, rules & regulations.

• Ensuring corporate success and economic growth.

• Adherence to ethical standards for effective management and distribution of wealth and discharge of social

responsibility for sustainable development of all stakeholders (shareholders, customers, employees and society

at large).

Our Corporate Governance framework ensures that we make timely disclosures and share accurate information

regarding our financials and performance, as well as the leadership and governance of the Company.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”) the Company has executed fresh Listing Agreements with the

Stock Exchanges.

The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements and

regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing

Regulations, as applicable, with regard to Corporate Governance.

2. Board of Directors

i. As on March 31, 2016, the Company has six Directors. Of the six Directors, three are Non-Executive Directors and

three are Independent Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI

Listing Regulations read with Section 149 of the Act.

ii. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them

is a member of more than ten committees or chairman of more than five committees across all the public

companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies

as on March 31, 2016 have been made by the Directors. Except Mr. Peter Kerkar and Ms. Urrshila Kerkar, none of the

Directors are related to each other.

iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing

Regulations read with Section 149(6) of the Act. The maximum tenure of independent directors is in compliance

with the Act. All the Independent Directors have confirmed that they meet the criteria as mentioned under

Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act.

iv. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year

and the number of Directorships and Committee Chairmanships/Memberships held by them in other public

companies as on March 31, 2016 are given herein below. Other directorships do not include directorships of

private limited companies, foreign companies and companies under Section 8 of the Act. Chairmanships/Memberships

of Board Committees shall only include Audit Committee and Stakeholders’ Relationship Committee.

Report on Corporate Governance


Name of the Category Number of board Whether Number of Number of

Director meetings during attended last Directorships Committee

the year 2015-16 AGM held on in other positions

September 25, Public held in other

2015 Companies Public Companies

Held Attended

Mr. A.B.M. Good Non-Independent, 4 4 Yes 2 3Non-Executive

Mr. Peter Kerkar Non-Independent, 4 3 Yes 3 0Non-Executive

Ms. Urrshila Kerkar Whole Time Director 4 4 Yes 2 0

Mr. Pesi Patel Independent, 4 3 Yes 2 3Non-Executive

Mr. M. Narayanan Independent, 4 4 Yes 5 7Non-Executive

Mr. S.C. Bhargava Independent, 4 4 Yes 9 9Non-Executive

Video/tele-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locationsto participate in the meetings.

v. Four Board Meetings were held during the year and the gap between two meetings did not exceed one hundredand twenty days. The dates on which the said meetings were held were May 15, 2015, August 07, 2015,October 31, 2015 and February 05, 2016. The last Annual General Meeting of the Company was held onSeptember 25, 2015. The necessary quorum was present for all the meetings.

vi. During the year 2015-16, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has beenplaced before the Board for its consideration.

vii. The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company.

viii. The Company’s Independent Directors meet at least once in every financial year without the presence of ExecutiveDirectors or management personnel. Such meetings are conducted informally to enable Independent Directorsto discuss matters pertaining to the Company’s affairs and put forth their views to the Chairman and Whole TimeDirector. During the year, one meeting of the Independent Directors were held on February 15, 2016. IndependentDirectors, inter-alia, reviewed the performance of non-independent directors, Chairman of the Company and theBoard as a whole.

ix. The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by theCompany.

x. The details of the familiarisation programme of the Independent Directors are available on the website of theCompany (http://www.coxandkings.com/investorrelations).

xi. The Board of Directors of your Company has prescribed a Code of Conduct for all members of the Board and theSenior Management of your Company. The Code of Conduct is available on your Company’s websitewww.coxandkings.com

xii. All the members of the Board and the Senior Management personnel of your Company have affirmed theircompliance with the Code of Conduct for the year ended March 31, 2016. A declaration signed by the Whole timeDirector and Chief Financial Officer (CFO) to this effect is attached to the Annual Report.

xiii. As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct forprevention of Insider Trading. All the Directors, employees and third parties such as auditors, consultants etc.who could have access to the unpublished price sensitive information of the Company are governed by this code.The trading window is closed during the time of declaration of results and occurrence of any material events asper the code.



xiv. A brief profile of Director retiring by rotation, nature of their expertise in specific functional areas and companyname in which they hold Directorship, Memberships/Chairmanship of Board Committees and shareholding inthe Company are provided in this Annual Report.

xv. The details equity shares of the Company held by the Directors in the Company are as under:

Name of Director Category No. of shares held

Ms. Urrshila Kerkar Whole Time Director 46,39,600

Mr. A. B. M. Good Non-Executive Chairman 60,39,832

Mr. Peter Kerkar Non-Executive Director 27,44,672

Mr. Pesi Patel Independent Director 1,68,904

3. Board Committees

In compliance with both the mandatory and non-mandatory requirements under the Listing Agreement, and the

applicable laws, the Board of Directors of your Company has constituted the following Committees:

i) Audit Committee

ii) Stakeholders Relationship Committee

iii) Nomination and Remuneration Committee

iv) Corporate Social Responsibility and Governance Committee

v) Risk Management Committee

vi) Other Functional Committee

i. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Companies Act, 2013, and

Listing Regulations. The Audit Committee has been granted powers as prescribed Listing Regulations read with

Section 177 of the Companies Act, 2013.

• Overseeing of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, reappointment and if required, the replacement or removal

of Statutory Auditors and fixation of audit fees.

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

• Reviewing with the management, the annual financial statements before submission to the Board for approval,

with special emphasis on accounting policies and practices, compliance and other legal requirements concerning

financial statements.

• Review the adequacy of internal audit function, significant internal audit findings and follow-ups thereon

• Review of Management Discussion and Analysis

• Review Material Individual Transactions with related parties not in normal course of business or which are

not on arms length basis

• Review financial statements and investment of unlisted subsidiaries companies.

• Review of uses/application of funds raised through an issue (public issue, rights issue, preferential issue etc).

The Audit Committee invites such of the executives, as it considers appropriate (more particularly the head of the

finance functions), representatives of the Statutory Auditors and Internal Auditors to be present at its meeting.

The Company Secretary acts as the Secretary to the Audit Committee.

A summary statement of transactions with related parties was placed periodically before the Audit Committee

during the year. Suitable disclosures have been made in the financial statements.


The composition of the Audit Committee and the details of meeting attended by its members are given below:

Sr. Name Category No. of Meetings No. of Meetings

No. Held Attended

1 Mr. M. Narayanan (Chairman) Independent, Non-Executive 4 4

2 Mr. Pesi Patel Independent, Non-Executive 4 3

3 Mr. S. C Bhargava Independent, Non-Executive 4 4

4 Mr. A. B. M. Good Non Independent, Non-Executive 4 4

The Audit Committee of the Company met 4 times during the year 2015-16: May 15, 2015, August 07, 2015,October 31, 2015 and February 05, 2016.

ii. Stakeholders Relationship Committee

The ’Stakeholders Relationship Committee’ is primarily responsible to review all matters connected withthe Company’s transfer of securities and redressal of shareholders’/investors’/security holders’ complaints.The Committee also monitors the implementation and compliance with the Company’s Code of Conduct forprohibition of Insider Trading.

The Stakeholders Relationship Committee’s composition and the terms of reference meet with the requirementsof Regulation 20 of Listing Regulations and provisions of the Companies Act, 2013.

Terms of Reference of the Committee, inter alia, includes the following:

• Oversee and review all matters connected with the transfer of the Company’s securities

• Approve issue of the Company’s duplicate share/debenture certificates

• Monitor redressal of investors’/shareholders’/security holders’ grievances

• Oversee the performance of the Company’s Registrars and Transfer Agents

• Recommend methods to upgrade the standard of services to investors

• Monitor implementation of the Company’s Code of Conduct for Prohibition of Insider Trading

• Carry out any other function as is referred by the Board from time to time or enforced by any statutorynotification/amendment or modification as may be applicable

Company Secretary is the Compliance Officer for complying with requirements of Securities Laws and ListingAgreements with Stock Exchanges.

One meeting of the Shareholders’/Investors’ Grievance Committee was held during the year on May 15, 2015.

Investor Grievance Redressal

The status report on the number of shareholder complaints/request received and replied by the Company duringthe year under review and break up is as under:

Sr. No. Type of Complaints No. of Complaints

1 Non-receipt of Dividend warrant 11

2 Non-receipt of Annual Reports 34

Total 45

There were no outstanding complaints as on March 31, 2016.

The composition of the Stakeholders Relationship Committee’s and the details of meeting attended by itsmembers are give below:

Sr. Name of Director Executive/ No of Meeting No of meeting

No. Non-Executive held attended

1 Mr. Pesi Patel (Chairman) Independent, Non-Executive 1 1

2 Mr. M. Narayanan Independent, Non-Executive 1 1

3 Mr. A. B. M. Good Non Independent, Non-Executive 1 1



iii. Nomination and Remuneration Committee

The Nomination and Remuneration Committee’s composition and the terms of reference meet with the requirementsof Companies Act, 2013 and Regulation 19 of the Listing Regulations.


• The Nomination and Remuneration Committee shall identify persons who are qualified to become directorsand who may be appointed in senior management in accordance with the criteria laid down, recommend tothe Board their appointment and removal and shall carry out evaluation of every director’s performance.

• The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications,positive attributes and independence of a director and recommend to the Board a policy, relating to theremuneration for the directors, key managerial personnel and other employees.

• The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivatedirectors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals.

The composition of the Nomination and Remuneration Committee and the details of the meetings attended byits members are given below:

Sr. Name of Director Executive/ No of Meeting No of meeting

No. Non-Executive held attended

1 Mr. Pesi Patel (Chairman) Independent, Non Executive 2 2

2 Mr. M. Narayanan Independent, Non Executive 2 2

3 Mr. S. C Bhargava Independent, Non Executive 2 2

4 Mr. A. B. M. Good Non Independent, Non Executive Director 2 2

5. Mr. Peter Kerkar Non Executive Director 2 2

Two Meeting of the Remuneration Committee was held during the year on May 15, 2015 and August 07, 2015.

Board Membership Criteria:

While screening, selecting and recommending to the Board new members, the NRC ensures that the Boardis objective, there is absence of conflict of interest, ensures availability of diverse perspectives, businessexperience, legal, financial & other expertise, integrity, managerial qualities, practical wisdom, ability to read &understand financial statements, commitment to ethical standards and values of the Company and ensurehealthy debates & sound decisions.

While evaluating the suitability of a Director for re-appointment, besides the above criteria, the NRC considers thepast performance, attendance & participation in and contribution to the activities of the Board by the Director.

The Independent Directors comply with the definition of Independent Directors as given under Section 149(6) ofthe Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015. While appointing/re-appointing any Independent Directors/Non-Executive Directors on theBoard, the NRC considers the criteria as laid down in the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The remuneration of the Board members is based on the Company’s size & global presence, its economic &financial position, industrial trends, etc. The level of compensation to Executive Directors is designed to becompetitive in the market for highly qualified executives.


The Company pays remuneration to Executive Directors by way of salary, perquisites & retirement benefitsbased on recommendation of the NRC, approval of the Board and the shareholders. Annual increments aredecided by the Remuneration Committee within the salary scale approved by the members and are effectiveApril 1, each year.

Non-Executive Directors of the Company play a crucial role in the independent functioning of the Board.They bring in an external perspective to decision-making, and provide leadership and strategic guidance whilemaintaining objective judgments. They also oversee corporate governance framework of the Company.

The Independent Directors/Non-Executive Directors are paid remuneration by way of commission & sitting fees.The Company pays sitting fees of `50,000 per meeting of the Board and Independent Directors Meeting and10,000 per meeting of the Committee. The commission is paid subject to a limit not exceeding `700,000 p.a. out ofthe profits of the Company as approved by shareholders (computed in accordance with Section 197 of theCompanies Act, 2013). The commission to Independent Directors/Non-Executive Directors is distributed broadlyon the basis of their attendance, contribution at the Board, the Committee meetings, Chairmanship of Committeesand participation in Committee meetings.

Sitting Fees and Commission paid to Directors during the year 2015-16 are as detailed below:

(Amount in `)

Name Sitting Fee* Commission Total

Mr. Pesi Patel 2,00,000 7,00,000 9,00,000

Mr. M. Narayanan 2,60,000 7,00,000 9,60,000

Mr. S. C. Bhargava 2,70,000 7,00,000 9,70,000

Mr. A.B.M Good 2,10,000 - 2,10,000

Mr. Peter Kerkar 1,20,000 - 1,20,000

*Includes sitting fees paid for Board and Committee meetings.

None of the Directors are entitled to any benefit upon termination of their association with our Company.

Remuneration to Whole Time Director

The details of remuneration paid to the Whole Time Director during the year ended March 31, 2016:

Particulars Amount in `

Salary (HRA, bonus, business meeting expenses) 2,17,38,000

Perquisites (Car, holidays) 10,71,998

Others (Gratuity, PF and Insurance) 21,91,387

Total 2,50,01,385

The Company also pays retrial benefits (Provident funds, gratuity) to Whole Time Director.

The Company has no stock plans for the Directors. During the year under review, none of the Directors was paidany performance-linked incentive.

Further, there are no pecuniary relations or transactions between the Independent Directors and Company,except for the sitting fees and commission drawn by Non-Executive and Independent Directors for attendingmeeting of the Board and its Committee(s) thereof.

iv. Corporate Social Responsibility and Governance Committee

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way offormulating and monitoring implementation of the framework of ‘Corporate Social Responsibility Policy’, observepractices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013.


• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activitiesto be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules madethere under



• To recommend the amount of expenditure to be incurred on the CSR activities

• To monitor the implementation of the framework of the CSR Policy

• To approve the Corporate Sustainability Report and oversee the implementation of sustainability activities

• To observe corporate governance practices at all levels and to suggest remedial measures wherever necessary

• To ensure compliance with corporate governance norms prescribed under Listing Agreements with StockExchanges, the Companies Act and other statutes or any modification or re-enactment thereof

• To advise the Board periodically with respect to significant developments in the law and practice of corporategovernance, and to make recommendations to the Board for appropriate revisions to the Company’s CorporateGovernance Guidelines

• To monitor the Company’s compliance with Corporate Governance Guidelines and applicable laws andregulations, and make recommendations to the Board on all such matters and on any corrective action to betaken, as the Committee may deem appropriate

• To review and assess the adequacy of the Company’s Corporate Governance Manual, Code of BusinessConduct & Ethics for Directors and Management Personnel, Code of Ethics and other internal policies andguidelines, and monitor that principles described therein are being incorporated into the Company’s cultureand business practices

• To formulate/approve codes and/or policies for better governance

• To provide correct inputs to the media so as to preserve and protect the Company’s image and standing

• To disseminate factually correct information to investors, institutions and the public at large

• To establish oversight on important corporate communication on behalf of the Company with the assistanceof consultants/advisors, if necessary

• To ensure institution of standardised channels of internal communications across the Company to facilitatea high level of disciplined participation

• To carry out any other function as is mandated by the Board from time to time and/or enforced by anystatutory notification, amendment or modification as may be applicable or as may be necessary or appropriatefor performance of its duties.

Composition of the Committee

Sr. No Name of Director Executive/Non Executive

1 Ms. Urrshila Kerkar Whole Time Director

2 Mr. Peter Kerkar Non-Executive Director

3 Mr. S. C. Bhargava Independent, Non-Executive Director

v. Risk Management Committee

The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of theCompany. The Committee’s constitution meets with the requirements of Regulation 21 of the Listing Regulations.

Role and Responsibilities of the Committee includes the following:

• Framing of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy Validating the process of risk management Validating theprocedure for Risk Minimisation

• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessmentand risk management processes

• Continually obtaining reasonable assurance from management that all known and emerging risks havebeen identified and mitigated or managed

• Performing such other functions as may be necessary or appropriate for the performance of its oversightfunction


Risk Management Policy of the Company intre alia provides as under:

• Business/Strategic Risk: The Board oversees the risks which are inherent in the businesses pursued by theCompany. The oversight is through review/approval of business plans, projects and approvals for businessstrategy/policy.

• Operational Risks: These are being mitigated by internal policies and procedures which are updated fromtime to time to address reviewed risks.

• Financial Risks: These risks are addressed on an on-going basis by Treasury, Insurance and Foreign exchangeteam. Due oversight on financial risks is exercised by the Audit Committee in its meetings.

The Company is actively engaged in assessing and monitoring the risks of each of the businesses and overallfor the Company as a whole. The top tier of risks for the Company is captured by the operating managementafter serious deliberations on the nature of the risk being a gross or a net risk and thereafter in a prioritizedmanner presented to the Board for their inputs on risk mitigation/management efforts. The Board engagesin the Risk Management process and has set out a review process so as to report to the Board the progresson the initiatives for the major risks of each of the businesses that the Company is into.

The Company also has an Comprehensive risk management policy with respect to its foreign exchangebusiness and the same is periodically reviewed by the Audit Committee & Board of Directors of the Company.Pursuant to RBI Master Circular No.10/2012-13 dated July 2, 2012 the Company had obtained a certificate fromthe Statutory Auditors certifying that the Company has compliant with KYC/AML/CFT guidelines issued bythe RBI from time to time.

Meeting Details

One meeting of the Committee was held during the year on May 15, 2015.

Composition of the Committee

Sr. No Name of Director Executive/Non Executive

1 Mr. Peter Kerkar Non-Executive Director

2 Mr. Pesi Patel Independent, Non-Executive Director

3 Mr. S.C. Bhargava Independent, Non-Executive Director

vi) Other Functional Committee

Apart from the above statutory committees, the Board of Directors has constituted Finance Committee to raisethe level of governance and also to meet specific business needs:

Finance Committee:

Apart from the above statutory committees, the Board of Directors has constituted Finance Committee to raisethe level of governance and also to meet specific business needs:

Finance Committee:

The Finance Committee was constituted by the Board to address matters relating to the financial policies andprocedures such as requirements of banking, funds, augmentation of resources, access to liquidity, to raise fundsfor the operations of the Company, consider and to recommend to the Board about the sources and uses offunds, reviewing and recommending to the Board methods and terms of external financing and other financialtransactions required to achieve the Company’s objectives.

The committee reports to the Board and the minutes of these meetings are placed before the Board.

AML Review Committee

The Company has constituted AML Review Committee pursuant to Reserve Bank of India Circular No.:A. P. (DIR Series) Circular No. 17 regarding “Know Your Customer (KYC) norms/Anti-Money Laundering (AML)standards/Combating the Financing of Terrorism (CFT )/Obligation of Authorised Persons under Preventionof Money Laundering Act, (PMLA), as amended by Prevention of Money Laundering (Amendment) Act, 2009 -Money changing activities.

The said committee reviews and update the AML/KYC Policy of the company, review the existing businessestablishment (customers) of the Forex Division.

The committee reports to the Board and the minutes of these meetings are placed before the Board.



4. Subsidiary Monitoring Framework

All subsidiary companies of the Company are managed with their Boards having the rights and obligations tomanage such Companies in the best interest of their stakeholders. The Company monitors performance of subsidiaryCompanies, inter alia, by the following means:

(a) Financial statements, in particular the investments made by the unlisted subsidiary companies, are reviewedquarterly by the Audit Committee of the Company.

(b) All minutes of Board meetings of the unlisted subsidiary companies are placed before the Company’s Boardregularly.

(c) A statement containing all significant transactions and arrangements entered into by the unlisted subsidiarycompanies is placed before the Company’s Board. The Company does not have any material unlisted Indiansubsidiary and hence, is not required to nominate an Independent Director of the Company on the Board of suchsubsidiary Company. The Company has a policy for determining ‘material subsidiaries’ which is disclosed on itswebsite at the following linkhttp://www.coxandkings.com/downloads/investor-relations/material-subsidiary-policy.pdf

5. Related Party Disclosure

Details of related party transactions entered into by the Company are included in the Notes to Accounts. There are nomaterially significant related party transactions of the Company, which have potential conflict with the interests ofthe Company at large.

The Company’s major related party transactions are generally with its subsidiaries and associates. The related partytransactions are entered into based on the considerations of various business exigencies such as synergy in operations,sectoral specialization and the Company’s long term strategy. All the related party transactions are negotiated on armslength basis and are intended to further the interest of the Company. The board has approved a policy for relatedparty transactions which has been uploaded on the Company’s website at the following linkhttp://www.coxandkings.com/downloads/investor-relations/policy-on-related-party-transaction.pdf

6. Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as definedunder Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethicalbehaviour. No person has been denied access to the Chairman of the audit committee. The said policy has been alsoput up on the website of the Company at the following linkhttp://www.coxandkings.com/downloads/investor-relations/whistleblower-policy.pdf

7. Policy on Determination of Materiality for Disclosures

The Company has also adopted Policy on Determination of Materiality for Disclosures http://www.coxandkings.com/downloads/investor-relations/c-and-k-materiality-determination-policy.pdf and Policy on Archival of Documentshttp://www.coxandkings.com/downloads/investor-relations/document-retention-policy.pdf and Policy for Preservationof Documents.

8. Reconciliation of share capital audit

A qualied practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity sharecapital with the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited(“CDSL”) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-upcapital is in agreement with the total number of shares in physical form and the total number of dematerialisedshares held with NSDL and CDSL.

9. Share Transfer System

Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days fromthe date of receipt, subject to documents being valid and complete in all respects. The Board has delegated theauthority for approving transfer, transmission, etc. of the Company’s securities to the Managing Director and/orCompany Secretary. A summary of transfer/transmission of securities of the Company so approved by the whole timeDirector/Company Secretary is placed at every Board meeting/Stakeholders’ Relationship Committee. The Companyobtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalitiesas required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.


10. General Body Meetings

The details of general meeting held during the last 3 years and the special resolutions passed thereat are given below:

Year Date Venue & Time Summary of Resolution Passed

2014-15 AGM held on Rama & Sundari Watumull Auditorium, Special Business:

September 25, 2015 K. C. College Building, Vidyasagar • Invitation to subscribe toPrincipal K. M. Kundnani Chowk, 124, Non-convertible DebenturesDinshaw Wachha Road, Churchgate, • To approve the payment ofMumbai - 400 020 Commission to Independent

Directors

• Revision in Remuneration ofWhole Time Director

2013-14 AGM held on Rama & Sundari Watumull Auditorium, Special Business:September 26, 2014 K. C. College Building, Vidyasagar • Appointment of Independent

Principal K. M. Kundnani Chowk, 124, DirectorsDinshaw Wachha Road, Churchgate, • Adoption of New Article ofMumbai - 400 020 Association

• To invite to subscribe to NCDon Private Placement

• Approval of Borrowing Powerof the Company.

• Approval of Creation of chargeon property of the Company.

2012-13 AGM held on Walchand Hirachand Hall, 4th Floor, Special Business:September 17, 2013 Indian Merchant Chambers, IMC Building, • Revision in remuneration of

IMC Marg, Churchgate, Mumbai - 400 020. Whole Time Director

11. General Shareholders Information:

Company Registration Details

The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted tothe Company by the Ministry of Corporate Affairs (MCA) is L63040MH1939PLC011352

Annual General Meeting

Day/Date : September 23, 2016

Time : 11.00 am

Venue : Rama and Sundri Watumill Auditorium, K.C. College Building, Vidyasagar Principal, K.M. Kundanani Chowk,124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020

Dates of Book closure

The Register of Members and Share Transfer Books will remain closed from September 17, 2016 to September 23, 2016(both days inclusive) to determine the entitlement of shareholders to receive the final Dividend as may be declaredfor the year ended March 31, 2016.

Dividend Payment Date

The Board of Directors has recommended 20% Dividend for the financial year 2015-16 The dividend, if approved byshareholders at the ensuing Annual General Meeting shall be paid to members. The final dividend, if declared, shall bepaid/credited by October 08, 2016

Financial Calendar (tentative):

The tentative calendar for declaration of results for the financial year 2016-2017 is as under:

For Quarter ending - June 30, 2016 Before August 14, 2016For Quarter ending - September 30, 2016 Before November 14, 2016For Quarter ending - December 31, 2016 Before February 14, 2016For Quarter ending - March 31, 2017 Before May 30, 2017



Listing on Stock Exchanges:

As on March 31, 2016, the securities of the Company are listed on the following exchanges:

Stock Exchanges Scrip Code ISIN

Bombay Stock Exchange 533144 INE008I01026

National Stock Exchange COX&KINGS INE008I01026

Luxembourg Stock Exchange CoxKings GDR ne US2238991051

Listing fee for the year 2016-17 has been paid to all the Stock Exchanges (both domestic and international) where theCompany’s securities are listed.

Equity Shares and Global Depository Receipts (GDR)

Registrar and Transfer Agents

Karvy Computer Share Private Limited,

Karvy Selenium Tower B,Plot 31-32, Gachibowli,Financial District,Nanakramgudu,Hyderabad - 500 008.Email id: [email protected] person: Mr. S.V. Raju

Depository-GDR

BNY Mellon Shareowner Services211 Quality Circle, Suite 210College Station, Texas 77845

For Debt Securities:

Debenture Trustees:

Axis Trustee Services Limited

Axis House, 2nd Floor,Bombay Dyeing Mills Compound,Pandurang Budhkar Marg,Worli, Mumbai - 400 025

12. Means of Communication with Shareholders/Analysts

Your Company has established procedures to disseminate, in a planned manner, relevant information to shareholders,analysts, employees and the society at large. Quarterly, half-yearly and annual financial results are published inleading dailies. Audit Committee of the Company reviews the earnings press releases, annual and quarterly reports ofthe Company, before they are presented to the Board of Directors for their approval for release.

� News Releases, Presentations, etc.: All the news releases and presentations made at investor conferences andto analysts are posted on the Company’s website at www.coxandkings.com.

� Quarterly results: Quarterly results are published in widely circulated national newspapers. The results arealso displayed on the Company’s website www.coxandkings.com

� Website: The Company’s website www.coxandkings.com contains a separate dedicated section “Investors Relations”where shareholders information is available. The Annual Report of the Company, earnings press releases andquarterly reports of the Company etc. are also available on the website in a user-friendly and downloadable form.

� Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, consolidated financial statementstogether with Directors’ Report, Auditors’ Report and other important information are circulated to members andothers entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Reportand is displayed on the Company’s website www.coxandkings.com.

� Reminder to Investors: Reminders for unclaimed shares, unpaid dividend/unpaid interest or redemption amounton debentures are sent to shareholders/debenture holders as per records every year.

� NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSEfor corporates. All periodical compliance filings like shareholding pattern, corporate governance report, mediareleases, among others are filed electronically on NEAPS.

� BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘): BSE’s Listing Centre is a web-based applicationdesigned for corporates. All periodical compliance filings like shareholding pattern, corporate governance report,media releases, among others are also filed electronically on the Listing Centre.


� SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-basedcomplaints redress system. The salient features of this system are: Centralised database of all complaints, onlineupload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions takenon the complaint and its current status.

Designated exclusive email-id: The Company has designated the following email-ids exclusively forinvestor servicing:

• for queries on Annual Report: [email protected]

• for institutional investors/analysts queries: [email protected]

13. Unclaimed Dividend

Section 124 of the Companies Act, 2013, mandates the Company to transfer dividend that has been unclaimed for aperiod of 7 years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Accordingly,the dividend for the years mentioned below, if unclaimed within a period of 7 years will be transferred to IEPF.

Financial Year Type of Dividend Dividend per share Date of Declaration Due date for transfer

2014-15 Final ` 1 per share September 25, 2015 September 25, 2022(on the face value of` 5 per share)



14. Equity Shares Suspense Account

As per Regulation 34 of the Listing Regulations, the Company reports the following details in respect of equity shareslying in the suspense account as on March 31, 2016:

Particulars No. of Share Holders No. of Equity Shares

Aggregate Number of shareholders and the outstandingshares in the suspense account lying as on April 1, 2015 14 1080

Number of shareholders who approached the Companyfor transfer of shares from suspense account during the year - -

Number of shareholders to whom shares were transferredfrom the suspense account during the year - -

Aggregate Number of shareholders and the outstandingshares in the suspense account lying as on March 31, 2016 14 1080

The voting rights on the shares in the suspense accounts as on March 31, 2016 till the rightful owners of such sharesclaim the shares.

15. Dematerialization of Shares:

99.99% of the Company’s paid up capital has been dematerialized up to March 31, 2016. Trading of equity shares of theCompany is permitted only in demateralised form.

Sr. No Category No. of Holders Total Shares % To Equity

1 Physical 5 206 0.00%

2 N S D L 22,961 160,280,985 94.66%

3 C D S L 10,773 9,033,699 5.33%

Total 33,739 169,314,890 100.00%

16. Outstanding GDRs

The Global Depository Receipts (GDRs) issued in August, 2010 are listed on the Luxembourg Stock Exchange sincethen. Outstanding GDRs as on March 31, 2016 represent 321,553 equity shares constituting 0.18% of the paid-up EquityShare Capital of the Company. Each GDR represents 1 underlying equity shares in the Company. GDR is not a specifictime-bound instrument and can be surrendered any time and converted into the underlying equity shares in theCompany. The shares so released in favor of the investors upon surrender of GDRs can either be held by the investorsconcerned in their name or sold off in the Indian secondary markets for cash. To the extent of the shares so sold inIndian markets, GDRs can be reissued under the available headroom.



17. Stock Market Price Data from April 01, 2015 - March 31, 2016

Month BSE NSE

High Price Low Price High Price Low Price

April 15 341 293.25 341 291.6

May 15 315.5 287.55 315.95 287.1

June 15 299 221.15 297.8 221.2

July 15 299.8 231.7 298.6 291.5

August 15 317 218.35 317 218

September 15 244 200.25 244.3 200.1

October 15 276.05 205 276.9 205

November 15 276.8 235.1 276 235.1

December 15 255.9 236 255.65 236.15

January 16 256.45 187.85 257.4 188

February 16 233.4 140.5 233.9 140.1

March 16 197.55 146.6 197.65 146.3

Performance of the share price of the company in comparison with Nifty and BSE Sensex:

BSE April 2015 to March 2016

Clo

sin

g In

dex

Pri

ce

27,011

27,82827,781

28,115

26,283

26,15526,657

26,146

26,118 24,871

23,002

25,342

341.0315.5

299.0 299.8317.0

244.0

276.1 276.8255.9 256.5

233.4

197.6

146.6140.5

187.9

236.0235.1

205.0200.3218.4231.7

221.2

575

525

475

425

375

325

275

225

175

125

30000

25000

20000

15000

10000Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16

NSE April 2015 to March 2016

9000

8000

7000

6000

5000

4000

550

500

450

400

350

300

250

200

150

100Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16

8524

8301

8196

8480

83107815

8172

7888

7803

7536 7550

7200328.4

316.0317.0

287.1258.6

268.1279.7

268.0 259.1

273.9244.3

200.1234.5

244.8260.2

249.3239.8

247.2 257.4

188.0171.2

146.3

197.7183.6

Clo

sin

g In

dex

Pri

ce

Sto

ck P

rice


Shareholding Pattern as on March 31, 2016

Shareholders No. of Shares %

Promoter and Promoter Group Holding 8,30,68,437 49.06 %

Foreign Institutional Investor 5,51,01,558 32.54%

Mutual Funds 26,64,695 1.57%

Bodies Corporate 1,53,40,118 9.06%

Resident Individuals 90,10,102 5.32%

Others 41,29,980 2.45%

Total 16,93,14,890 100%

Distribution Schedule as on March 31, 2016

Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount

1-5000 32,462 96.22% 42,88,680 2,14,43,400 2.53%

5001- 10000 527 1.56% 7,89,851 39,49,255 0.47%

10001- 20000 259 0.77% 7,50,074 37,50,370 0.44%

20001- 30000 127 0.38% 6,40,708 32,03,540 0.38%

30001- 40000 42 0.12% 2,99,472 14,97,360 0.18%

40001- 50000 37 0.11% 3,48,065 17,40,325 0.21%

50001- 100000 93 0.28% 13,17,169 65,85,845 0.78%

100001& Above 192 0.56% 16,08,80,871 80,44,04,355 95.02%

Total 33,739 100% 16,93,14,890 84,65,74,450 100%

18. Other information:

Compliance Certificate of The Auditors

Certificate from the Company’s Auditors, M/s. Chaturvedi & Shah, confirming compliance with conditions of CorporateGovernance as stipulated under Regulation 34 of the Listing Regulation, is attached to this Report. This report will besent to the stock exchanges along with the annual report to be filed by the Company.

Details of Capital market non-compliance.

There has been no instance of non-compliance by the Company of any legal requirements; nor has there been anypenalty, stricture imposed on the Company by any Stock Exchange, SEBI or any statutory authority on any matterrelated to the capital markets during the year under review.

Audit Qualification

The Company is in the regime of unqualified financial statements.

Reporting of Internal Auditor

The Internal Auditor directly reports to the Audit Committee

Discretionary Requirements under Regulation 27 of Listing Regulation

The status of compliance with discretionary recommendations of the Regulation 27 of the Listing Regulation with theStock Exchanges is provided below:

A. The Board:

Chairman’s office is separate from that of the Whole Time Director & CEO. However, the same is now maintainedby the Chairman himself.

B. Shareholders Rights:

As the quarterly and half yearly financial performance along with significant events are published in the newspaperand also posted on the Company’s website.

C. Modified Opinion in Auditors Report:

The Company’s financial statement for the F.Y. 2015-16 does not contain any modified audit opinion.



D. Separate posts of Chairman & CEO:

The Chairman of the Board is a Non-Executive Director and his position is separate from that of the CEO

E. Reporting of Internal Auditor:

The Internal Auditor reports to the Audit Committee.

19. CEO and CFO Certification:

The Whole Time Director/CEO and the Chief Financial Officer of the Company give annual certification on financialreporting and internal controls to the Board in terms of Regulation 34 of the Listing Regulations. The Whole TimeDirector and the Chief Financial Officer also give quarterly certification on financial results while placing the financialresults before the Board in terms of Regulation 33 of the Lisitng Regulations. The annual certificate given by theWhole Time Director and the Chief Financial Officer is published in this Report.

20. Certificate on Compliance with Code of Conduct

I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel,affirmation that they have complied with the Code of Conduct for the financial year 2015-16.

For Cox & Kings Limited

Urrshila Kerkar

Whole Time Director

Mumbai, May 20, 2016


CEO/CFO CERTIFICATION

To,

The Board of Directors

Cox & Kings Limited

1. We have reviewed financial statements and the cash flow statement for the year 2015-16 and that to be the best of ourknowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in compliance withexisting accounting standards and, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the yearwhich are fraudulent, illegal or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectivenessof the internal control systems of the Company pertaining to financial reporting. We have not come across anyreportable deficiencies in the design or operation of such internal controls.

4. We have indicated to the auditors and the Audit Committee:

(i) that there are no significant changes in internal control over financial reporting during the year;

(ii) that there are no significant changes in accounting policies during the year; and

(iii) that there are no instances of significant fraud of which we have become aware.

For Cox & Kings Ltd

Urrshila Kerkar Anil Khandelwal

Whole Time Director Chief Financial Officer




To,

The Members of

COX & KINGS LIMITED

We have examined the compliance of conditions of Corporate Governance by Cox & Kings Limited (“the Company”)for the year ended on March 31, 2016, as stipulated in Clause 49 of the Listing Agreement of the said Companywith Stock Exchanges for the period April 1, 2015 to November 30, 2015 and as per the relevant provisions of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Listing Regulationfor the period December 1, 2015 to March 31, 2016.

The Compliance of conditions of Corporate Governance is the responsibility of Management. Our examination has beenlimited to procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditionsof Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our Opinion and to the best of our information and according to the explanation given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above mentioned ListingAgreement/Listing Regulations, as applicable.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of theefficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Chaturvedi & Shah

Chartered AccountantsF.R.N.No. 101720W

Amit Chaturvedi

PartnerMembership No. 103141


Auditors’ Certificate


Cox & Kings has been evolving both in business front and in its endeavor in giving back to the society. The process ofgiving back through effective channels has given rise to many sustainable and immediate solutions to various problemsin the field of healthcare, environment, women empowerment, village development etc. In particular, C&K focuses itsefforts on:

• Promoting education

• Improving health especially amongst children

• Animal welfare

• Protection of national heritage, art and culture

• Eradicating poverty

• Promotion of gender equality and empowering women

Cox & Kings Foundation is the philanthropic arm of Cox & Kings Ltd. Since its inception, the Foundation has beenceaselessly working towards giving back to the society by supporting various causes which are defined by Cox & KingsLtd. The foundation has been working in different fields including Education, Culture, Animal Welfare, Village Development,Empowerment & Environment and Healthcare. Our CSR paradigm is meant to bring about a change which is long lasting.

• In Education - our endeavour is to spark the desire for learning and knowledge at every stage through donations toFormal schools, supporting Girl child education, Adult education programmes

• In Healthcare - our goal is to render quality health care facilities to people living in the urban slums, villages throughMother and Child care projects, supporting charitable trusts that run rehabilitation centre for poor and needy cancerpatients, Health care for visually impaired, and physically challenged, extending help towards trusts working withchildren infected with HIV.

• Animal Welfare - to ensure that animals are treated humanely, to work towards prevention of cruelty to animals; andto promote community awareness about the welfare of animals.

• Restoring Heritage & Cultures - we believe that cultures and heritages need to be preserved eternally. They are a giftfrom the history to the present and the future.

• Eradicating Poverty - through our partnerships with local NGOs and communities through different agriculturalprogrammes & sustainable models. Poverty is a result of various factors right from climate to failed systems; these canbe predicted and prevented.

• In Sustainable Livelihood - our programmes aim at providing livelihood in a locally appropriate and environmentallysustainable manner through formation of Self Help, Groups for women empowerment, Vocational training.

• Promotion of Gender Equality and Empowering Women - through vocational trainings that equip them to get selfemployed or earn to come out of poverty and increasing confidence. We also work with not for profit organisationsto curb female foeticide in rural areas and give life to abandoned girl children.

HEALTH & WELFARE

Make-A-Wish Foundation of India (MAWF) is an NGO that is dedicated towards granting wishes of children with lifethreatening medical conditions. C&K supports MAWF to fulfill ‘To Have’ wishes of the children. With this money, MAWF buysthe child a gift of his or her choice, such as a toy car, computer, a doll house digital camera and so on. C&K is also the officialtravel partner for MAWF.

C&K supports the “to go” wishes where in C&K fulfills travel wishes of these terminally ill children. C&K sponsors the trip ofthe child to any destination of his choice, within India. With this initiative, we have created happy memories at thechildren’s dream destinations such as Kashmir, Vaishnodevi, Kerala and so on.

C&K has been a part of an initiative called ‘CEO Wishes’, wherein the CEO of C&K fulfills the wishes of around 50 children onbehalf of the employees of C&K.

Committed Communities Development Trust (CCDT), a voluntary trust that works extensively with children infected/affected by or at risk of HIV/AIDS. C&K has been supporting the ASHRAY and ANKUR ASMITA projects, which are temporaryCrisis Intervention Centres (CIC) set up by CCDT to ensure the protection of children, especially those who are orphans andvulnerable.

Corporate Social Responsibility Report



Think Foundation is an NGO dedicated to helping Thalassemia children. Think Foundation works in the areas of BloodDonation, Platelet Donation, and Thalassemia Minor for prevention of Thalassemia Major by creating awareness andproviding a facility for testing of Thalassemia Minor and Thalassemia Major by providing holistic care for childrensuffering from Thalassemia Major. C&K organizes blood donation camps across all its offices within India.

The camps are set up in association with Think Foundation and authorized blood banks. The camps are intentionally setup at a time when there is a deficit in supply of blood, for example during college vacations or during the rainy seasonwhen fewer donors voluntarily step out for blood donation.

C&K also sponsors emergency treatment of Thalassaemic children. Apart from this, we also conduct awareness campaignsto draw people’s attention towards this life threatening disorder.

Muskan Foundation’s association with MDVI children started with an aim to provide a spectrum of customized servicesranging from early intervention, education, therapy, counselling and MDVI awareness. For the overall development of thechild facing multiple disabilities, therapies are extremely important. The apt therapy is selected and complemented withspecial education. Keeping the child’s age in mind, he or she is enrolled in an early intervention program or the specialeducation program. Based on the needs of the child, therapies like Vision Rehabilitation, Occupational, Physiotherapy,Sensory Integration & Speech Therapy are executed.

After carefully assessing each child, Muskan special educators and therapists formulated an Individual Education Program(IEP) for them which focus on areas pertinent to a child’s development like, socialisation, communication, activities of dailyliving, language, etc. Cox & Kings has enabled training to the children with special needs in all the three areas namelycognitive, social and motor.

EDUCATION

Nanhi Kali is an NGO initiated by the K. C. Mahindra Education Trust (KCMET) with the aim of providing primary educationto underprivileged girl children in India. In 2013, C&K adopted the Amrutdham NMC School No 45 in Nasik where wesupport the education of 200 girls per year from Std. II – VI. We are in the third year and this commitment extends to 2017.

The donated amount is used for the school’s academic support. The Nanhi Kali Kit includes uniforms, notebooks, stationeryand hygiene material. It is also used for social and moral support like sports, competitions, celebrations, communication,consumables, stationary and for personnel cost.

The Mamta Trust is a Public Charitable Trust working to cater to the preliminary education requirements of underprivilegedchildren. C&K supports Trust towards upkeep of the school and satisfying nutritional requirements of the children, as wellas providing them with tericot uniforms with ties, shoes and stationery.

ANIMAL WELFARE:

People for Animals (PFA), Faridabad was established in the year 2007 for sick and injured stray animals. PFA Faridabadcampaigns for animal rights and respect. We work to rescue and rehabilitate sick and needy animals. C&K supports theNGO towards rescue and welfare of sick and needy animals.

The Bombay Society for the Prevention of Cruelty to Animals (BSPCA) was established in 1874. The organization has givendedicated and offering relentless service to all types of sick and injured animals. C&K sponsors the organisation for therescue and relief work it does for animals.

PROMOTING GENDER EQUALITY AND EMPOWERING WOMEN:

Ojus Medical Institute is a Mumbai registered trust formed in the year 2002 with the intent to provide sustainablesolutions in the areas of women empowerment, child health and education, amongst others. With timely intervention asa finance and expertise provider, Cox & Kings has been acting as a backbone to the amazing projects of OMI like SkillsDevelopment & Education for Women Empowerment and Children’s Nutritional and Educational Project.

Maa Bhagwati Vikas Sansthan (MBVS-A life saving movement), Udaipur has been working towards saving girl child, abandonedchild, stopping female foeticide, reducing infant mortality rate, eradicating malnutrition & spreading healing power of yogsince 2005. C&K upholds the right to live for every girl child and condemns any sort of killing. Through the sponsorshipoffered year after year, Cox & Kings has enabled Maheshaashram to give the right support to lend a new life to theabandoned kids.


ENVIRONMENTAL SUSTAINABILITY

C&K Group recognises the social and environmental issues arising from increased travel and we acknowledge and acceptthe responsibilities we have to the communities in which we operate.

Our businesses work to improve environmental and ethical practice: customers through information in marketing material,promotion of greener travel options and third party environmental schemes; employees through awareness initiatives;and suppliers through increased use of environmentally friendly products and awareness initiatives with key partners(hotels and ground handling agents).

Our UK subsidiaries are dedicated to the implementation of environmental awareness initiatives to help reduce energyconsumption in the office. Specific initiatives include reducing energy and water usage, reducing general office waste,improving recycling capabilities and reducing paper usage. Environmental messages are communicated to staff throughstaff forums, intranets, posters and emails. Most businesses have their own environmental policies with specific targets forcarbon reduction and details of awareness initiatives.

PGL, Education division of Holidaybreak, maintained their strong emphasis on the environment and have undertakentheir ESOS (Energy Savings Opportunity Scheme) compliance, which included site energy audits of three of its activitycenters. Examples of further energy saving actions are the replacement of light bulbs with LED low energy alternatives.PGL have created a document entitled ‘PGL’s Approach to Waste’ and includes examples of action being taken in order toreduce energy consumption. Examples include the sourcing of an agreed standard ‘energy efficient hand dryer’ for alllocations in an effort to replace paper towels. During the year, PGL invested heavily in insulating roofs and voids of allaccommodation upon the recommendations of the internal property review scheme.

PGL has also introduced a ‘5 a Day’ campaign to encourage employees to focus on 5 actions that they can do every day tohelp increase the awareness of the environment and reduce their impact on it. This campaign forms part of their inductionprocess, senior process and head office awareness.

PGL has consolidated their Biffa contracts for Waste Management which makes the operational issues more efficient,leading to improved commercial terms, fewer people involved, better data on levels of waste generated with a newcentrally led control of waste management.

NST are investing in light sensors to be placed in the washrooms, kitchens and meeting rooms. They are also being moreproactive, in that when the buildings will be unoccupied over such periods like Christmas and bank holidays, the airconditioning system is switched off in order to reduce energy consumption. Further to last year’s introduction of the‘Environmental Champions’ concept, this project continues to keep guest and staff awareness high at each centre.

This year PGL intends on focusing on the environment by department, starting with the catering and housekeepingoperations. At least £15,000 of capital will be allocated specifically for projects which reduce energy consumption and allrefurbishment project proposals are required to include details of environment considerations and action take. Year onyear utility consumption across the PGL UK centres was reduced on a per bed night basis by 2% for electricity, 5% for oil,5% for mains gas and 10% for water during 2015/2016. Waste cooking oil recycling has created a carbon saving of77,446KG’s in 2015.

Meininger Division has to change all light bulbs to LED has been successful, resulting in a saving of 80% of energyconsumption. It is planned to review all energy contracts in the coming year. Energy saving standards will be planned fornew hotel openings based on the Meininger construction manual.

Cox & Kings USA has joined Tourism Cares, a charitable community of the travel and tourism industry. Cox & Kings USAworked in conjunction with Tourism Cares to donate to the Tourism Cares Nepal Recovery Fund, organizing the travelindustry to give together and drive recovery for Nepal’s tourism industry. Tourism Cares works on tourism projects thatincluded identifying needs and prioritizing actions for tourism recovery; Revitalizing Nepal’s tourism product and itsmarketing; Targeted restoration and physical investments in projects that may otherwise fall through the cracks; andTraining and recovery funds for industry professionals.

DURING THE YEAR, C&K GROUP HAVE ALSO SUPPORTED THE FOLLOWING CHARITABLE ORGANIZATIONS:

• Donation to Fort Convent School which has been giving free education to many underprivileged girls and sponsoringhigher education to girls who cannot afford.



• Blood Donation Drive held annually in our Mumbai, Bangalore, Delhi, Chennai and Kolkata offices.

• Donation of old newspapers and waste papers to Arham Yuva Seva Group’s initiative to educate underprivilegedchildren by collecting old magazines and news papers.

• Monetary support to CanKids_Kidscan to celebrate the ICCD month with a unique campaign called ‘Light it up GoldTaj Mahal’. Through which CanKids reached out to 2000 children with Cancer. This was done with an aim to bringawareness about childhood cancer and fundraising for treatment for children suffering from cancer.

• Donations were made towards treatment of cancer patients through Cancer Aid & Research Center.

• C&K has been funding the treatment of Bhavika Giri who is suffering from a rare disorder of precocious puberty.She hails from a financially weak family. We have vowed to complete her treatment which will last until she is 18 yearsold. Her current age is 8 years.

• Funds towards upkeep of ancient Monastery with Thiksay Culture Welfare Society. C&K helped build additional roomsin the hostel for the students coming to learn in the Lamdon Model School Thiksay, repaired multipurpose usage hall,repaired prayer hall of monks and built new shelves to maintain the old scriptures in the library.

• Donated for setting up drip irrigation & water conservation projects in Jawhar which would lead to additionalcropping during non-monsoon seasons. This will reduce the poverty level of farmers in 5 villages. The partnershipwith Pragati Pratishthan for this cause will also spare rural women from walking miles to draw water.

• Our Delhi office celebrated Joy of Giving week which saw immense donations pouring in from the staff. All thedonations were directed to an NGO called Goonj which reaches out to underprivileged people in rural areas of India.

• In the twelve months to 31 March 2016, PGL’s bursary, which was established to help subsidise the cost of participationby pupils whose parents cannot afford the full price of a PGL trip, part/provided 885 holidays places worth a totalvalue of £82,988.

• NST matched the £1,500 raised by NST employees for ‘The Comfort Zone’, providers of food and shelter for thehomeless or under privileged on the Fylde coast. EST donated £1,000 to the charity ‘Liberty’.

• Holidaybreak sponsored London-based Nova’s annual fundraising event ‘The Big Fat Nova Quiz’ at a value of £1,495.£1,500 was donated to Juvenile Diabetes Research and Brocket Hall Charity received £200 in charitable donations byHolidaybreak. Holidaybreak also donated £40,000 to India based charity Magic Bus, with an additional contribution of£25,000 to be funded by each Divisions.

• 116 holidays were provided by the Education Division with a value of £13,194 to local communities and holidays witha value of £1,188 to charities. PGL donated a further £850 to community organisations and £275 to charities.

• Meininger donated ¤5,000 to Magic Bus and provided a free holiday to the value of ¤480 to a children’s hospitalcharity in the city of Meiningen.

• Bookit supports an organisation for neglected children, concentrating about providing physical support instead ofmonetary donations. 10 Bookit employees volunteer per event and organise special events including the refurbishingor redecorating of schools.


Independent Auditor’s Report

To the Members of Cox & Kings Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Cox & Kings Limited (“the Company”),which comprise the Balance Sheet as at March 31, 2016, and the Statement of Profit and Loss and Cash Flow Statementfor the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provision of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of the appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and fair presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which arerequired to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to the Company’s preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimatesmade by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalonefinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the state of affairs of the Company as atMarch 31, 2016, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of Indiain terms of sub-section (11) of section 143 of the Act , we give in the “Annexure A” a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appearsfrom our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are inagreement with the books of account.


d) In our opinion, the aforesaid standalone financial statements comply with the accounting standards specifiedunder section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2016 taken on record by theBoard of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a directorin terms of section 164(2) of the Act.

f ) With respect to the adequacy of the internal financial controls over financial reporting of the Company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rules 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements - Refer Note 34(II) to the financial statements.

ii. The Company did not have any material foreseeable losses on long-term contracts including derivativecontracts that require provision under any law or accounting standards for which there were any materialforeseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company.


Chartered AccountantsFirm Registration No. 101720W

Amit Chaturvedi

Place : Mumbai Partner

Dated : May 20, 2016 Membership No. 103141


Annexure referred to the Auditors’ Report

“Annexure A” to Independent Auditors’ Report referred to in Paragraph 1 under the heading of “Report on other legal and

regulatory requirements” of our report of even date.

1) In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodicalmanner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets.No material discrepancies were noticed on such physical verification.

c) In our opinion and according to the information and explanations given to us, title deeds of immovableproperties are held in the name of the company.

2) As explained to us, physical verification of the inventories have been conducted at reasonable intervals by themanagement, which in our opinion is reasonable, having regard to the size of the Company and nature of itsinventories. No material discrepancies were noticed on such physical verification.

3) The Company has granted loans, secured or unsecured to companies, firms, limited liability partnerships or otherparties covered in the register maintained under Section 189 of the Act. In our opinion and according to informationand explanations given to us, in respect of these loans:

a) The terms and conditions of the grant of such loans are not prejudicial to the company’s interest.

b) There is no schedule of repayment of principal and are repayable on demand. Also, there is no stipulation as todate of payment of interest.

c) Since the principal and interest on these loans are repayable on demand, question of overdue amount doesnot arise.

4) In respect of loans, investments, guarantees and security given by the Company:

a) Company has complied with the provisions of section 185 of the Act in respect of loans given.

b) Company has complied with the provisions of section 186 of the Act, in respect of investments, loans, guaranteeor security given.

5) According to the information and explanations given to us, the Company has not accepted any deposits within themeaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company.

6) To the best of our knowledge and explanations given to us, the Central Government has not prescribed themaintenance of cost records under sub section (1) of Section 148 of the Act in respect of the activities undertaken bythe Company.

7) In respect of Statutory dues :

a) According to the records of the Company, except for few instances of delay in payment of Service Tax, TDS,provident fund, employees’ state insurance, and professional tax, undisputed statutory dues including incometax, sales tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have beenregularly deposited with appropriate authorities. According to the information and explanations given to us, noundisputed amounts payable in respect of the aforesaid dues, were outstanding as at March 31, 2016 for aperiod of more than six months from the date they became payable.

b) According to the records of the Company and the information and explanations given to us, the disputed dueson account of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess that havenot been deposited before appropriate authorities are as under:

Name of the Nature of Amount Period to which Forum where dispute is pending

Statute the Dues (`) the amount relates

Income Tax Income Tax/ 24,21,452/- AY 2006-07 Commissioner Income Tax (Appeals)

Act, 1961 Penalties. 5,71,97,190/- AY 2011-12 Income Tax Appellate Tribunal

Finance Service Tax 1,29,07,77,449/- FY 2005-2011 Central Excise & Service Tax Appellate Tribunal

Act, 1994 1,32,01,992 FY 2011-2012


8) In our opinion and according to the information and explanations given to us, the Company has not defaulted inrepayment of dues to a financial institution, bank, government or debenture holders of the company.

9) The company has not raised money by way of initial public offer or further public offer (including debt instruments)or term Loan during the year and hence clause (ix) of paragraph 3 of the Order is not applicable to the Company.

10) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and as per information and explanations given to us, no fraud by the Company or on the Company byits officers or employees has been noticed or reported during the year.

11) In our opinion and according to the information and explanations given to us, managerial remuneration has beenpaid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read withSchedule V to the Act.

12) In our opinion company is not a nidhi company. Therefore, the provisions of clause (xii) of paragraph 3 of the Orderare not applicable to the company.

13) In our opinion and according to the information and explanations given to us, all transactions with related partiesare in compliance with sections 177 and 188 of the Act and their details have been disclosed in the financialstatements etc., as required by the applicable accounting standards.

14) In our opinion and according to the information and explanations given to us, the Company has not made anypreferential allotment or private placement of shares or fully or partly convertible debentures during the year andhence clause (xiv) of paragraph 3 of the Order is not applicable to the company.

15) In our opinion and according to the information and explanations given to us, the Company has not entered intoany non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act.Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.

16) To the best of our knowledge and as explained, the Company is not required to be registered under section 45-IA ofthe Reserve Bank of India Act, 1934.



Amit Chaturvedi




“Annexure B” to Independent Auditors’ Report referred to in paragraph 2(f) under the heading “Report on other legal and


Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(“the Act”)

We have audited the Internal Financial Control over financial reporting of Cox & Kings Limited (“the company”) as of

March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year then

ended.

Management Responsibility for the Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by

the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and

maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Act.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based

on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an

audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether

adequate internal financial controls over financial reporting was established and maintained and if such controls

operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control

based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have

a material effect on the financial statements.

Annexure referred to the Auditors’ Report


Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and not

be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016,

based on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the ICAI.


Chartered Accountants

Firm Registration No. 101720W

Amit Chaturvedi




Balance Sheet as at March 31, 2016

(` in Lacs)

Particulars Note As at March 31

No. 2016 2015

EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 1 8,466 8,466Reserves and Surplus 2 237,222 223,580Money Received against Share Warrant 1.4 5,615 5,615

251,303 237,661

Non-Current Liabilities

Long-term borrowings 3 8,193 31,535Deferred tax liability (Net) 4 1,269 1,519

9,462 33,054

Current Liabilities

Short-term borrowings 5 84,220 15,000Trade payables 6- MSME - -- Others 25,426 5,251Other current liabilities 7 45,108 10,074Short-term provisions 8 5,730 7,252

160,484 37,578

Total 421,249 308,292

ASSETS

Non-current assets

Fixed assetsTangible assets 9 3,672 4,834Intangible assets 10 6,912 7,965Capital work-in-progress 9 151 18Intangible assets under development 10 10,435 4,391

21,170 17,208

Non-current investments 11 20,556 14,810Long term loans and advances 12 92,469 36,484

113,025 51,294

Current assets

Current investments 13 2,800 2,800Inventories 14 1,166 768Trade receivables 15 97,870 73,042Cash and Bank Balance 16 49,408 39,704Short-term loans and advances 17 135,810 123,476

287,054 239,790

Total 421,249 308,292

Significant Accounting Policies and notes to the financial statements - 1 to 38

As per our report of even date

For Chaturvedi & Shah For and on behalf of the BoardChartered AccountantsFirm Registration No. 101720W

Amit Chaturvedi Urrshila Kerkar Peter Kerkar

Partner Director DirectorMembership No. 103141 DIN: 00021210 DIN: 00202891

Rashmi Jain Anil Khandelwal

Date : May 20, 2016 Company Secretary C.F.O.Place : Mumbai Membership No. 18978 Membership No. 106260


Statement of Profit & Loss for the year ended March 31, 2016







(` in Lacs)

Particulars Note For the year ended March 31

No. 2016 2015

INCOME

Revenue from operations 18 54,276 48,059Other Income 19 7,381 7,333Total Revenue 61,657 55,392

EXPENDITURE

Employee benefit expenses 20 13,106 11,098Finance costs 22 5,652 5,483Depreciation and amortization expense 9 & 10 2,952 3,774Other expenses 24 13,989 12,801

Total Expenses 35,700 33,157

Profit before tax 25,957 22,235

Tax Expenses:

Current tax 8,854 7,717Deferred tax (250) 141Current tax expenses relating to prior years 418 260

9,022 8,118

Profit for the year 16,935 14,117

Earnings per equity share (Face Value per share ` 5 each): 29Basic (In `) 10.00 9.56

Diluted (In `) 9.59 9.11

Significant Accounting policies and notes to the financial statements - 1 to 38


(` in Lacs)

Particulars For the year ended March 31

2016 2015

CASH FLOW FROM OPERATING ACTIVITIES

Profit before Tax 25,957 22,235

Adjustment for:

Depreciation 2,952 3,775

Unrealized foreign exchange Loss/(Gain) (256) 279

Profit on sale of Investment - (4)

Dividend on Investment (18) (50)

Interest Income (6,538) (6,396)

Interest Expense 5,652 5,483

Bad debts written off 23 -

(Profit)/Loss on Sale of Fixed Assets (Net) 1 13

Operating profit before working capital changes 27,772 25,334

Adjustment for:

(Increase)/Decrease in Inventories (398) (346)

(Increase)/Decrease in Trade Receivable (24,382) (8,682)

(Increase)/Decrease in Loans and Advances 453 (23,108)

Increase/(Decrease) in Current Liabilities 30,298 (1,767)

Cash Generated from Operations 33,744 (8,570)

Income Taxes Paid (8,564) (9,545)

Net cash flow from operating activities A 25,180 (18,115)

Cash Flow from Investing Activities

Purchase of Fixed Assets & Capital Work In Progress (6,922) (3,429)

Sale of Fixed Assets 5 -

Movement in other bank balances 201 1,436

Interest Received 6,538 6,396

Dividend Received 18 50

Investment in Subsidiaries/Associates (6,077) (117)

Sales of Investment 331 6

Intercoporate Deposits (given)/received (16,039) 21,455

Advances (given to)/Refunded by Subsidiaries (Net) (55,177) (56,261)

Net cash used in investing activities B (77,121) (30,464)

Cash Flow Statement for the year ended March 31, 2016


(` in Lacs)


2016 2015

Cash Flow from Financing Activities

Proceeds from issue of Equity Shares and Share Warrants - 105,616

Proceeds of Long Term Borrowing 10,022 24,000

Repayment of Long Term Borrowing (7,656) (43,734)

Movement in Short Term Borrowing 69,220 (11,576)

Expenses on issue of NCD and QIP (1,253) (2,691)

Dividend Paid (2,047) (1,597)

Interest Paid (5,698) (5,483)

Net cash flow from financing activities C 62,588 64,534

Net Increase/(decrease) in cash and Cash equivalents (A+B+C) 10,647 15,955

Cash and Cash equivalents

at the beginning of the period 38,244 21,623

Effect of Unrealised gain/(loss) on revaluation (741) 666

at the end of the period 48,150 38,244

Net Increase/(decrease) in cash and Cash equivalents 10,647 15,955

Cash and Bank Balances (As per Note 16) 49,408 39,704

Less - Margin Money Deposit 935 1,380

Less - Fixed Deposits having maturity periodmore than 3 months but upto 12 months 323 80

Cash and Cash Equivalents at the end of the year 48,150 38,244







Cash and cash equivalents are as per Note 16 to the financial statements

See accompanying significant accounting policies and notes to the financial statements - 1 to 38


Significant Accounting Policies

a. Method of Accounting

The financial statements are prepared as per historical cost convention on accrual basis and comply with theprovisions of the Companies Act, 2013, the generally accepted accounting principles in India and the applicableaccounting standards.

b. Use of Estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reportedamount of the assets and liabilities on the date of the financial statements and the reported amount of revenuesand expenses during the reporting period. Difference between the actual results and estimates are recognized in theperiod in which the results are known/materialized.

c. Income from operations

In line with generally accepted accounting practices, turnover comprises of net commissions earned on travelmanagement, service agency charges including margins in respect of tour and tour related services, commissions/margins earned on foreign exchange transactions in the normal course of the business as Authorised Dealer andFranchisees signup fees. The income arising from the buying and selling of foreign currencies has been included onthe basis of margins achieved.

d. Revenue Recognition

In accordance with the Company’s accounting policy followed consistently, commissions/income arising from toursand related services is accounted after netting off all direct expenditures relating thereto. Income from buying andselling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accounted when thereis reasonable certainty of its ultimate collection.

e. Expenditure

All general business expenditure is accounted in the year in which it is incurred. All direct tour related expensesincluding advertisement expenses for specific tour are accounted in the year in which the tours are undertaken.

f. Fixed Assets

Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition andinstallation of fixed assets. Intangible assets represent software, video shoots and trademarks stated at cost lessaccumulated amortisation and impairment losses, if any.

g. Depreciation

Depreciation on fixed assets is provided on the written down value method Based on the useful life of assets asprescribed in Schedule II to the companies act, 2013 Intangible assets are amortised over a period of five to ten years,being the expected period of use. The leasehold land is depreciated over the lease period. Leasehold improvementsare depreciated over the lease period or at the rates prescribed for Furniture in Companies act 2013 whichever ishigher.

h. Impairment of assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss ischarged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairmentloss recognised in prior accounting period is reversed if there has been change in the estimate of recoverableamount.

i. Leases

Lease arrangement, where the risks and rewards incidental to ownership of an asset substantially vests with thelessor, are recognized as operating leases. Lease payments under operating lease are recognized as an expense in theStatement of Profit and Loss.

j. Investments

Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminutionis of a nature other than temporary. Current investments are valued at the lower of cost and market value.

k. Inventory

Inventory represents stock of foreign currencies, which have been valued at lower of cost and realisable value as atthe year-end.


l. Employee Retirement Benefits

a. Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement ofProfit and Loss of the year in which the related service is rendered.

b. Post employment and other long term employee benefits are recognised as an expense in the profit and lossaccount for the year in which the employee has rendered services. The expense is recognised at the presentvalue of the amounts payable determined using actuarial valuation techniques. The liability in respect of Postemployment and other long term employee benefits is calculated using the Projected Unit Credit Method andspread over the period during which the benefit is expected to be derived from employees’ services. Actuarialgains and losses in respect of post employment and other long term benefits are charged to the Statement ofprofit and loss.

m. Foreign Currency Transactions

a. Transactions denominated in foreign currencies are recorded at spot rates/average rates.

b. Monetary items denominated in foreign currencies at the year end are restated at year end rates.

c. Non monetary foreign currency items are carried at cost.

d. In respect of forward contracts, the premium paid, gains/losses on settlement and losses on restatement arerecognized in Statement of Profit and Loss.

e. In respect integral foreign operations, all transactions are translated at rates prevailing on the date of transactionor that approximates the actual rate on the date of transaction. Monetary assets and liabilities are restated at theyear end rates.

f. Any income or expense on account of exchange difference either on settlement or on translation is recognisedin the Statement of Profit and Loss.

n. Borrowing Cost

Borrowing costs that are specifically attributable to the acquisition or construction of qualifying asset are capitalisedas part of the cost of such asset till such time as the asset is ready for its intended use. A qualifying asset is an assetthat necessarily requires/takes a substantial period of time to get ready for its intended use. All other borrowingcosts, i.e. not specifically attributable to the qualifying asset are charged to revenue in the period in which those areincurred.

o. Accounting for taxes on Income

Provision for current tax is made, based on the tax payable under the relevant statute.

Deferred tax on timing differences between taxable income and accounting income is accounted for, using the taxrates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets arerecognized only to the extent that there is a reasonable certainty of its realisation.

p. Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a presentobligation as a result of past events and it is probable that there will be an outflow of resources. ContingentLiabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosedin the financial statements.


Notes forming part of the Financial Statements for the year ended March 31, 2016

(` in Lacs)

Particulars As at March 31

2016 2015

Authorised:

22,00,00,000 equity shares of `5 each(Previous year 22,00,00,000 equity shares of `5 each) 11,000 11,000

11,000 11,000

Issued, Subscribed and Paid up:

16,93,14,890 equity shares of `5 each fully paid up(Previous year 16,93,14,890 equity shares of `5 each fully paid up). 8,466 8,466

Total 8,466 8,466

1.1 Number of Equity Shares held by each shareholder holding more than 5% shares in the company are as follows:

Particulars As at March 31, 2016 As at March 31, 2015

No. of Shares Share No. of Shares Share

Holding in % Holding in %

Sneh Sadan Graphic Services Limited 33,038,368 19.51% 33,038,368 19.51%

Kubber Investments (Mauritius) Pvt Ltd 18,346,560 10.84% 18,346,560 10.84%

Liz Investments Pvt Ltd 16,985,005 10.03% 15,160,849 8.95%

Smallcap World Fund Inc 8,868,825 5.24% 10,407,346 6.15%

1.2 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:

Particulars For the year ended on

March 31 March 31

2016 2015

No of shares No of shares

No. of Equity Shares outstanding at the beginning of the year 169,314,890 136,527,890

Less: Equity Shares forfeited/Bought back during the year - -

Add: Shares issued during the year through QIP - 32,787,000

No. of Equity Shares outstanding at the end of the year 169,314,890 169,314,890

1.3 Terms/rights attached to equity shares:

The company has only one class of equity shares having a par value of `5/- per share. Each holder of equity sharesis entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposedby the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assetsof the company, after distribution of all preferential amounts. The distribution will be in proportion to the numberof equity shares held by the shareholders.

1. Share Capital


1.4 Money Received against Share Warrant:


2016 2015

Money Received against Share Warrant 5,615 5,615

The Committee of Directors at its meeting held on January 06, 2015, had issued and allotted 72,50,000 Warrant(Warrants) to Standford Trading Private Limited, a promoter group entity, entitling for subscription of equivalentnumber of equity shares of `5/- each at a price of `309.82/- (Rupees Three Hundred Nine and Eighty Two Paisa only)per Warrant including premium of `304.82/- (Rupees Three Hundred Four and Eighty Two paisa only) per Warrant asper provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement)Regulations, 2009 at any time within 18 months from the date of issue.

2. Reserves And Surplus


2016 2015

Capital Reserves:

As per last Balance Sheet 18 18

Securities Premium Account:

As per last Balance Sheet 169,494 73,824Add : Premium on Shares issued during the year through QIP - 98,361Less : NCDs, QIP issue expenses 1,253 2,691

168,241 169,494

Debenture Redemption Reserve

As per last Balance Sheet 6,268 5,138Add : Transfer from Profit & Loss 222 1,130

6,490 6,268General Reserve:

As per last Balance Sheet 3,115 3,437Less : Adjustment of depreciation as per transitional provision of

Part C paragraph 7 (b) of Schedule II of the Companies Act, 2013(Refer note no. 9.1) - 322

3,115 3,115Surplus i.e. Balance in Statement of Profit and Loss

As per last Balance Sheet 44,684 33,745Add : Profit for the year 16,935 14,117Less : Appropriations

Debenture Redemption Reserve 222 1,130Proposed Dividend* 1,693 1,693Tax on Proposed Dividend 345 354

59,359 44,684

Total 237,222 223,580

* Dividend amount per equity share proposed to be distributed to Shareholders `1/- (P.Y. `1/- per share).

(` in lacs)

(` in lacs)


3. Long Term Borrowings


Current Non Current Current Non Current

Secured

Non Convertible Debentures 14,500 7,500 - 22,000

Term Loan from Financial Institution 1,350 675 2,647 2,025

Vehicle Loans from Banks 2 2 2 3

Vehicle Loans from Others 10 16 3 7

Unsecured

Non Convertible Debentures 15,000 - 2,500 7,500

Total 30,862 8,193 5,152 31,535

3.1 Long Term Borrowings:

(a) Secured Non Convertible debentures to the extent `14,500 Lacs (Previous Year `14,500 lacs) are secured byFirst Pari Passu charge on all Fixed and Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent `7,500 lacs (Previous Year `7,500 Lacs) are secured byPari Passu charge on receivables of the Company.

(c) Secured Term Loan from Financial Institution to the extent `2,025 lacs (Previous Year `4,672 lacs) is secured bySubservient Charge on the fixed assets of the company, Second charge on the current assets of the companypledge of 14,02,500 Equity shares of Tulip Star Hotels Limited held by the company.

(d) Vehicle Loans are secured by hypothecation of respective vehicles purchased.

3.2 Maturity Profile and rate of interest of Non-convertible debentures are set out below:

Rate on 2017-18 2018-19

Interest

Secured Debentures

750 Non Convertible Debentures 10.50% - 7,500

Total - 7,500

(` in Lacs)


5. Short Term Borrowings


2016 2015

Secured Loan

From Banks

- Working Capital Loan 29,220 -

Unsecured Loan

- Other Short Term Loan 55,000 15,000

Total 84,220 15000

5.1 Working Capital Loan is secured by first pari passu charge on all Current Assets and the movable Fixed Asset ofthe Company, Corporate guarantee of two promoter companies and personal guarantee of two directors.

4. Deferred Tax Liability (Net)


2016 2015

Deferred Tax Liability

Related to Fixed Assets 1,432 1,603

Deferred Tax Assets

Related to Provision for Gratuity and leave encashment 163 85

Total 1,269 1,519

(` in Lacs)

(` in Lacs)

3.3 Maturity Profile of other loans is set out below:

2017-18 2018-19 2019-20

Secured Loans:

Vehicle Loan 12 4 2

Term Loan from Financial Institutions 675 - -

Total 687 4 2

(` in Lacs)


(` in Lacs)

7. Other Current Liabilities


2016 2015

Current maturities of long-term debt (Refer Note No. 3) 30,862 5,152

Interest accrued but not due on borrowings 52 98

Unpaid dividends* 2 2

Unpaid Application money* # [Current year `0.17 Lacs, (Previous year `0.17 Lacs)] 0 # 0#

Income received in advance (Unearned revenue) 6,393 -

Other payables (including statutory dues payable and advance from customers) 7,799 4,822

Total 45,108 10,074

*No amount is due to Investor Education and Protection Fund.

Trade payables

Micro and Small Enterprises - -

Others 25,426 5,251

Total 25,426 5,251

Following disclosures required for Micro and Small Enterprises has been determined on the basis of informationavailable with the Company.


2016 2015

1 The Principle amount remaining unpaid to supplier as at the end of 3.43 -Accounting year

2 The interest due thereon remaining unpaid to supplier as at the end of 0.07 -Accounting year

3 The Amount of interest paid in terms of Section 16, along with the amounts Nil -of the payment made to the supplier beyond the appointed day during the year

4 The Amount of interest due and payable for the period of delay in making 0.02 -payment (which have been paid but beyond the appointed day during theyear) but without adding the interest specified under this Act.

5 The amount of Interest accrued during the year and remaining unpaid at 0.08 -the end of the accounting year

6 The amount of further interest remaining due and payable even in the Nil -succeeding years, until such date when the interest dues as above areactually paid to the Small Enterprise for the purpose of disallowanceas a deductible expenditure.

6. Trade Payables


2016 2015

8. Short-Term Provisions


2016 2015

Provision - Others:

Provision for Employee Benefits (Refer Note No. 21) 470 245

Proposed Dividend 1,693 1,693

Tax on proposed dividend 345 354

Provision for Tax (Net of Advance Tax) 3,222 4,960

Total 5,730 7,252

(` in Lacs)

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(` in Lacs)


2016 2015

Non CURRENT INVESTMENTS (Unquoted, Non Trade)

Investments in Equity/Preference Instruments of Subsidiaries:

Clearmine Limited 1,634 1,634

1,500 (Previous year 1,500) Equity shares of Sterling Pound 1/- each fully paid-up

Cox and Kings Singapore Private Limited** 549 549

16,00,000 (Previous year 16,00,000) Equity shares of SGD 1/- each fully paid-up

Cox & Kings Tours LLC 37 37

300 (Previous year 300) Equity shares of AED 1,000/- each fully paid-up

Cox & Kings (UK) Limited ** 3,903 3,903

14,27,875 (Previous year 14,27,875)Equity shares of Sterling pound 1/- each fully paid-up

Cox & Kings Japan Limited 1,146 1,146

3,647 (Previous year 3,647) Equity shares of Yen 50,000 each fully paid-up

Cox & Kings Australia Pty. Limited 855 855

1,000 (Previous year 1,000) Equity shares of AUD 1 each fully paid-up

Quoprro Global Services Private Limited **

2,00,00,000 (Previous year 2,00,00,000) 0.1% Redeemable Preference Sharesat `10/- each fully paid-up 2,000 2,000

1,00,00,000 (Previous year 1,00,00,000) Equity Shares at `10/- each fully paid-up 1,000 1,000

Quoprro Global Limited 22 22

30,001 (Previous year 30,001) Equity Shares of Sterling pound 1/- each fully paid-up

Cox & Kings Asia Pacific Travel Limited 1 1

10,000 (Previous year 10,000) Equity Shares of HK$ 1/- each fully paid-up

Cox and Kings Global Services Private Limited 5 5

50,000 (Previous year 50,000) Equity Shares of `10/- each fully paid-up

Prometheon Holdings Private Limited 0 * 0 *

1,000 (Previous year 1,000) Equity Shares of USD 1/- each fully paid-up

* [Current year `0.45 Lacs (Previous year `0.45 Lacs)]

Cox and Kings Global Service (Singapore) Pte. Limited 38 38

1,00,000 (Previous year 1,00,000) Equity Shares of SGD 1/- each fully paid-up

Prometheon Holdings (UK) Limited ** 1,806 1,806

20,000 (Previous year 20,000) Equity Shares of GBP 1/- each fully paid-up

Cox & Kings Destination Management Services Private Limited

Nil (Previous year 2,50,000) Preference Shares of SGD 1/- each fully paid-up - 117

Nil (Previous year 4,65,000) Equity Shares of SGD 1/- each fully paid-up - 214

Prometheon Enterprise Limited ** 9 9

10,000 (Previous year 10,000) Equity Shares of GBP 1/- each fully paid-up

Cox & Kings PGL Camps Pty Ltd. 0* 0*

10,000 (Previous year 10,000) Equity Shares of AUD 1/- each fully paid-up

*Current year `0.05 Lacs (Previous year `0.05 Lacs)

Hotelbreak Enterprises Uk Ltd 1 -

1000 (Previous year Nil) Equity Shares of GBP 1/- each

11. Non Current Investments


(` in Lacs)


2016 2015

11. Non Current Investments (contd.)

Investments in Equity Instruments of Associate:

Radius the Global Travel Company

30 Shares (Previous year 30) of Class B Common Voting shares, fully paid-up 53 53

10 Shares (Previous year 10) of Class A Common Non-Voting Shares, fully paid-up 6 6

Malvern Enterprise (UK) Limited** 6,076 -

63,70,000 (Previous year Nil) Equity Share of GBP 1/- each.

Investments in Equity Instruments of Joint Venture:

Royale India Rail Tours Limited 250 250

25,00,000 (Previous year 25,00,000) Equity Share of `10/- each fully paid-up

Investments in Equity Instruments of Others:

Ezeego One Travel and Tours Limited 1,000 1,000

9,000 (Previous year 9,000) Equity Share of `10/- each fully paid-up

Business India Publications Limited 25 25

45,000 (Previous year 45,000) equity shares of `10/- each fully paid-up

Non CURRENT INVESTMENTS (Quoted, Non Trade)

Investments in Equity Instruments of Associate:

Tulip Star Hotels Limited ** 140 140

14,02,500 (Previous year 14,02,500) Equity Shares of `10/- each fully paid-up

Total 20,556 14,810

Aggregate Amount of quoted investments 140 140

Market Value of quoted investments 1,082 1,122

Aggregate Amount of unquoted investments 20,416 14,670

** Pledge against the loans taken from Banks/Financial Institutions by Company/Subsidiaries/Associates.

(` in Lacs)


2016 2015

12. Long Term Loans And Advances

(Unsecured and considered good)

Loans and Advances to related parties (Refer Note No. 26) 90,930 35,061

Deposits (Including Security & EMD Deposits) 1,539 1,423

Total 92,469 36,484


(` in Lacs)


2016 2015

13. Current Investments

CURRENT INVESTMENTS (Unquoted, Non Trade)

Investments in Debentures:

V Hotels Limited 1,800 1,800

18,00,000 (Previous year 18,00,000) 24% Convertible Debenturesof `100/- each fully paid-up


1,00,000 (Previous year 1,00,000) 12% Fully Convertible Debenturesof `1,000/- each fully paid-up

Total 2,800 2,800


14. Inventories

(at cost or net realisable value whichever is lower)


2016 2015

Foreign Currency 1,166 768

Total 1,166 768

15. Trade Receivables


2016 2015


Outstanding for a period exceeding six month from the date that are due for payments 994 864

Others 96,876 72,178

Total 97,870 73,042

16. Cash and Bank Balance


2016 2015

Cash and Cash Equivalent

Balances with banks

In Current Accounts 34,474 27,268

In Unpaid Dividend Accounts 2 2

Fixed Deposits* 12,960 10,391

* Fixed Deposits having original maturity period not more than three months.

Cash on hand 714 582

48,150 38,244

(` in Lacs)

(` in Lacs)

(` in Lacs)




2016 2015

Other Bank Balance

Margin Money Deposit 935 1,380

(Given as security for Bank Guarantee & Overdraft limits)

Fixed Deposits* 323 80

* Fixed Deposits having original maturity period more than 3 months but upto 12 months.

1,258 1,460

Total 49,408 39,704

(` in Lacs)


2016 2015

17. Short Term Loans and Advances

(Unsecured and considered)


Loans and Advances to others 16,039 -

Advance Tax Paid (Net of Provision) 409 2,854

Others (including Advances against supplies and services, Staff Advances,prepaid expenses and other advances) 35,873 42,532

Total 135,810 123,476

(` in Lacs)


2016 2015

18. Revenue From Operations

Income from operation

Travel and Tours Commission 46,258 42,394

Income from Forex Division 6,780 4,386

Other Operating Income 1,238 1,279

Total Operating Income 54,276 48,059

(` in Lacs)


2016 2015

19. Other Income

Interest

From Current Investment 656 552

From Banks 207 147

From Others 5,676 5,697

Dividend


Net Gain on Sale of Investments

From Current Investment - 4

Other Non operating Income

Profit on Sale of Fixed Assets 1 12

Others 824 870

Total 7,381 7,333

(` in Lacs)


(` in Lacs)


2016 2015

20. Employee Benefit Expenses

(` in Lacs)

(` in Lacs)

Salaries and wages 11,569 9,917

Contribution to provident and other funds 684 480

Staff welfare expenses 853 701

Total 13,106 11,098

21. Disclosure as per Accounting Standard 15 (Revised) “Employee Benefits” are as under:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized as expense for the year are as under:

(` in Lacs)

Particulars 2015-2016 2014-2015

Employer’s Contribution to Provident Fund 226 217

Employer’s Contribution to Family Pension Fund 191 149

Employer’s Contribution to ESIC 9 16

Defined Benefit Plan

The Company operate post retirement benefit plan as follows:

Funded:

Gratuity

Leave Encashment

Table Showing changes in present value of obligation as on March 31, 2016

Particulars Gratuity Leave Encashment

2015-16 2014-15 2015-16 2014-15

Present Value of obligation as at thebeginning of year 444 414 363 331

Interest Cost 34 36 29 30

Current Service Cost 65 69 441 353

Benefits Paid (49) (38) - -

Actuarial (gain)/loss on obligations 79 (37) (378) (352)

Present value of obligationas at the end of year 572 444 454 363

Table showing changes in the fair value of plan assets as on March 31, 2016.


2015-16 2014-15 2015-16 2014-15

Fair value of plan asset at beginning of year 410 413 151 139

Expected return on plan asset 32 35 13 12

Contribution - - - -

Benefits Paid (49) (38) - -

Actuarial gain/(loss) on plan asset (1) (0) - -

Fair value of plan assets at the end of year 393 410 164 151


The amounts to be recognised in the balance sheet and statements of profit and loss.


2015-16 2014-15 2015-16 2014-15

Present value of obligation as at the end of year 572 444 454 363

Fair value of plan assets as at the end of the year 393 410 164 151

Funded status asset/(liability) (180) (34) (290) (211)

Net asset/(liability) recognised in balance sheet (180) (34) (290) (211)

Expenses recognised in statement of profit and loss


2015-16 2014-15 2015-16 2014-15

Current Service Cost 65 69 441 353

Interest Cost 34 36 29 30

Expected return on plan asset (32) 35 (13) (12)

Net Actuarial (gain)/loss recognised in the year 79 37 (378) (352)

Expenses recognised in statementof profit and loss 146 33 79 19

Amounts recognised in current year and previous four years


Gratuity 2016 2015 2014 2013 2012

Defined benefit obligation 572 444 414 343 321

Fair value of plan assets 393 410 413 367 344

(Surplus)/Deficit in the plan 180 34 1 (25) (22)

Actuarial (gain)/loss on plan obligation 79 37 (47) (38) (44)

Actuarial gain/(loss) on plan assets (1) (0) (0) - -

Actuarial Assumption


2015-16 2014-15 2015-16 2014-15

Assumption Discount Rate 7.46% 8.00% 7.46% 8.00%

Salary Escalation 4.00% 4.00% 4.00% 4.00%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, senioritypromotion and other relevant factors including supply and demand in the employment market. The above informationis certified by the actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly the compositionof plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assetsmanagement.

(` in Lacs)

(` in Lacs)

(` in Lacs)

(` in Lacs)


(` in Lacs)


2016 2015

22. Finance Cost

Interest expense 5,592 5,357

Other borrowing costs 60 126

Total 5,652 5,483

(` in Lacs)


2016 2015

23. Expenditure In Foreign Currency

Travelling, Hotel & Lodging 166 141

Professional Fees 35 66

Salary 120 115

Subscription 61 34

Advertisement 276 345

Other matters 12 46

Total 671 747

(` in Lacs)


2016 2015

24. Other Expenses

Rent 3,288 3,261

Rates & Taxes (excluding taxes on income) 4 13

Electricity Charges 487 483

Insurance 198 177

Payment to Auditors*

Audit Fees 84 64

Certificaton Fees 8 9

92 73

Communication and Courier Expenses 1,150 1,066

Professional Charges 1,155 1,056

Travelling & Conveyance Expenses 1,180 866

Computer Expenses 920 1,132

Advertisement, Publicity & Business Promotion 5,155 3,617

Bad debts 23 0

Donation** 376 310

Directors Sitting Fees & Commissions 36 32

Foreign Exchange Fluctuation Loss (Net) (1,086) (474)

Loss on Sale of Fixed Assets 1 26

Miscellaneous expenses 1,009 1,163

Total 13,989 12,801

* Excludes audit fees `40 lacs incurred during the previous year on account of QIP certification work which was adjusted against

securities premium account.

* * Includes contribution towards Corporate Social Responsibility (Refer Note 36).


25. Segment Reporting:

The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this mainbusiness. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting).

26 As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting

standards, are given below

(a) List of the related parties where control exists and related parties with whom transactions have taken place andrelationship.

Sr. Name of the Related Party

No.

A Subsidiary Companies:

1 Clearmine Limited UK

2 Cox & Kings Destination Management Services Limited

3 Cox & Kings Tours LLC, Dubai

4 Cox and Kings Singapore Private Limited

5 Quoprro Global Limited

6 Cox and Kings Asia Pacific Travel Limited

7 Quoprro Global Services Pvt Limited

8 Cox & Kings Global Services Pvt Limited

9 Cox & Kings Japan Limited

10 Cox and Kings Destinations Management Services Pvt Limited

11 Prometheon Enterprise Limited

12 Cox & Kings (UK) Limited

13 Cox & Kings Travel Limited

14 East India Travel Company Inc

15 Cox & Kings (Shipping) Limited

16 Cox & Kings Special Interest Holidays Limited

17 Cox & Kings Tours Limited

18 Cox & Kings Enterprises Limited

19 Cox & Kings Holdings Limited

20 ETN Services Limited

21 Cox & Kings Finance Limited

22 Cox & Kings Finance (Mauritius) Limited

23 Cox & Kings (Agents) Limited

24 C&K Investments Limited

25 Grand Tours Limited

26 Cox & Kings (Australia) Pty Limited

27 Tempo Holidays Pty Limited

28 Tempo Holidays NZ Limited

29 Cox and Kings Nordic PTY Limited

30 Cox and Kings PGL Camps Pty Limited

31 Prometheon Holdings Pvt Limited

32 Cox and Kings Global Services (Singapore) Pte Limited

33 Cox & Kings Global Services Management (Singapore) Pte Limited


34 Cox & Kings Gmbh

35 Quoprro Global Hellas, Greece

36 Cox & Kings Global Services LLC Dubai

37 Quoprro Global Services Pte. Limited

38 Quoprro Global Services Pvt Limited

39 Cox and Kings Consulting Service (Beijing) Co. Limited

40 Cox and Kings Global Services LLC, USA

41 Cox & Kings Global Services Sweden AB

42 Cox & Kings Egypt

43 Cox & Kings Global Services Lanka Pvt Limited

44 Prometheon Holdings (UK) Limited

45 Prometheon Limited

46 Holidaybreak Limited

47 NST Limited

48 NST Transport Services Limited

49 SASu Le Chateau d’Ebblinghem

50 SARL Chateau d’Ebblinghem

51 PGL Air Travel Limited

52 PGL Voyages Limited

53 PGL Travel Limited

54 PGL Adventure Limited

55 Freedom of France Limited

56 Noreya SL

57 PGL Adventure SAS

58 Simpar Sasu

59 Chateau de Lamorlaye SCI

60 SCI Domaine de Segries

61 European Study Tours Limited

62 NST Holdings Limited

63 NST Travel Group Limited

64 PGL Group Limited

65 EST Transport Purchasing Limited

66 Explore Worldwide Limited (Upto December 1, 2015)

67 Explore Aviation Limited (Upto December 1, 2015)

68 Explore Worldwide Adventures Limited (Upto December 1, 2015)

69 Regal Diving and Tours Limited (Upto December 1, 2015)

70 Superbreak Mini-Holidays Limited (Upto March 30, 2016)

71 Business Reservations Centre Holland BV

72 Bookit BV

73 BV Weekendjeweg.nl


No.


74 Business Reservations Centre Holland Holding BV

75 Superbreak Mini Holidays Group Limited (Upto March 30, 2016)

76 Edge Adventures Ltd.

77 Holidaybreak Trustee Limited

78 Holidaybreak Holding Company Limited

79 Holidaybreak Education Limited

80 Holidaybreak Quest Trustee Limtied

81 Hotelnet Limited

82 SAS Travelworks France

83 Travelplus Group Gmbh, Germany

84 Travelplus Group Gmbh, Austria

85 Travelworks UK Limited

86 Hole In The Wall Management Limited

87 Holidaybreak Hotel Holdings Limited

88 Holidaybreak Hotel Holdings GmbH

89 Meininger Amsterdam Amstelstation BV

90 PGL Travel PTY Limited

91 PGL Property PTY Limited

92 PGL Adventure Camps PTY Limited

93 Meininger Amsterdam B.V.

94 Meininger Shared Services Gmbh

95 Meininger Berlin Hauptbahnhof Gmbh

96 Meininger “10” Hamburg Gmbh

97 Meininger Airport Frankfurt Gmbh

98 Meininger Brussels Gmbh

99 Meininger West Gmbh & Co. Kg

100 Meininger West Verwaltungs Gmbh

101 Meininger “10” City Hostel Köln Gmbh

102 Meininger “10” Frankfurt Gmbh

103 Meininger Oranienburger Straße Gmbh

104 Meininger Hotel Berlin Eastside Gallary GMBH

105 Meininger “10” City Hostel Berlin-Mitte Gmbh

106 Meininger “10” Hostel Und Reisevermittlungs Gmbh

107 Meininger Airport Hotels Bbi Gmbh

108 Meininger Potsdamer Platz Gmbh

109 Meininger Barcelona Gmbh

110 Meininger City Hostels & Hotels Gmbh

111 Meininger Limited

112 Meininger Hotelerrichtungs Gmbh

113 Meininger Wien Gmbh


No.



No.

114 Meininger Wien Schiffamtsgasse Gmbh

115 Meininger Holding GmbH

116 Meininger Finance Co Limited

117 Meininger Paris SCI

118 Superbreak Mini-Holidays Transport Limited (Upto March 30, 2016)

119 Prometheon Australia Pty Ltd (With effect from October 05, 2015)

120 Prometheon Singapore pte Ltd (With effect from October 01, 2015)

121 Meininger Hotel Munchen Hirschgarten GmbH (With effect from April 29, 2015)

122 Meininger Hotel Munchen Olympiapark GmbH (With effect from March 11, 2015)

123 Meininger Hotel Leipzig Hauptbahnhof GmbH (With effect from March 11, 2015)

124 Meininger Hotel USA Limited (With effect from December 10, 2015)

125 Meininger Holding USA Inc (With effect from December 10, 2015)

126 Meininger Hotel Europe Limited (With effect from May 07, 2015)

127 Meininger Hotel Rome Termini Station S.r.l (With effect from July 21, 2015)

128 Meininger Hotel Venice Marghera S.r.l (With effect from July 20, 2015)

129 Meininger Hotel Hungary kft (With effect from September 02, 2015)

130 Meininger Hotel Asia Pacific Pte. Limited (With effect from July 23, 2015)

131 Hotelbreak Enterprise UK Ltd (With effect from September 18, 2015)

132 Hotelbreak Holdings UK Limited (With effect from September 18, 2015)

133 Hotels London Limited (With effect from October 08, 2015 to Upto March 30, 2016)

134 Late Rooms Limited (With effect from October 08, 2015 to Upto March 30, 2016)

B Associate/Group Company:

135 Tulip Star Hotels Limited

136 Radius Global Travel Limited

137 Malvern Enterprise UK Ltd (With effect from March 30, 2016)

C Key Managerial Personnel:

138 Mr. A.B.M Good - Chairman

139 Mr. Peter Kerkar - Director

140 Ms. Urrshila Kerkar - Director

D Others:

(i) Joint Venture:

141 Royale Indian Rail Tours Limited

(ii) Enterprises over which Key Managerial Personnel and their relatives exercise significant influence:

142 Far Pavilions Tours and Travels Pvt. Limited

143 Ezeego One Travel and Tours Limited

144 Standford Trading Private Limited


No.


b) Transaction during the year with related parties :

(` in Lacs)

Sr. Nature of Transaction Subsidiaries Associates Key Managerial Others Total

No. Personnel

1 Purchase/Subscription of Investments 1 6,076 - - 6,077 117 - - - 117

2 Subscription of share warrants - - - - - - - - 5,615 5,615

3 Loans and advances given/(returned) 55,177 361 - 5,729 61,26864,667 395 - (2,210) 62,852

4 Guarantees issued during the year 14,856 - - - 14,85625,715 - - - 25,715

5 Purchase 36,295 - - 71,590 107,885 3,928 - - 48,628 52,556

6 Sales 4,819 13 9 83,778 88,6195,923 11 10 51,628 57,573

7 Other Operating Income 712 - - 280 992 994 - - 100 1,094

8 Remuneration paid to director - - 250 - 250 - - 162 - 162

9 Director Sitting Fees - - 3 - 3 - - 2 - 2

10 Interest Received on loan & Advances 5,381 384 - 104 5,8692,071 96 - - 2,166

11 Interest Received on Current Investment - - - 120 120- - - 120 120

12 Commission on Corporate Gurantees 701 - - - 701859 - - - 859

Balance as at March 31, 2016:

13 Investments 13,006 6,275 - 5,250 24,53113,336 199 - 2,250 15,785

14 Trade Receivable 2,734 24 1 21,481 24,240 3,837 11 3 9,235 13,085

15 Advances from customers 79 - - - 79- - - - -

16 Loan & Advances 161,737 2,989 - 9,693 174,419106,560 2,627 - 3,964 113,151

17 Trade payable 14,786 - - - 14,78651 - - - 51

18 Advances to vendors 3,449 - - 1,152 4,601 5,095 - - 5,435 10,530

19 Corporate Guarantees 160,475 - - - 160,475 175,331 - - - 175,331

Note: The Figures in Italics are in respect of previous year.


Disclosure in respect of significant related party transaction during the year.

1 Purchase/subscription of Investments includes `1 Lac (Previous Year ` Nil) in Hotelbreak Enterprises Ltd.,`6,076 Lacs (Previous year `Nil) in Malvern Enterprise (UK) Ltd. and ` Nil (Previous year `117 Lacs) in Cox andKings Destination Management Services Pvt. Ltd.

2 Subscription of share warrants includes `Nil (Previous year `5,615 Lacs) from Standford Trading Private Limited.

3 Loan given during the year includes `952 Lacs (Previous year `1,095 Lacs) to Cox & Kings Asia Pacific Travel Ltd.,`10,757 Lacs (Previous Year `2,403 Lacs) to Cox & Kings Global Service Pvt. Ltd., `2,844 Lacs (Previous Year`4,453 Lacs) to Cox & Kings Singapore Pvt. Ltd. and `55,869 Lacs (Previous year `28,167 Lacs) to PrometheonEnterprise Ltd.

Loan returned during the year includes `14,300 (Previous year ` Nil) by Cox & Kings Global Service (Singapore)Pte. Ltd., `2990 (Previous Year `Nil) by Cox & Kings (UK) Ltd., `2437 (Previous Year `Nil) Cox & Kings AustraliaPvt. Ltd. `Nil (Previous year `1399 Lacs) by Prometheon Holdings (UK) Ltd.

4 Guarantees issued during the year includes ` Nil (Previous year `4,364 Lacs) for Cox & Kings PGL Camps Pty. Ltd.,`11,581 Lacs (Previous Year Nil) for Cox & Kings Tours (L.L.C), `Nil (Previous Year `21,351 Lacs) for PrometheonEnterprise Ltd., `1,654 Lacs (Previous year `Nil) Cox & Kings (UK) Ltd. and `1654 Lacs (Previous year `Nil)Cox & Kings (Japan) Ltd.

5 Purchases include Cox & Kings Destination Management Services Ltd. `2,193 Lacs (Previous year `1,193 Lacs),Cox & Kings Tours (L.L.C.) `33,779 Lacs (Previous year `2,443 Lacs), Ezeego One Travels and Tours Ltd. `71,590 Lacs(Previous year `48,628 Lacs), Cox & Kings Destination Management Pvt. Ltd. Singapore `Nil (Previous year `1 Lac) andCox & Kings Global Services Pvt. Ltd. `271 Lacs (Previous year `275 Lacs).

6 Sales include Ezeego One Travels and Tours Ltd. `83,778 Lacs (Previous year `51,628 Lacs), Cox & Kings Travel Ltd.`1,866 Lacs (Previous year `2,012 Lacs), Cox & Kings LLC Dubai `1,391 Lacs (Previous Year `1,144 Lacs) andCox & Kings Global Service Pvt. Ltd. `141 Lacs (Previous year `695 Lacs)

7 Other Operating Income includes `264 Lacs (Previous Year `358 Lacs) from Cox & Kings Global Services Pvt. Ltd.`155 Lacs (Previous Year `191 Lacs) from Tempo Hoildays Pty. Ltd., Cox & Kings Tours LLC `87 Lacs (Previous Year`105 Lacs), East India Travel Inc. `161 Lacs (Previous Year `119 Lacs) and Ezeego One Travels and Tours Ltd `280(Previous Year `100 Lacs).

8 Payment to Key Managerial Person includes `250 Lacs (Previous year `162 Lacs) paid to Ms. Urrshila Kerkar.

9 Director Sitting fees paid to Key Managerial Person includes `2 Lacs (Previous year `1 Lacs) paid to Mr. A.B.M.Good and `1 Lac (Previous year `1 Lac) to Mr. Peter Kerkar.

10 Interest received on Loans and Advances includes `403 Lacs (Previous Year `225 Lacs) from Cox & Kings SingaporePte. Ltd., `3,183 Lacs (Previous Year `592 Lacs) from Prometheon Enterprise Ltd. `422 Lacs (Previous Year `391 Lacs)from Cox & Kings Asia Pacific Travel Ltd., and `848 Lacs (Previous Year `544 Lacs) from Cox & Kings Global Service(Singapore) Pty. Ltd.

11 Interest received on Current Investment includes `120 Lacs (Previous Year `120 Lacs) from Ezeego oneTravel & Tours Ltd.

12 Guarantee Commission received from Prometheon Holdings (UK) Limited for Rs. Nil (Previous Year `256 Lacs),Prometheon Enterprise Limited `671 Lacs (Previous Year `596 Lacs) and Hotelbreak Enterprise Uk Ltd `30 Lacs(Previous Year `Nil).

27 In compliance with AS – 27 ‘Financial Reporting of Interests in Joint Ventures’, the required information is as under:

a) Jointly controlled entities

Particulars Country of Percentage of

Incorporation ownership interest

as on as on

31.03.2016 31.03.2015

Royal Indian Rail Tours Limited India 50% 50%


b) The Company’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitmentscompiled on the basis of unaudited financial statements received from joint ventures is as follows:

(` in lacs)

Particulars As at As at As at

31.03.2016* 31.03.2015* 31.03.2011*

(i) Assets 2,260

- Long Term Assets 233

- Current Assets 2,027

(ii) Liabilities 3,128

- Loans (Secured & Unsecured) 1,313

- Current Liabilities and Provisions 1,813

- Deferred Tax 3

(iii) Income 1,364

(iv) Expenses 2,108

(v) Miscellaneous Expenditure to extent not written off 165

* For the reasons stated in note 38 (b), the company has not received the financials of the Joint Venture forfinancial year 2011-12, 2012-13, 2013-14, 2014-15 & 2015-16. Hence, the figures of the company’s share in theassets and liabilities of the joint venture as at March 31, 2016 and the income and expenses for the year endedon that date as required by Accounting Standard AS 27 - Financial Reporting of Interests in Joint Venture havenot been stated.

28 Leases

A. Tangible assets includes assets given on operating lease

(` in lacs)

Description Cost Depreciation Net Block

of Assets As at Additions Disposals As at As at For the On As at As at As at

01.04.2015 during during 31.03.2016 01.04.2015 year disposals 31.03.2016 31.03.2016 31.03.2015

the year the year

Owned Assets

Building # 17 - - 17 10 0* - 10 7 7Furniture &Fixtures ** 741 150 - 892 180 154 - 334 557 561ElectricalEquipments ** 29 - - 29 7 6 - 13 16 22OfficeEquipments ** 27 - - 27 10 8 - 18 9 17Total

Amount (`) 814 150 - 965 207 168 - 375 589 607

* Depreciation for the year includes `0.30 Lacs (Previous year `0.30 Lacs).

# In respect of the above arrangements, lease rent of `4 Lacs (Previous year `4 Lacs) are recognised in the Statementof Profit and Loss for the year and included under Other Income (Refer note 19).

** The operating lease arrangements entered for a period of 3 years and can be renewed at the option of either partyon completion but may be terminated with one month prior notice by either of the party during the tenure oflease. In respect of the said arrangements, lease rent of `189 Lacs (Previous year `149 Lacs) are recognised in theStatement of Profit and Loss for the year and included under Other Operating Income (Refer note 18).


B. The company has operating lease in respect of office premises. Future lease rentals payable in respect of non

cancellable lease period is as follows :

Not later than one year 2,983 2,426

Later than one year but not later than five years 5,946 3,015

Later than five year 77 254

The Company’s significant leasing arrangements are generally from 5 months to 85 months. Under theseagreements, generally refundable interest-free deposits have been given. In respect of above arrangements,lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent(Refer Note 24).

29. Earnings Per Share (EPS)


2016 2015

Net Profit after Tax as per Statement of Profit & Loss attributable toEquity Shareholders (` in Lacs) 16,935 14,117

Weighted average number of Equity Shares (Basic) (No. in Lacs) 1,693 1,477

Add:- Dilutive shares on account of Share warrants (No. in Lacs) 73 73

Weighted average number of Equity Shares (Diluted) (No. in Lacs) 1,766 1,549

Basic Earning Per Share (EPS) (In `) 10.00 9.56

Diluted Earning Per Share (EPS) (In `) 9.59 9.11

Face Value Per Equity Shares (In `) 5/- 5/-

30. Loans/Advances in the nature of Loans given to Subsidiaries, Associates & Joint Venture

(A) Loans & Advances

Sr. Name of the Company Type As at As at Maximum

No. March 31, March 31, Balance

2016 2015 during

the year

1 Cox & Kings (Australia) Pty. Ltd Subsidiary 342 2,780 2,873

2 Quprro Global Services Pvt. Ltd. Subsidiary 7,828 6,271 7,828

3 Cox & Kings (UK) Ltd. Subsidiary 468 3,458 4,500

4 Cox & Kings Singapore Pvt. Ltd. Subsidiary 10,629 7,785 15,842

5 Cox & Kings Asia Pacific Travel Limited Subsidiary 12,450 11,498 12,450

6 Cox & Kings Global Services (Singapore) Pte. Ltd. Subsidiary 9,000 23,300 24,954

7 Quoprro Global Limited Subsidiary 1,027 992 1,027

8 Clearmine Limited Subsidiary 911 881 911

9 Cox & Kings (Japan) Limited Subsidiary 4,715 3,430 4,715

10 Cox & Kings Tours LLC. Subsidiary 2,808 2,164 4,313

11 Prometheon Enterprises Ltd. Subsidiary 90,930 35,061 99,441

12 Cox & Kings Global Services Pvt. Ltd Subsidiary 18,182 7,426 18,182

13 Cox & Kings Destination Management Pte. Ltd. Subsidiary - 73 75

14 Prometheon Holdings Pvt. Ltd. Subsidiary 2,729 1,648 3,307

15 Cox & Kings PGL Camps PTY Ltd Subsidiary - 156 156

16 Tulip Star Hotels Limited Associate 2,976 2,627 2,976

17 Royale Indian Rail Tours Limited Joint venture 3,958 3,958 3,958

(` in lacs)


2016 2015

(` in Lacs)

(` in lacs)


(` in Lacs)

Sr. Name of the Company Type As at As at Maximum

No. March 31, March 31, Balance

2016 2015 during

the year

18 Hotelbreak Enterprise UK Ltd Subsidiary 52 - 52

19 Malvern Enterprise UK Ltd Associate 13 - 13

169,018 113,508

B. Investment by the loanee in the shares of the company or subsidiary company:

a. None of the loanees and/or subsidiary companies of loanees have, per se, made investments in shares ofthe Company.

b. Investment by Cox & Kings (UK) Ltd. in equity shares of subsidiaries:

Sr. Name of the Company No of Shares

No.

1 Cox & Kings (Shipping) Ltd. 1,999

2 Cox & Kings Holdings Ltd. 2

3 Cox & Kings Enterprises Ltd. 100

4 C&K Investments Limited 1

5 Cox & Kings Special Interest Holidays Ltd. 1,999

6 ETN Services Ltd 2

7 Cox & Kings (Agents) Limited 1

8 Cox & Kings Finance Ltd. 1

9 Cox & Kings Finance (Mauritius) Ltd. 12,000

c. Investment by Cox & Kings Global Services (Singapore) Pte Ltd. in preference shares of subsidiaries:


No.

1 Cox & Kings Global Services Management (Singapore) Pte Ltd. 1,600,000

2 Cox & Kings Singapore Pte Ltd 8,300,000

3 Cox & Kings Destination Management Services Private Limited 250,000

d. Investment by Prometheon Australia Pty Ltd. in equity shares of subsidiaries:


No.

1 Tempo Holidays Pty Ltd. 117,000

2 Cox & Kings Nordic PTY Limited, Australia 27,000

e. Investment by Prometheon Enterprise Ltd. in equity shares of subsidiaries:


No.

1 Prometheon Holdings (UK) Ltd. 635,776

2 Prometheon Australia Pty Ltd. 1,000

3 Cox & Kings Destination Management Services Limited 2

4 Prometheon Singapore Pte Ltd. 1

5 Cox & Kings Tours LLC, Dubai 29,400

6 Cox & Kings Destinations Management Services Pvt Ltd. 465,000

7 Cox & Kings Travel Limited 639,000


31. Remittances In Foreign Currency on Account of Dividend

The company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-aliaincludes portfolio investment and direct investment, where the amount is also credited to Non-Resident ExternalAccount (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The totalamount remitable in this respect is given herein below:


2016 2015

Number of non-resident shareholders 771 506

Number of Shares held by them 86,014,736 59,385,365

Amount of Dividend 86,014,736 59,385,365

Year to which dividend relates 2014-2015 2013-14

32. Financial Derivative Instruments:

A. Derivative contract entered into by the company for hedgeing currency risk and outstanding as on March 31, 2016.

Nominal amount of forward contract entered into by the company and outstanding as on March 31, 2016amounting to `815 Lacs (Previous year `209 Lacs)

(Figures in Lacs)

Particulars Amount in foreign Currency Equivalent amount

As at As at As at As at

March 31, March 31, March 31, March 31,

2016 2015 2016 2015

USD 6 2 386 128

EUR 5 1 351 66

AUD 1** 0** 30 10

SGD 1# 0# 28 5

CHF 0@ -@ 20 -

Total 12 3 815 209

@ Current year CHF 0.30 Lacs (Previous year CHF Nil)

** Current year AUD 0.59 Lacs (Previous year AUD 0.20 Lacs)

# Current year SGD 0.57 Lacs (Previous year SGD 0.11 Lacs)

f. Investment by Quoprro Global Ltd. in equity shares of subsidiaries


No.

1 Cox & Kings Global Services Sweden A.B 1,000


B. Foreign Currency Exposure that are not hedged by derivative instruments as on March 31, 2016 amounting to`43,100 Lacs (Previous year `30,650 Lacs)

(Figures in Lacs)

Particulars Equivalent amount in USD Amount in INR

As at As at As at As at

March 31, March 31, March 31, March 31,

2016 2015 2016 2015

Trade Receivables 291 298 19,266 18,608

Trade Payables 244 8 16,151 476

Advances to Vendor 96 166 6,361 10,359

Banks 18 17 1,163 1,029

Unsettled Travellers’ Cheque & Cards 2 3 159 178

Total 651 492 43,100 30,650

33. Earnings In Foreign Exchange

For the year ended March 31

2016 2015

Travel, Tour and Other Income* 15,330 8,733

Total 15,330 8,733

*Includes interest income of `5,364 Lacs (Previous Year `2,071 Lacs) & Corporate Guarantee Commission of `701 Lacs.

34. Contingent Liabilities:

As at March 31

2016 2015

I. Guarantees:

Corporate Guarantee given on behalf of wholly owned subsidiaries 160,475 175,331

Guarantees given by Bank 3,133 6,046

II. Legal Disputes

Disputed income Tax Demand 596 762

Disputed Service Tax Demand 13,040 12,908

Claim against the Company not acknowledged as debts 1,465 1,126

Total 178,709 196,172

35. Balances of Trade Receivables and Trade Payables are as per books of accounts and subject to confirmation &reconciliation, if any.

36. Corporate Social Responsibility (CSR Activity)

Particulars Total

(a) Gross amount required to be spent by the companyduring the year as per section 135 of the Companies Act, 2013. 344

(b) Amount spent during the year on: -

(i) Construction/acquisition of any asset -

(ii) Charitable purpose 375

(` in lacs)

(` in lacs)

(` in lacs)


(` in lacs)

37. Details of Loans given, investment made and guarantee given covered under section 186(4) of the

Companies Act, 2013:

- Investment made are given under note 11

- Loan given to subsidiaries, associates and joint venture for business purpose are given under note 30

- Loans given to others (as part of treasury operations of the Company bearing interest ranging from 14% to18% p.a.) and guarantees/securities given by the Company as at March 31, 2016 are as under:

Particulars Opening Addition Amount Closing

balance as on during the Matured balance

April 01, 2015 Year and paid as on

during March 31

the year 2016

Loans given in the form of unsecured 10,122 186,674 166,093 30,703short term Inter-Corporate Depositsand other advances

Guarantees/Securities given by the Company 175,331 14,889 29,746 160,475

38. Other Notes

(a) Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the currentyear’s classification/disclosure.

(b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and TourismCorporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011.The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the partiesto go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way,influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings werecontinuing as at the year end. Company has invested `250 lacs in equity capital, `3958.10 lacs as loans and hastrade receivable of `519.03 lacs as at March 31, 2016. Based on the legal opinion, the company is confident offavourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

(c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary courseof the company’s business, which is at least equal to the amount at which they are stated in the balance sheet.








Additional Information, as required under Schedule III to the companies

Act, 2013, of enterprises consolidated as Subsidiary/Associates/Joint Ventures.

A Parent

Cox & Kings Limited 0.19 251,303.25 0.19 16,935.16

B Subsidaries

B(i) Indian

1 Cox & Kings Global Services Pvt Ltd (0.00) (4,051.25) (0.02) (1,366.81)

2 Quoprro Global Services Pvt Ltd 0.00 2,997.99 - -

B(ii) Foreign

1 Clearmine Limited 0.00 3,062.31 0.03 3,034.46

2 Cox & Kings Destination Management Services Limited 0.00 2,876.88 (0.00) (253.77)

3 C&K Investments Limited 0.00 0.00 - -

4 Cox & Kings (Agents) Limited 0.00 0.00 - -

5 Cox & Kings (Shipping) Limited (0.00) (4.46) - -

6 Cox & Kings (UK) Ltd 0.02 30,262.72 0.31 28,124.00

7 Cox & Kings Enterprises Ltd. 0.00 0.10 - -

8 Cox & Kings Finance Ltd. 0.00 0.00 - -

9 Cox & Kings Holdings Ltd. 0.00 0.00 - -

10 Cox & Kings Special Interest Holidays Ltd. (0.00) (35.06) - -

11 Cox & Kings Tours Ltd. 0.00 0.00 - -

12 ETN Services Ltd. 0.00 0.00 - -

13 Grand Tours Ltd. - - - -

14 Cox & Kings Travel Limited 0.03 45,395.03 0.09 7,976.42

15 East India Travel Company Inc. 0.01 13,769.80 0.03 3,055.32

16 Cox & Kings Finance (Mauritius) Ltd. - - - -

17 Cox & Kings Japan Ltd 0.01 7,391.50 0.01 1,073.88

18 Cox & Kings Tours LLC, Dubai 0.02 30,232.51 0.07 6,280.10

19 Cox & Kings Asia Pacific Travel Ltd (0.00) (2,726.29) (0.01) (549.94)

20 Cox & Kings Singapore Private Limited 0.00 401.89 (0.01) (482.44)

21 Cox & Kings Destinations Management Services Pvt Ltd 0.00 166.65 0.00 73.61

22 Cox & Kings Global Services Management (Singapore) Pte Ltd (0.00) (263.23) (0.00) (342.62)

23 Cox & Kings GmBH 0.00 91.11 (0.00) (52.76)

24 Cox & Kings Global Services LLC, Dubai 0.00 579.22 0.01 883.54

25 Cox & Kings Global Services LLC, USA (0.01) (7,509.65) (0.04) (3,411.75)

26 Cox & Kings Consulting Service (Beijing) Co. Ltd. (0.00) (13.15) (0.00) (7.85)

27 Cox & Kings Global Services (Singapore) Pte Ltd. 0.01 13,740.87 (0.01) (990.95)

28 Cox & Kings Egypt - - - -

29 Cox & Kings Global Services Lanka Pvt Limited - - - -

Sr. Name of Subsidiary Company Net Assets i.e total Assets Share in Profit

No. minus total Liabilities or Loss

As % of Amount As % of Amount

Consolidated (` Consolidated (`

net Assets in Lacs) Profit or Loss in Lacs)


30 Quoprro Global Hellas, Greece (0.00) (78.56) 0.00 18.00

31 Quoprro Global Limited (0.00) (1,107.06) (0.00) (111.32)

32 Cox & Kings Global Services Sweden AB (0.00) (610.51) (0.00) (131.73)

33 Quoprro Global Services Pte. Ltd 0.00 9.99 (0.00) (10.64)

34 Quoprro Global Services Pvt Ltd. (0.00) (99.58) (0.00) (8.33)

35 Cox & Kings (Australia) Pty Ltd. 0.00 2,048.69 0.00 208.08

36 Tempo Holidays Pty Ltd. (0.00) (279.99) 0.00 133.50

37 Tempo Holidays NZ Ltd. 0.00 17.52 0.00 7.68

38 Cox & Kings Nordic PTY Limited 0.00 13.72 - -

39 Cox & Kings PGL Camps PTY Ltd. 0.00 212.84 - -

40 Prometheon Enterprise Limited (0.03) (43,970.36) (0.12) (14,863.45)

41 Prometheon Holdings Pvt Ltd (0.00) (4,100.52) (0.02) (2,238.78)

42 Prometheon Limited - - - -

43 Prometheon Holdings (UK) Ltd 0.16 207,988.19 (0.00) (114.45)

44 Bookit BV 0.00 13.57 - -

45 BRC Holland BV 0.00 4,740.27 (0.02) (1,504.90)

46 BRC Holland Holding BV 0.00 3,522.32 (0.02) (1,504.90)

47 BV Weekendje Weg.nl 0.00 13.72 - -

48 Chateau de Lamorlaye SCI - - - -

49 Domaine de Segries SCI 0.00 378.73 0.00 24.51

50 EST Transport Purchasing Ltd 0.00 358.19 0.00 62.61

51 European Study Tours limited 0.00 4,310.85 0.02 1,362.95

52 Freedom of France Ltd 0.00 0.00 - -

53 Hole in the Wall Management Ltd (0.00) (0.44) - -

54 Holidaybreak Education Limited 0.13 165,505.36 0.00 2.38

55 Holidaybreak Holding Co Ltd 0.00 1,145.75 (0.00) (2.90)

56 Holidaybreak Hotel Holdings GmbH (0.01) (7,914.81) (0.02) (2,066.53)

57 Holidaybreak Hotel Holdings Limited 0.08 106,765.67 0.00 92.13

58 Holidaybreak Ltd 0.14 176,805.89 0.06 5,050.85

59 Holidaybreak QUEST Trustee Ltd 0.00 0.00 - -

60 Holidaybreak Trustee Ltd 0.00 0.89 - -

61 Edge Adventures (formerly Holidays Limited ) - - - -

62 Hotelnet Ltd 0.00 0.00 - -

63 Meinigner Airport Frankfurt GmbH 0.00 1,995.95 0.01 1,133.33

64 Meininger “10” City Hostel Berlin-MItte GmbH 0.00 878.25 0.01 558.23

65 Meininger “10” City Hostel Köln GmbH 0.00 336.67 0.00 174.65







66 Meininger “10” Frankfurt GmbH 0.00 2,331.82 0.01 1,282.27

67 Meininger “10” Hamburg GmbH 0.00 1,338.34 0.01 941.16

68 Meininger “10” Hostel und Reisevermittlung GmbH 0.00 1,749.64 0.01 1,218.24

69 Meininger Airport Hotels BBI GmbH (0.00) (182.90) 0.00 156.61

70 Meininger Amsterdam Amstelstation BV 0.00 13.40 - -

71 Meininger Amsterdam BV 0.00 4,813.57 0.04 3,281.33

72 Meininger Barcelona GmbH (formerly Meininger Leipzig GmbH) (0.00) (6.57) (0.00) (0.42)

73 Meininger Berlin Hauptbahnhof GmbH 0.00 3,766.01 0.02 2,163.63

74 Meininger Brussels GmbH (formerly Meininger Berlin Europaplatz GmbH) 0.00 918.68 0.01 1,181.98

75 Meininger City Hostels & Hotels GmbH (0.00) (423.33) (0.00) (27.41)

76 Meininger Finance Company Limited 0.08 102,352.65 0.03 2,926.29

77 Meininger Holding GmbH 0.00 5,318.95 (0.01) (699.02)

78 Meininger Hotelerrichtungs GmbH 0.00 901.02 0.01 596.56

79 Meininger Ltd 0.00 1,397.63 0.01 671.16

80 Meininger Hotel Berlin East Side Gallery GmbH(Formerly Meininger Nürnberg Gmbh) 0.00 8.03 (0.00) (1.34)

81 Meininger Oranienburger Straße GmbH 0.00 1,677.28 0.01 1,025.09

82 Meininger Postdamer Platz GmbH 0.00 7.86 (0.00) (0.25)

83 Meininger Paris SCI (0.00) (78.25) (0.00) (64.66)

84 Meininger Shared Services GmbH (0.00) (1,113.21) (0.01) (750.70)

85 Meininger West GmbH & Co. KG ( HU) (0.00) (3,397.37) (0.00) (1.08)

86 Meininger West Verwaltungs GmbH 0.00 10.41 (0.00) (1.57)

87 Meininger Wien GmbH 0.00 659.87 0.00 385.85

88 Meininger Wien Schiffamtsgasse GmbH 0.00 939.79 0.01 549.17

89 Noreya 2002 SL 0.00 54.45 0.00 6.18

90 NST Holdings Limited 0.00 77.96 - -

91 NST Limited 0.00 2,065.04 0.00 136.16

92 NST Transport Services Ltd 0.00 697.03 0.00 35.59

93 NST Travel Group Limited 0.01 13,909.26 0.06 5,561.69

94 PGL Adventure Camps PTY Limited (0.00) (253.18) - -

95 PGL Adventure Ltd 0.00 181.65 0.00 5.10

96 PGL Air Travel Ltd 0.00 150.09 0.00 5.84

97 PGL Aventures SAS 0.00 3,005.07 0.00 24.77

98 PGL Group Ltd 0.00 2,037.86 0.00 43.50

99 PGL Property PTY Limited 0.00 97.47 - -

100 PGL Travel Ltd 0.07 86,706.04 0.19 17,156.44

101 PGL Travel PTY Limited (0.00) (190.91) - -












102 PGL Voyages Ltd 0.00 1,910.39 0.00 4.53

103 SARL Chateau D’Ebblinghem 0.00 1,013.64 0.00 65.19

104 SAS Travelworks France - - - -

105 SASu le Chateau D’Ebblinghem 0.00 2,012.52 0.00 41.67

106 Simpar SASu 0.00 3,634.68 0.00 335.32

107 Travelplus Group Gmbh, Germany 0.00 1,007.86 0.00 214.18

108 Travelplus Group Gmbh, Austria 0.00 126.21 0.00 36.13

109 Travelworks UK Limited 0.00 0.00 - -

110 Prometheon Australia Pty Ltd 0.00 152.01 0.00 154.30

111 Prometheon Singapore pte Ltd (0.00) (4.57) (0.00) (4.66)

112 Meininger Hotel Munchen Hirschgarten GmbH - - - -

113 Meininger Hotel Munchen Olympiapark GmbH - - - -

114 Meininger Hotel Leipzig Hauptbahnhof GmbH - - - -

115 Meininger Hotel USA Limited - - - -

116 Meininger Holding USA Inc - - - -

117 Meininger Hotel Europe Limited - - - -

118 Meininger Hotel Rome Termini Station S.r.l - - - -

119 Meininger Hotel Venice Marghera S.r.l - - - -

120 Meininger Hotel Hungary kft - - - -

121 Meininger Hotel Asia Pacific Pte. Limited - - - -

122 Hotelbreak Enterprise UK Ltd 0.00 (1,337.98) (0.02) (1,358.25)

123 Hotelbreak Holdings UK Limited 0.00 2,197.59 0.02 2,231.50

Minority Interest in all Subsidiaries 0.05 63,929.03 0.07 5,954.37

C Associates

C(i) Indian

1 Tulip Star Hotel Ltd. 0.00 31.54 (0.00) (143.64)

C(ii) Foreign

1 Radius Global Travel Ltd. 0.00 1,742.23 (0.00) (104.15)

2 Tutors Direct Ltd - - - -

3 Tute Education Ltd (0.00) (195.06) - -

4 Malvern Enterprise UK Ltd. (0.01) (12,365.67) - -

D Joint Venture

D(i) Indian

1 Royale Indian Rail Tours Ltd. (0.00) (953.10) - -


Salient Features of Financial Statements of Subsidiary / Associates/ Joint Ventures

As Per Companies Act, 2103PART “A” : SUBSIDIARIES

Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % of

No. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share

Surplus Income Taxation Taxation taxation holding

1 Clearmine Limited INR 1.43 3,060.89 3,984.90 922.59 - - 3,034.46 - 3,034.46 - 100%GBP 0.02 32.16 41.87 9.69 - - 31.39 - 31.39

2 Cox & Kings Destination INR 0.00 2,876.88 11,057.96 8,181.08 - 2,222.91 (259.28) 5.51 (253.77) - 100%Management Services Limited GBP 0.00 30.23 116.20 85.97 - 22.99 (2.68) 0.06 (2.63)

3 C&K Investments Limited INR 0.00 - 0.00 - - - - - - - 100%GBP 0.00 - 0.00 - - - - - -

4 Cox & Kings (Agents) Limited INR 0.00 - 0.00 - - - - - - - 100%GBP 0.00 - 0.00 - - - - - -

5 Cox & Kings (Shipping) Limited INR 1.90 (6.36) - 4.46 - - - - - - 100%GBP 0.02 0.00 0.00 0.00 - - - - -

6 Cox & Kings (UK) Ltd INR 1,358.80 28,903.92 30,778.95 516.23 - - 28,125.75 1.75 28,124.00 - 100%GBP 14.28 303.73 323.44 5.42 - - 290.94 0.02 290.92

7 Cox & Kings Enterprises Ltd. INR 0.10 - 0.10 - - - - - - - 100%GBP 0.00 - 0.00 0.00 - - - - -

8 Cox & Kings Finance Ltd. INR 0.00 - 0.00 - - - - - - - 100%GBP 0.00 - 0.00 - - - - - -

9 Cox & Kings Holdings Ltd. INR 0.00 - 0.00 0.00 0.00 - - - - - 100%GBP 0.00 - 0.00 0.00 0.00 - - - -

10 Cox & Kings Special Interest INR 1.90 (36.97) - 35.06 - - - - - - 100%Holidays Ltd. GBP 0.02 (0.39) - 0.37 - - - - -

11 Cox & Kings Tours Ltd. INR 0.00 - 0.00 - - - - - - - 100%GBP 0.00 - 0.00 - - - - - -

12 ETN Services Ltd. INR 0.00 - 0.00 - - - - - - - 100%GBP 0.00 - 0.00 - - - - - -

13 Grand Tours Ltd. INR 0.49 (0.49) - - - - - - - - 100%GBP 0.01 (0.01) - - - - - - -

14 Cox & Kings Travel Limited INR 608.48 44,786.56 70,055.42 24,660.39 106.13 52,637.81 9,736.60 1,760.18 7,976.42 - 100%GBP 6.39 470.63 736.17 259.14 1.12 544.50 100.72 18.21 82.51

15 East India Travel Company Inc. INR 0.40 13,769.40 24,548.27 10,778.47 - 22,416.57 4,939.99 1,884.67 3,055.32 - 100%USD 0.01 208.07 370.96 162.88 - 332.27 73.22 27.94 45.29

16 Cox & Kings Finance INR - 0.00 - - - - - - - - 100%(Mauritius) Ltd. GBP - - - - - - - - -

17 Cox & Kings Japan Ltd INR 1,177.25 6,214.26 10,817.67 3,426.16 - 17,153.03 1,073.88 - 1,073.88 - 100%JPY 2,000.00 10,557.25 18,377.88 5,820.63 - 29,338.98 1,836.80 - 1,836.80

18 Cox & Kings Tours LLC, Dubai INR 5,351.03 24,881.49 82,102.23 51,869.71 14,618.16 8,526.63 6,280.10 - 6,280.10 - 100%AED 297.00 1,381.01 4,556.95 2,878.94 811.36 464.21 341.91 - 341.91

19 Cox & Kings Asia Pacific INR 0.85 (2,727.14) 59,217.73 61,944.02 - - (549.94) - (549.94) - 100%Travel Ltd USD 0.01 (41.21) 894.86 936.06 - - (8.15) - (8.15)

20 Cox & Kings Singapore INR 6,331.00 (5,929.12) 51,470.23 51,068.35 3,361.01 - (482.44) - (482.44) - 100%Private Limited USD 95.67 (89.60) 777.79 771.71 50.79 - (7.15) - (7.15)

21 Cox & Kings Destinations INR 638.59 (471.94) 391.98 225.33 - 101.20 73.61 - 73.61 - 100%Management Services Pvt Ltd USD 9.65 (7.13) 5.92 3.41 - 1.50 1.09 - 1.09

22 Cox & Kings Global Services INR 1,124.98 (1,388.20) 10,133.97 10,397.19 377.76 (71.29) (342.62) - (342.62) - 100%Management (Singapore) Pte Ltd USD 17.00 (20.98) 153.14 157.12 5.71 (1.06) (5.08) - (5.08)

23 Cox & Kings GmBH INR 18.84 72.27 416.54 325.43 - 0.95 (52.76) - (52.76) - 100%EUR 0.25 0.96 5.53 4.32 - 0.01 (0.71) - (0.71)

24 Cox & Kings Global Services INR 54.05 525.17 1,843.61 1,264.39 - 1,647.57 883.54 - 883.54 - 100%LLC, Dubai AED 3.00 29.15 102.33 70.18 - 89.70 48.10 - 48.10

25 Cox & Kings Global INR 66.18 (7,575.83) 3,240.65 10,750.30 - 8,154.95 (3,400.46) 11.29 (3,411.75) - 100%Services LLC, USA USD 1.00 (114.48) 48.97 162.45 - 120.88 (50.40) 0.17 (50.57)

26 Cox & Kings Consulting INR 18.60 (31.75) 2.31 15.46 - - (7.85) - (7.85) - 100%Service (Beijing) Co. Ltd. CNY 1.81 (3.09) 0.22 1.51 - - (0.76) - (0.76)


27 Cox & Kings Global INR 15,606.17 (1,865.29) 26,529.81 12,788.93 6,675.40 - (990.95) - (990.95) - 100%Services (Singapore) Pte Ltd. USD 235.83 (28.19) 400.90 193.26 100.87 - (14.69) - (14.69)

28 Cox & Kings Global INR 5.00 (4,056.25) 18,243.62 22,294.88 1.29 802.16 (1,354.36) (12.45) (1,366.81) - 100%Services Pvt Ltd INR 5.00 (4,056.25) 18,243.62 22,294.88 1.29 802.16 (1,354.36) (12.45) (1,366.81)

29 Cox & Kings Egypt INR - - - - - - - - - - 100%EGP - - - - - - - - -

30 Cox & Kings Global Services INR - - - - - - - - - - 100%Lanka Pvt Limited LKR - - - - - - - - -

31 CKGS Hellas LLc, Greece INR 13.57 (92.13) 1.62 80.18 - - 18.00 - 18.00 - 100%EUR 0.18 (1.22) 0.02 1.06 - - 0.24 - 0.24

32 Quoprro Global Limited INR 28.55 (1,135.61) 342.05 1,449.10 - 359.07 (111.15) 0.17 (111.32) - 100%GBP 0.30 (11.93) 3.59 15.23 - 3.71 (1.15) 0.00 (1.15)

33 Cox & Kings Global Services INR 4.09 (614.60) 110.29 720.80 - 388.02 (131.73) - (131.73) - 100%Sweden AB SEK 0.50 (75.20) 13.50 88.19 - 48.65 (16.52) - (16.52)

34 Quoprro Global Services Pte. Ltd INR 442.32 (432.33) 43.65 33.66 - - (10.64) - (10.64) - 100%SGD 9.00 (8.80) 0.89 0.68 - - (0.22) - (0.22)

35 Quoprro Global Services Pvt Ltd INR 3,000.00 (2.01) 11,963.23 8,965.24 - - - - - - 100%INR 3,000.00 (2.01) 11,963.23 8,965.24 - - - - -

36 Quoprro Global Services INR 85.31 (184.89) (98.46) 1.12 - - (8.33) - (8.33) - 100%Pvt Ltd. HKD 10.00 (21.67) (11.54) 0.13 - - (0.96) - (0.96)

37 Cox & Kings (Australia) Pty Ltd. INR 0.51 2,048.18 4,767.93 2,719.24 - 3,040.04 698.59 490.51 208.08 - 100%AUD 0.01 40.32 93.85 53.52 - 62.45 14.35 10.08 4.27

38 Tempo Holidays Pty Ltd. INR 59.44 (339.43) 12,655.74 12,935.73 0.37 3,854.15 458.82 325.32 133.50 - 100%AUD 1.17 (6.68) 249.11 254.62 0.01 79.17 9.43 6.68 2.74

39 Tempo Holidays NZ Ltd. INR 0.46 17.07 971.91 954.39 - 321.38 12.04 4.36 7.68 - 100%NZD 0.01 0.37 21.21 20.83 - 7.01 0.26 0.10 0.17

40 Cox & Kings Nordic INR 13.72 - 13.72 - - - - - - - 100%PTY Limited AUD 0.27 - 0.27 - - - - - -

41 Cox & Kings PGL Camps INR 508.04 (295.20) 3,542.40 3,329.56 - 316.41 - - - - 100%PTY Ltd. AUD 10.00 (5.81) 69.73 65.54 - 6.50 - - -

42 Prometheon Enterprise Limited INR 9.52 (43,979.87) 177,575.40 221,545.76 178,875.33 - 15,765.83 902.38 14,863.45 - 100%GBP 0.10 (462.16) 1,866.03 2,328.08 1,879.69 - 163.08 9.33 153.75

43 Prometheon Holdings Pvt Ltd INR 0.66 (4,101.18) 30,390.85 34,491.37 - - (2,238.78) - (2,238.78) - 100%USD 0.01 (61.97) 459.25 521.21 - - (33.18) - (33.18)

44 Prometheon Limited INR 0.00 - 0.00 0.00 - - - - - - 65.58%GBP 0.00 0.00 0.00 0.00 - - - - -

45 Prometheon Holdings (UK) Ltd INR 829.71 207,158.48 309,168.01 101,179.82 - - (146.59) (32.14) (114.45) - 65.58%GBP 8.72 2,176.90 3,248.85 1,063.23 - - (1.52) (0.33) (1.18)

46 Bookit BV INR 13.57 - 13.57 - - - - - - - 65.58%EUR 0.18 - 0.18 - - - - - -

47 BRC Holland BV INR 13.72 4,726.55 11,211.00 6,470.73 - 3,756.82 (1,244.90) (303.79) (1,504.90) - 65.58%EUR 0.18 62.71 148.75 85.86 - 50.51 (16.74) (4.08) (20.23)

48 BRC Holland Holding BV INR 25.40 3,496.92 11,072.93 7,550.61 - - (1,244.90) (303.79) (1,504.90) - 65.58%EUR 0.34 46.40 146.92 100.18 - - (16.74) (4.08) (20.23)

49 BV Weekendje Weg.nl INR 13.72 - 13.72 - - - - - - - 65.58%EUR 0.18 - 0.18 - - - - - -

50 Chateau de Lamorlaye SCI INR - - - - - - - - - - 65.58%EUR - - - - - - - - -

51 Domaine de Segries SCI INR 143.95 234.78 380.86 2.13 - 29.75 18.15 (6.05) 24.51 - 65.58%EUR 1.91 3.12 5.05 0.03 - 0.40 0.24 (0.08) 0.33

52 EST Transport Purchasing Ltd INR 1.90 356.28 1,266.66 908.48 - 6,307.65 62.61 - 62.61 - 65.58%GBP 0.02 3.74 13.31 9.55 - 65.25 0.65 - 0.65








53 European Study Tours limited INR 47.58 4,263.27 7,258.79 2,947.94 - 11,554.37 1,360.99 (1.96) 1,362.95 - 65.58%GBP 0.50 44.80 76.28 30.98 - 119.52 14.08 (0.02) 14.10

54 Freedom of France Ltd INR 0.00 - 13.32 13.32 - - - - - - 65.58%GBP 0.00 - 0.14 0.14 - - - - -

55 Hole in the Wall INR - (0.44) 0.03 0.48 - - - - - - 65.58%Management Ltd GBP - (0.00) 0.00 0.01 - - - - -

56 Holidaybreak Education INR 165,271.14 234.23 165,505.36 - - - 2.38 - 2.38 - 65.58%Limited GBP 1,736.73 2.46 1,739.19 - - - 0.02 - 0.02

57 Holidaybreak Holding Co Ltd INR 1.90 1,143.85 1,146.71 0.95 - - (2.90) - (2.90) - 65.58%GBP 0.02 12.02 12.05 0.01 - - (0.03) - (0.03)

58 Holidaybreak Hotel INR 75.37 (7,990.18) 108,713.60 116,628.41 - - (3,070.40) (1,003.88) (2,066.53) - 65.58%Holdings GmbH EUR 1.00 (106.02) 1,442.45 1,547.47 - - (41.28) (13.50) (27.78)

59 Holidaybreak Hotel INR 26,740.59 80,025.07 106,962.08 196.41 - - (83.08) (175.20) 92.13 - 65.58%Holdings Limited GBP 281.00 840.93 1,124.00 2.06 - - (0.86) (1.81) 0.95

60 Holidaybreak Ltd INR 3,430.90 173,374.98 375,018.03 198,212.14 - - 5,549.70 498.86 5,050.85 - 65.58%GBP 36.05 1,821.89 3,940.83 2,082.89 - - 57.41 5.16 52.25

61 Edge Adventures (formerly INR - - - - - - - - - - 65.58%Holidays Limited ) GBP 0.00 0.02 0.02 - - - 43.80 - 43.80

62 Holidaybreak QUEST INR 0.00 - 0.00 - - - - - - - 65.58%Trustee Ltd GBP 0.00 - 0.00 - - - - - -

63 Holidaybreak Trustee Ltd INR 0.00 0.89 0.89 - - - - - - - 65.58%GBP 0.00 0.01 0.01 - - - - - -

64 Hotelnet Ltd INR 0.00 - 0.00 - - - - - - - 65.58%GBP 0.00 - 0.00 - - - - - -

65 Meinigner Airport INR 19.22 1,976.73 4,285.42 2,289.47 - 3,694.11 1,133.54 0.21 1,133.33 - 65.58%Frankfurt GmbH EUR 0.26 26.23 56.86 30.38 - 49.66 15.24 0.00 15.24

66 Meininger “10” City INR 19.22 859.03 2,213.17 1,334.93 - 1,914.34 556.99 (1.24) 558.23 - 65.58%Hostel Berlin-MItte GmbH EUR 0.26 11.40 29.37 17.71 - 25.74 7.49 (0.02) 7.50

67 Meininger “10” City INR 19.22 317.45 906.25 569.59 - 1,073.64 174.65 - 174.65 - 65.58%Hostel Köln GmbH EUR 0.26 4.21 12.02 7.56 - 14.43 2.35 - 2.35

68 Meininger “10” Frankfurt GmbH INR 19.22 2,312.60 4,626.21 2,294.39 - 3,494.19 1,281.78 (0.48) 1,282.27 - 65.58%EUR 0.26 30.68 61.38 30.44 - 46.98 17.23 (0.01) 17.24

69 Meininger “10” Hamburg GmbH INR 19.22 1,319.12 3,115.44 1,777.10 - 2,855.19 939.70 (1.46) 941.16 - 65.58%EUR 0.26 17.50 41.34 23.58 - 38.38 12.63 (0.02) 12.65

70 Meininger “10” Hostel und INR 19.22 1,730.42 4,144.16 2,394.52 - 3,324.67 1,218.24 - 1,218.24 - 65.58%Reisevermittlung GmbH EUR 0.26 22.96 54.99 31.77 - 44.70 16.38 - 16.38

71 Meininger Airport INR 19.22 (202.12) 1,379.84 1,562.74 - 1,955.58 156.07 (0.54) 156.61 - 65.58%Hotels BBI GmbH EUR 0.26 (2.68) 18.31 20.73 - 26.29 2.10 (0.01) 2.11

72 Meininger Amsterdam INR 13.57 (0.17) 13.40 - - - - - - - 65.58%Amstelstation BV EUR 0.18 (0.00) 0.18 - - - - - -

73 Meininger Amsterdam BV INR 13.57 4,800.01 9,409.06 4,595.49 - 7,594.03 2,584.40 (696.93) 3,281.33 - 65.58%EUR 0.18 63.69 124.84 60.97 - 102.09 34.74 (9.37) 44.11

74 Meininger Barcelona GmbH INR 19.22 (25.79) 20.60 27.18 - - (0.42) - (0.42) - 65.58%(formerly Meininger Leipzig GmbH) EUR 0.26 (0.34) 0.27 0.36 - - (0.01) - (0.01)

75 Meininger Berlin INR 19.22 3,746.79 7,619.92 3,853.91 - 6,155.14 2,162.74 (0.89) 2,163.63 - 65.58%Hauptbahnhof GmbH EUR 0.26 49.71 101.10 51.13 - 82.75 29.08 (0.01) 29.09

76 Meininger Brussels GmbH INR 19.22 899.46 3,138.34 2,219.66 - 4,684.20 1,006.29 (175.69) 1,181.98 - 65.58%(formerly Meininger Berlin EUR 0.26 11.93 41.64 29.45 - 62.97 13.53 (2.36) 15.89Europaplatz GmbH)

77 Meininger City Hostels & INR 27.13 (450.46) 488.38 911.72 - 1,243.21 (27.69) (0.28) (27.41) - 65.58%Hotels GmbH EUR 0.36 (5.98) 6.48 12.10 - 16.71 (0.37) (0.00) (0.37)

78 Meininger Finance INR 25,361.12 76,991.53 102,363.95 11.31 - 2,973.95 2,926.29 - 2,926.29 - 65.58%Company Limited EUR 336.50 1,021.55 1,358.20 0.15 - 39.98 39.34 - 39.34





79 Meininger Holding GmbH INR 22.61 5,296.34 47,614.78 42,295.83 - 789.45 (699.02) - (699.02) - 65.58%EUR 0.30 70.27 631.77 561.20 - 10.61 (9.40) - (9.40)

80 Meininger Hotelerrichtungs INR 27.13 873.89 1,711.42 810.40 - 2,674.78 491.93 (104.63) 596.56 - 65.58%GmbH EUR 0.36 11.60 22.71 10.75 - 35.96 6.61 (1.41) 8.02

81 Meininger Ltd INR 0.00 1,397.63 1,893.18 495.55 - 2,576.33 715.13 43.98 671.16 - 65.58%GBP 0.00 14.69 19.89 5.21 - 26.65 7.40 0.45 6.94

82 Meininger Hotel Berlin INR 19.22 (11.19) 11.17 3.14 - - (1.34) - (1.34) - 65.58%East Side Gallery GmbH EUR 0.26 (0.15) 0.15 0.04 - - (0.02) - (0.02)(Formerly MeiningerNürnberg Gmbh)

83 Meininger Oranienburger INR 19.22 1,658.06 3,296.04 1,618.76 - 3,044.30 1,025.18 0.09 1,025.09 - 65.58%Straße GmbH EUR 0.26 22.00 43.73 21.48 - 40.93 13.78 0.00 13.78

84 Meininger Postdamer INR 19.22 (11.35) 8.41 0.55 - - (0.25) - (0.25) - 65.58%Platz GmbH EUR 0.26 (0.15) 0.11 0.01 - - (0.00) - (0.00)

85 Meininger Paris SCI INR 0.08 (78.32) - 78.25 - - (64.66) - (64.66) - 65.58%EUR 0.00 (1.04) - 1.04 - - (0.87) - (0.87)

86 Meininger Shared Services GmbH INR 19.22 (1,132.43) 2,545.43 3,658.64 - 2,947.45 (751.66) (0.96) (750.70) - 65.58%EUR 0.26 (15.03) 33.77 48.54 - 39.62 (10.11) (0.01) (10.09)

87 Meininger West GmbH & Co KG INR 22.61 (3,419.98) 1,441.99 4,839.35 - - (1.08) - (1.08) - 65.58%EUR 0.30 (45.38) 19.13 64.21 - - (0.01) - (0.01)

88 Meininger West Verwaltungs INR 19.22 (8.80) 13.69 3.28 - - (1.57) - (1.57) - 65.58%GmbH EUR 0.26 (0.12) 0.18 0.04 - - (0.02) - (0.02)

89 Meininger Wien GmbH INR 27.13 632.74 1,177.36 517.49 - 1,934.29 316.24 (69.61) 385.85 - 65.58%EUR 0.36 8.40 15.62 6.87 - 26.00 4.25 (0.94) 5.19

90 Meininger Wien INR 27.13 912.66 1,755.13 815.34 - 2,424.24 491.53 (57.65) 549.17 - 65.58%Schiffamtsgasse GmbH EUR 0.36 12.11 23.29 10.82 - 32.59 6.61 (0.77) 7.38

91 Noreya SL INR 2.27 52.18 61.97 7.53 - 373.95 4.83 (1.35) 6.18 - 65.58%EUR 0.03 0.69 0.82 0.10 - 5.03 0.06 (0.02) 0.08

92 NST Holdings Limited INR 78.87 (0.91) 77.96 - - - - - - - 65.58%GBP 0.83 (0.01) 0.82 - - - - - -

93 NST Limited INR 29.39 2,035.64 2,103.80 38.77 - 292.85 136.16 - 136.16 - 65.58%EUR 0.39 27.01 27.91 0.51 - 3.94 1.83 - 1.83

94 NST Transport Services Ltd INR 1.90 695.13 5,917.95 5,220.92 - 26,664.89 35.59 - 35.59 - 65.58%GBP 0.02 7.30 62.19 54.86 - 275.83 0.37 - 0.37

95 NST Travel Group Limited INR 142.74 13,766.52 59,960.61 46,051.35 - 50,862.17 5,133.43 (428.26) 5,561.69 - 65.58%GBP 1.50 144.66 630.09 483.92 - 526.13 53.10 (4.43) 57.53

96 PGL Adventure Camps INR 12.70 (265.89) 5,887.25 6,140.44 - 2,389.21 - - - - 65.58%PTY Limited AUD 0.25 (5.23) 115.88 120.86 - 49.08 - - -

97 PGL Adventure Ltd INR 0.10 181.56 181.65 - - 8,984.09 5.10 - 5.10 - 65.58%GBP 0.00 1.91 1.91 - - 92.93 0.05 - 0.05

98 PGL Air Travel Ltd INR 61.86 88.23 476.33 326.24 - 1,041.88 5.84 - 5.84 - 65.58%GBP 0.65 0.93 5.01 3.43 - 10.78 0.06 - 0.06

99 PGL Aventures SAS INR 2,197.71 807.36 5,118.33 2,113.26 - 1,691.97 19.48 (5.28) 24.77 - 65.58%EUR 29.16 10.71 67.91 28.04 - 22.75 0.26 (0.07) 0.33

100 PGL Group Ltd INR 6.66 2,031.20 92,800.55 90,762.69 - 1,256.74 43.50 - 43.50 - 65.58%GBP 0.07 20.72 946.78 925.99 - 12.62 0.44 - 0.44

101 PGL Property PTY Limited INR 12.70 84.77 1,848.61 1,751.14 - 42.98 - - - - 65.58%AUD 0.25 1.67 36.39 34.47 - 0.88 - - -

102 PGL Travel Ltd INR 12,894.48 73,811.55 155,718.39 69,012.36 - 71,843.78 17,402.96 246.51 17,156.44 - 65.58%GBP 135.50 775.64 1,636.35 725.21 - 743.17 180.02 2.55 177.47

103 PGL Travel PTY Limited INR 17.78 (208.69) 2,569.54 2,760.44 - - - - - - 65.58%AUD 0.35 (4.11) 50.58 54.34 - - - - -


Exchange Rate as on 31st

March 2016: 1 AED = `18.02, 1 AUD = `50.80, 1 CAD = `51.03, 1 CNY = `10.27, 1 EUR = `75.37, 1 GBP = `95.16,1 HKD = `8.53, 1 JPY = `0.59, 1 NZD = `45.82, 1 SEK = `8.17, 1 SGD = `49.15, 1 USD = `66.18.

104 PGL Voyages Ltd INR 556.14 1,354.25 52,865.25 50,954.86 - - 4.53 - 4.53 - 65.58%GBP 5.84 14.23 555.53 535.45 - - 0.05 - 0.05

105 SARL Chateau D’Ebblinghem INR 616.51 397.13 1,978.11 964.47 - 839.01 40.98 (24.21) 65.19 - 65.58%EUR 8.18 5.27 26.25 12.80 - 11.28 0.55 (0.33) 0.88

106 SAS Travelworks France INR - - - - - - - - - - 65.58%EUR - - - - - - - - -

107 SASu le Chateau D’Ebblinghem INR 1,462.13 550.40 2,503.90 491.38 - 1,412.78 30.29 (11.37) 41.67 - 65.58%EUR 19.40 7.30 33.22 6.52 - 18.99 0.41 (0.15) 0.56

108 Simpar SASu INR 602.94 3,031.75 4,447.05 812.36 - 2,539.88 254.21 (81.11) 335.32 - 65.58%EUR 8.00 40.23 59.00 10.78 - 34.15 3.42 (1.09) 4.51

109 Travelplus Group Gmbh, Germany INR 28.71 979.15 3,452.63 2,444.76 - 13,370.81 (65.99) (280.17) 214.18 25.00 65.58%EUR 0.38 12.99 45.81 32.44 - 179.75 (0.89) (3.77) 2.88

110 Travelplus Group Gmbh, Austria INR 26.38 99.83 142.58 16.37 - 153.80 36.13 - 36.13 - 65.58%EUR 0.35 1.32 1.89 0.22 - 2.07 0.49 - 0.49

111 Travelworks UK Limited INR 0.00 - 0.00 - - - - - - - 65.58%GBP 0.00 - 0.00 - - - - - -

112 Prometheon Australia Pty Ltd INR 0.66 151.35 7,962.48 7,810.47 - - 220.42 66.13 154.30 - 100.00%USD 0.01 2.29 120.32 118.03 - - 3.27 0.98 2.29

113 Prometheon Singapore pte Ltd INR 0.00 (4.57) 70.89 75.46 - - (4.66) - (4.66) - 100.00%USD 0.00 (0.07) 1.07 1.14 - - (0.07) - (0.07)

114 Meininger Hotel Munchen INR - - - - - - - - - - 65.58%Hirschgarten GmbH EUR - - - - - - - - -

115 Meininger Hotel Munchen INR - - - - - - - - - - 65.58%Olympiapark GmbH EUR - - - - - - - - -

116 Meininger Hotel Leipzig INR - - - - - - - - - - 65.58%Hauptbahnhof GmbH EUR - - - - - - - - -

117 Meininger Hotel USA Limited INR - - - - - - - - - - 65.58%GBP - - - - - - - - -

118 Meininger Holding USA Inc INR - - - - - - - - - - 65.58%USD - - - - - - - - -

119 Meininger Hotel Europe Limited INR - - - - - - - - - - 65.58%GBP - - - - - - - - -

120 Meininger Hotel Rome INR - - - - - - - - - - 65.58%Termini Station S.r.l EUR - - - - - - - - -

121 Meininger Hotel INR - - - - - - - - - - 65.58%Venice Marghera S.r.l EUR - - - - - - - - -

122 Meininger Hotel Hungary kft INR - - - - - - - - - - 65.58%HUF - - - - - - - - -

123 Meininger Hotel Asia INR - - - - - - - - - - 65.58%Pacific Pte. Limited SGD - - - - - - - - -

124 Hotelbreak Enterprise UK Ltd INR 0.95 1,337.03 1,750.99 413.00 - - 1,439.45 81.20 1,358.25 - 100.00%GBP 0.01 14.05 18.40 4.34 - - 14.89 0.84 14.05

125 Hotelbreak Holdings UK Limited INR 0.95 2,196.64 2,197.59 - - - 2,231.50 - 2,231.50 - 100.00%GBP 0.01 23.08 23.09 - - - 23.08 - 23.08





Name of subsidiaries which have been liquidated/sold during the Year

1 Explore Aviation Ltd (Up to December 01, 2015)

2 Explore Worldwide Adventures Ltd (Up to December 01, 2015)

3 Explore Worldwide Ltd (Up to December 01, 2015)

4 Regal Diving & Tours Ltd (Up to December 01, 2015)

5 Superbreak Mini Holidays Group Ltd (Up to March 30, 2016)

6 Superbreak Mini Holidays Ltd (Up to March 30, 2016)

7 Superbreak Mini Holidays Transport Ltd (Up to March 30, 2016)

8 Late Room Ltd. (With effect from October 08, 2015 &Upto March 30, 2016)

9 Hotels London Limited (With effect from October 08, 2015 &Upto March 30, 2016)

Names of Subsidiaries which are yet to commence operations

1 Cox & Kings Egypt

2 Cox & Kings Global Services Lanka Pvt Limited


Part “B”: Associates & Joint Ventures

Sr. Name of Associate Shares of Associate held by the Profit/Loss for the year

N o . company on the year end

Last No. Amount Extend Networth Considered Not Description Reason

audited of of attributable in Consoli- Considered of how why the

Balance investment Holding to Share- dation in there is associate

Sheet Date in Associates % holding (` In Lacs) Consoli- significant is not

(` in Lacs) as per latest dation influence consoli-

audited (` In Lacs) dated

Balance

Sheet

(` In Lacs)

(A) Associates

1 Tulip Star Hotel Ltd. 31.03.2016 1,402,500 140 30.42% 32 (223) (510) Note-A -

2 Radius Global Travel Ltd.* 31.12.2015 620 1,822 29.60% 1,742 (104) (248) Note-A -

10 6

3 Tutors Direct Ltd Note -D 250,000 232 40% - - - Note-B -

666,667 1 Note-A

4 Tute Education Ltd Note -D 9,000 19 40% (195) - (116) Note-A -

5 Malvern Enterprise UK Ltd. 31.03.2016 63,70,000 6,076 49% 12,366 - - Note-A -

(B) Joint Ventures

1 Royale Indian Rail Tours Ltd. 31.03.2011 2,500,000 250 50% Note- C Note- C Note- C Note-A -

Note:A There is significant influence due to percentage(%) of Share Capital.

B These are preference shares held by the company.

C The Company has not received the financials of Joint Venture since 2011-12 (refer note no. 38(b) of standalone financials)

D As per Section 477 of The Companies Act 2007 of UK, the company is exempted from Audit.

* The figures till December 2015 has been Considered from audited signed financial of year 2015 and from January 2016 to March 2016has been taken as provisional basis.

The above statement also indicates performance and financial position of each of the associates.


Independent Auditor’s Report

TO THE MEMBERS of Cox & Kings Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Cox & Kings Limited (“the Holding Company”)its subsidiaries, its associates and jointly venture (collectively referred to as “the Group”), which comprise of the ConsolidatedBalance Sheet as at March 31, 2016, the Consolidated Statement of Profit and Loss and the Consolidated Cash FlowStatement for the year then ended, and a summary of the significant accounting policies and other explanatory information(hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statementsin terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair viewof the consolidated financial position, consolidated financial performance and consolidated cash flows of the Groupincluding its Associates and Jointly controlled entities in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associates andjointly controlled entities are responsible for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and otherirregularities; the selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidatedfinancial statements by the Directors of the Holding Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conductingthe audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters whichare required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in theconsolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation ofthe consolidated financial statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well asevaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms oftheir reports referred to in sub-paragraph (1) and (2) of the Other Matters paragraph below, is sufficient and appropriateto provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Groupas at March 31, 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to note 2 of accompanying statement. Company’s UK based subsidiaries which were hitherto followingthe accounting standard issued by the Financial Reporting Council (“UK GAAP”) has adopted International FinancialReporting Standards (“IFRS”) with effect from 01-Apr-2015. As per the transitional provisions contained in IFRS and as perAS 21, ` 194.27 crore has been debited in opening reserves as transitional adjustments by these UK based subsidiaries hasbeen adjusted in reserves.

Our report is not qualified for these matters.

Other Matters

1. We did not audit the financial statements of all subsidiaries, whose financial statements reflect total assets of` 955,295 Lacs as at March 31, 2016, total revenues of `181,628 lacs and net cash outflows of `34,148 Lacs for the yearended on that date, as considered in the consolidated financial statements. The consolidated financial statements


also include the Group’s share of net loss of `104 lacs for the year ended March 31, 2016, as considered in theconsolidated financial statements, in respect of one associates, whose financial statements have not been audited byus. These financial statements and other financial information have been furnished to us by the Management andour opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures includedin respect of these subsidiaries, jointly controlled entities and associates, and our report in terms of sub-sections (3)of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries, jointly controlled entities and associates,is based solely on the reports of the other auditors.

2. We have relied on the unaudited financial statements in respect of one associate whose share of profit/loss is ` Nil forthe year ended 31.3.2016 as considered in consolidated financial statement. This unaudited financial statement havebeen furnished to us by the Management and our opinion on the statement, in so far as it relates to the amountsincluded in respect of this associate is based solely on such unaudited financial statements certified by the management.

3. In addition to the above, we draw attention to Note 36(b) of the consolidated financial statements. The financialsof one joint venture for the year ended March 31, 2016 are not available with the company for the reason stated inthe note. The Company has consolidated last available unaudited financials of joint venture for the year endedMarch 31, 2011 which reflects Company’s share of total assets of ` 2,260 lacs.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirementsbelow, is not modified in respect of the above matters with respect to our reliance on the work done and the reportsof the other auditors and the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidatedfinancial statements have been kept so far as it appears from our examination of those books and the reportsof the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated CashFlow Statement dealt with by this Report are in agreement with the relevant books of account maintained forthe purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2016taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of itssubsidiary companies, associate companies and jointly controlled companies incorporated in India, none of thedirectors of the Group companies, its associate companies and jointly controlled companies incorporated in Indiais disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f ) With respect to the adequacy of the internal financial controls over financial reporting of the Group, it’s associates andjointly controlled entities and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidatedfinancial position of the Group, its associates and jointly controlled entities as referred to in Note 32(II) ofthe consolidated financial statements.

ii. The Group, its associates and jointly controlled entities did not have any material foreseeable losses onlong-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Holding Company, and its subsidiary companies, associate companies and jointly controlledcompanies incorporated in India.



Amit Chaturvedi




“Annexure A” to Independent Auditors’ Report referred to in paragraph 2(f) under the heading “Report on other legal and


Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(“the Act”)

We have audited the Internal Financial Control over financial reporting of Cox & Kings Limited (hereinafter referred to as

“the Holding Company”) and its subsidiary companies and its associate company, which are companies incorporated in

India as of March 31, 2016 in conjunction with our audit of the consolidated financial statements of the Company for the

year then ended.

Management’s Responsibility for Internal Financial Control

The respective Board of Directors of the of the Holding company, its subsidiary companies, its associate companies and

jointly controlled companies, which are companies incorporated in India, are responsible for establishing and maintaining

internal financial controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities

include the design, implementation and maintenance of adequate internal financial controls that were operating effectively

for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies,

the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable financial information, as required under the Act.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based

on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting (the “Guidance Note”) and the Standards on Auditing issued by ICAI and deemed to be prescribed

under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control

based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of

their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have

a material effect on the financial statements.

Annexure to Independent Auditors’ Report


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and not

be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiary companies and its associate company, which are companies incorporated

in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such

internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal

control over financial reporting criteria established by the Company considering the essential components of internal

control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our aforesaid reports under Section 143(3) (i) of the Act on the adequacy and operating effectiveness of the internal

financial controls over financial reporting insofar as it relates to two subsidiary companies and one associate company,

which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies

incorporated in India.


Chartered Accountants

Firm Registration No. 101720W

Amit Chaturvedi




Consolidated Balance Sheetas at March 31, 2016

As per our report of even dateFor Chaturvedi & Shah For and on behalf of the BoardChartered AccountantsFirm Registration No. 101720W





(` in Lacs)

Particulars Note As at March 31

No. 2016 2015

EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 1 8,466 8,466Reserves and Surplus 2 230,380 246,224Money Received against Share Warrant 1.4 5,615 5,615

2,44,461 2,60,305

Minority Interest 63,929 75,412Non-Current Liabilities

Long-term borrowings 3 282,607 330,647Deferred tax liabilities (Net) 4 21,034 2,871Other non-current liabilities 5 291 291Long term provisions 6 1,719 1,431

305,651 335,241Current Liabilities

Short-term borrowings 7 84,220 15,000Trade payables 8- MSME - -- Others 46,001 39,661Other current liabilities 9 183,840 165,282Short-term provisions 10 8,143 8,408

322,204 228,351Total 936,245 899,309

ASSETS

Non-current assets

Fixed assetsTangible assets 11 176,345 169,306Intangible assets 12 12,104 15,611Capital work-in-progress 11 3,984 1,562Intangible assets under development 12 21,938 15,678

214,371 202,157Goodwill on Consolidation 262,488 327,258Non-current investments 13 9,216 3,241Deferred tax Assets (Net) 4 11 325Long term loans and advances 14 2,899 1,423

12,126 4,989Current assets

Current investments 15 2,801 2,801Inventories 16 2,915 2,363Trade receivables 17 139,861 118,046Cash and Cash Equivalents 18 184,422 140,568Short-term loans and advances 19 117,095 100,961Other current assets 20 165 165

447,260 364,905Total 936,245 899,309

Significant accounting policies and notes to the financial statements - 1 to 36


Consolidated Statement of Profit & Lossfor the year ended March 31, 2016







(` in Lacs)

Particulars Note For the year ended March 31

No. 2016 2015

INCOME

Revenue from operations 21 235,191 256,909Other Income 22 3,012 5,345Total Revenue 238,203 262,255

EXPENDITURE

Employee benefit expenses 23 83,103 91,400Finance costs 24 25,367 32,435Depreciation and amortization expense 11 & 12 14,851 19,831Other expenses 25 65,399 64,358Total Expenses 188,720 208,024

Profit before exceptional items and tax 49,483 54,231Less:- Exceptional Expenses 36 (d)a) Profit on sale of Subsidiary (44,486) (34,989)b) Cancellation of forward contracts on prepayment of loans 1,160 10,244c) Goodwill write off for subsidiary sold 74,767 55,186d) Others 2,620 425

34,059 30,866

Profit/(Loss) before tax 15,424 23,366

Tax Expenses:

Current tax 15,498 17,637Deferred tax 394 (2,036)Current tax expenses relating to prior years 4 (1,275)

Profit/(Loss) after tax for the year (472) 9,039Add : Share of Loss from Investment in Associates (88) (175)Profit/(Loss) for the year (561) 8,864

Share of Minority Interest (5,954) (314)Profit after Minority Interest 5,394 9,178

Earnings each per equity share (Face Value per share `5 each): 30Basic (In `) 3.19 6.22Diluted (In `) 3.05 5.92



Cash Flow Statement for the year ended March 31, 2016

(` in lacs)


2016 2015

CASH FLOW FROM OPERATING ACTIVITIES

Profit before Tax 15,424 23,365

Adjustment for:

Depreciation 14,851 19,831

Dividend on Investment (18) (50)

Interest Income (2,013) (4,382)

Interest Expense 25,367 32,435

Bad Debts 106 5

Profit/Loss on sale of Subsidiary (44,486) (34,989)

Cancellation of forward contracts on prepayment of loans 1,160 10,244

Goodwill amortisation for subsidiary sold (refer note 11) 74,767 55,186

Foreign Exchange Gain/Loss on Translation (1,606) 3,134

Profit on Sale of Fixed Assets (Net) (227) (57)

Operating profit before working capital changes 83,322 104,720

Adjustment for:

(Increase)/Decrease in Inventories (672) (372)

(Increase)/Decrease in Trade Receivable (30,841) (7,693)

(Increase)/Decrease in Loans and Advances (14,557) (6,872)

Increase/(Decrease) in Current Liabilities 51,754 (23,799)

Cash Generated from Operations 89,006 65,984

Income Taxes Paid (14,235) (16,179)

Net cash flow from operating activities A 74,772 49,804

Cash Flow from Investing Activities

Purchase of Fixed Assets & Capital Work In Progress (32,016) (15,443)

Movement in other Bank balances (46,565) 10,126

Sale of Fixed Assets - (2,691)

Interest Received 2,013 4,382

Dividend Received 18 50

Sale/(Purchase) of investments - 6

Investment in Associates (6,062)

Intercoporate Deposits given (16,039) 21,455

Sale of Subsidiary 54,387 83,451

Net cash used in investing activities B (44,265) 101,337








Cash Flow from Financing Activities

Proceeds of Long Term Borrowing 105,156 252,112

Repayment of Long Term Borrowing (154,219) (412,792)

Movements of Short Term Borrowing 69,220 (19,634)

Hedging loss (1,160) (10,244)

Proceeds from issue of Equity Shares and Share Warrants - 105,616

Expenses on issue of NCD and QIP (1,253) (2,691)

Dividend Paid (2,047) (1,597)

Interest Paid (25,367) (32,435)

Net cash flow from financing activities C (9,669) (121,664)

Net Increase in cash and Cash equivalents (A+B+C) 20,839 29,477

Cash and Cash equivalents

at the beginning of the period 109,486 96,236

as part of disposed subsidiary (22,809) (16,892)

Effect of Unrealised gain/(loss) on revaluation (741) 666

at the end of the period 106,775 109,486

Net Increase in cash and Cash equivalents 20,839 29,477

Cash and Bank Balances (As per Note 18) 184,422 140,569

Less - Margin Money Deposit 1,837 24,149

Less - Fixed Deposit maturity upto 12 months 75,810 6,932

Cash and Cash Equivalents at the end of the year 106,774 109,487

Cash and cash equivalents are as per Note 18 to the financialstatements.


(` in lacs)


2016 2015


Significant Accounting Policies

A. Basis of Preparation of Consolidated Financial Statements

These consolidated financial statements have been prepared to comply with the generally accepted AccountingPrinciples in India (Indian GAAP), including the accounting Standards notified under the relevant provisions of thecompanies Act, 2013.

B. Principles of consolidation

• The financial statements of the Company and its subsidiary companies (which are not in the nature of jointventures) are combined on a line-by-line basis by adding together the book values of like items of assets,liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resultingin unrealised profits or losses in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

• In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated atthe average rate prevailing during the period. All assets and liabilities are converted at rates prevailing at theend of the period. Any exchange difference arising on consolidation is recognised in the foreign exchangetranslation reserve.

• The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisitionof shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the casemay be.

• Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted againstthe income of the group in order to arrive at the net income attributable to shareholders of the Company.

• Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidatedbalance sheet separate from liabilities and the equity of the Company’s shareholders.

• In case of associates where the company directly or indirectly through subsidiaries holds more than 20% ofequity, Investments in associates are accounted for using equity method in accordance with Accounting Standard(AS) 23 - “Accounting for investments in associates in consolidated financial statements”.

• The Company accounts for its share in the change in the net assets of the associates, post acquisition, aftereliminating unrealized profits and losses resulting from transactions between the Company and its associatesto the extent of its share, through its profit and loss account to the extent such change is attributable to theassociates’ profit and loss account and through its reserves for the balance, based on available information.

• The difference between the cost of investment in the associates and the share of net assets at the time ofacquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve asthe case may be.

• In case of joint venture companies (JVC’s), the consolidated financial statements include the interest of thecompany in JVC’s, which has been accounted for using the proportionate consolidation method of accountingand reporting whereby the Company’s share of each of the assets, liabilities, income and expenses of a jointlycontrolled entity is considered as separate line items in the Consolidated Financial Statements.

• As far as possible, the consolidated financial statements are prepared using uniform accounting policies for liketransactions and other events in similar circumstances and are presented in the same manner as the Company’sseparate financial statements.

• Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13“Accounting for Investments”.

C. Other significant accounting policies

a. Basis of accounting:

The financial statements of the parent company are prepared as per historical cost convention on accrual basisexcept certain fixed assets which are stated at fair value and comply with the generally accepted accountingprinciples in India and the applicable accounting standards. The financial statements of the foreign subsidiaries areprepared as per the Financial Reporting Standards prevalent in respective countries. Accordingly, United Kingdombased subsidiaries are prepared in accordance with the UK financial reporting standards, UAE based subsidiarycompany are prepared in accordance with International Financial Reporting Standards, Singapore based subsidiariesare prepared in accordance with the Singapore Financial Reporting Standards and Australia based subsidiaries areprepared in accordance with the Australia Financial Reporting Standards.


b. Use of estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reportedamount of the assets and liabilities on the date of the financial statements and the reported amount of revenuesand expenses during the reporting period. Difference between the actual results and estimates are recognized in theperiod in which the results are known/materialized.

c. Turnover:

In line with generally accepted accounting practices, turnover comprises of net commissions earned on travelmanagement, service agency charges including margins in respect of tour and tour related services and commissions/margins earned on foreign exchange transactions in the normal course of the business as Authorised Dealer. Theincome arising from the buying and selling of foreign currencies has been included on the basis of marginsachieved.

d. Revenue Recognition:

In accordance with the Group’s accounting policy followed consistently, commissions/income arising from tours andrelated services is accounted after netting off all direct expenditures relating thereto net of discounts. Income frombuying and selling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accountedwhen there is reasonable certainty of its ultimate collection.

e. Expenditure:

All general business expenditure is accounted in the year in which it is incurred. All direct tour related expensesincluding advertisement expenses for specific tour are accounted in the year in which the tours are undertaken.Certain expenses such as cost of brochure productions and promotional materials are charged to Statement of Profit& Loss over the season to which they relate to the extent that these costs are reasonably assured.

f. Fixed Assets:

Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition andinstallation of fixed assets. Intangible assets represent Software, Video Shoots and Trademarks stated at cost lessaccumulated amortisation and impairments losses, if any.

g. Depreciation:

Parent Company provides depreciation on fixed assets on the written down value method Based on the useful lifeof assets as prescribed in Schedule II to the companies act , 2013. Intangible assets are amortised over a period of fiveto ten years, being the expected period of use. The leasehold land is depreciated over the lease period. Leaseholdimprovements are depreciated over the lease period or at the rates prescribed for Furniture, whichever is higher.

In case of foreign subsidiaries, depreciation on fixed assets is provided at the rates/method prescribed as per theGAAPs of the respective countries which vary in case of following significant subsidiaries:

• Prometheon Holdings (UK) Limited provides depreciation using the straight line method at rates calculated towrite off the cost, less residual value, of each asset over its expected useful economic life, as follows:

Freehold Land and Building - 50 years

Short Leasehold improvements - Terms of Lease

Camping Equipment - 2-5 years

Mobile Homes - 12 years

Office Equipments and Motor vehicles - 3-5 years

Costs in respect of the transfer of mobile homes from site to site have been capitalised within fixed assets wherethere was a commercial reason for the move.

• Cox & Kings (UK) Limited provide depreciation using the following rates on written down value method.

Short leasehold - 15%

Plant and machinery - 15%

Furniture, Fittings and Equipments - 15%

Motor vehicles - 25%


• Cox & Kings Australia (Pty) Ltd. provides depreciation on following rates on Straight line method.

Furniture, Fixtures and Fittings - 20%

Office Equipment - 20%

Computer Equipment and Software - 40%

h. Impairment of assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss ischarged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairmentloss recognized in prior accounting period is reversed if there has been change in the estimate of recoverableamount.

i. Investments:

Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminutionis of a nature other than temporary. Current investments are valued at the lower of cost and market value.

j. Inventory:

Inventories have been valued at lower of cost and realisable value as at the year-end. Cost represents purchase priceand is calculated using the FIFO method.

k. Employee Benefits:

(i) Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement ofprofit and loss of the year in which the related service is rendered.

(ii) Post employment and other long term employee benefits are recognised as an expense in the profit and lossaccount for the year in which the employee has rendered services. The expense is recognised at the presentvalue of the amounts payable determined using actuarial valuation techniques. The liability in respect of Postemployment and other long term employee benefits is calculated using the Projected Unit Credit Method andspread over the period during which the benefit is expected to be derived from employees’ services. Actuarialgains and losses in respect of post employment and other long term benefits are charged to the Statement ofprofit and loss.

l. Foreign Currency Transactions:

(i) Transactions denominated in foreign currencies are recorded at spot rates/average rates.

(ii) Monetary items denominated in foreign currencies at the year end are restated at year end rates.

(iii) Non monetary foreign currency items are carried at cost.

(iv) In respect of forward contracts, the premium paid, gains/losses on settlement and losses on restatement arerecognized in Statement of Profit and Loss.

(v) In respect of integral foreign operations, all transactions are translated at rates prevailing on the date oftransaction or that approximates the actual rate on the date of transaction. Monetary assets and liabilities arerestated at the year end rates.

(vi) Any income or expense on account of exchange difference either on settlement or on translation is recognisedin the profit and loss account except in case of UK based subsidiaries where in accordance with UK GAAP theforeign exchange gain/loss on restatement of foreign currency loans is adjusted against Foreign CurrencyTranslation Reserve.

m. Accounting for taxes on Income:

Provision for current tax is made, based on the tax payable under the relevant statute.

Deferred tax on timing differences between taxable income and accounting income is accounted for, using the taxrates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets arerecognized only to the extent that there is a reasonable certainty of its realisation.

n. Provision, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a presentobligation as a result of past events and it is probable that there will be an outflow of resources. ContingentLiabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosedin the financial statements.


Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2016

(` in Lacs)


Authorised: 2016 2015

1. Share Capital

22,00,00,000 equity shares of `5 each(Previous year 22,00,00,000 equity shares of `5 each) 11,000 11,000

11,000 11,000

Issued, Subscribed and Paid up:

16,93,14,890 equity shares of `5 each fully paid up(Previous year 16,93,14,890 equity shares of `5 each fully paid up). 8,466 8,466

Total 8,466 8,466

1.1 Number of Equity Shares held by each shareholder holding more than 5% shares in the company are as follows:


No. of Shares Share No. of Shares Share

Holding in % Holding in %

Sneh Sadan Graphic Services Limited 33,038,368 19.51% 33,038,368 19.51%

Kubber Investments (Mauritius) Pvt Ltd 18,346,560 10.84% 18,346,560 10.84%

Liz Investments Pvt Ltd 16,985,005 10.03% 15,160,849 8.95%

Smallcap World Fund Inc 8,868,825 5.24% 10,407,346 6.15%

1.2 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:

Particulars For the year ended on

March 31 March 31

2016 2015

No of shares No of shares

No of Equity Shares outstanding at the beginning of the year 169,314,890 136,527,890

Less: Equity Shares forfeited/Bought back during the year - -

Add: Shares issued during the year through QIP - 32,787,000

No of Equity Shares outstanding at the end of the year 169,314,890 169,314,890

1.3 Terms/rights attached to equity shares:

The company has only one class of equity shares having a par value of `5/- per share. Each holder of equity sharesis entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposedby the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assetsof the company, after distribution of all preferential amounts. The distribution will be in proportion to the numberof equity shares held by the shareholders.


(` in Lacs)

(` in Lacs)1.4 Money Received against Share Warrant:


2016 2015

Money Received against Share Warrant 5,615 5,615

The Committee of Directors at its meeting held on January 06, 2015, had issued and allotted 72,50,000 Warrants(Warrants) to Standford Trading Private Limited, a promoter group entity, entitling for subscription of equivalentnumber of equity shares of `5/- each at a price of `309.82/- (Rupees Three Hundred Nine and Eighty Two Paisa only)per Warrant including premium of `304.82/- (Rupees Three Hundred Four and Eighty Two paisa only) per Warrant asper provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement)Regulations, 2009 at any time within 18 months from the date of issue.



2016 2015

Capital Reserves

As per last Balance Sheet 30 30Add/(Less) : during the year 12 18 -

30

Securities Premium Account:

As per last Balance Sheet 169,494 73,824Add : Premium on Shares issued during the year through QIP - 98,361Less : NCDs, QIP issue expenses 1,253 2,691

168,241 169,494Debenture Redemption Reserve

As per last Balance Sheet 6,268 5,138Add : Transfer from Profit & Loss 222 1,130

6,490 6,268Revaluation Reserve:

As per last Balance Sheet 828 888Add/(Less) : during the year 33 (59)

861 828Foreign Exchange Translation Reserve:

As per last Balance Sheet (18,267) 5,912Additions during the year (6,370) (24,179)Transfer from Statement of Profit and Loss (170) -

(24,807) (18,267)Statutory Reserve: (As required under UAE companies Law - Article 255)

As per last Balance Sheet - -

Add/(Less) : Transfer from Statement of Profit and Loss 671 -671 -

General Reserve

As per last Balance Sheet 3,115 3,437Less : Adjustment to depreciation as per transitional provision of

Part C paragraph 7 (b) of schedule II of the Companies Act, 2013(Refer note no. 11.2) - 322

3,115 3,115Surplus i.e. Balance in Profit and Loss statement

As per last Balance Sheet 84,755 79,434Add : Profit for the year 5,394 9,178Less : Appropriations

Debenture Redemption Reserve 222 1,130Movement as a result of change in GAAP** 11,598 -


3. Long Term Borrowings


Current Non Current Current Non Current

Secured

Non Convertible Debentures 14,500 7,500 - 22,000

Term Loans from Banks 12,390 274,395 27,232 299,052

Vehicle Loans from Banks 2 2 2 3

Vehicle Loans from Others 10 16 3 7

Term Loans from Financial Institutions 1,350 675 2,647 2,025

Lease Obligations (Refer Note No. 29) 41 19 15 60

Unsecured

Non Convertible Debentures 15,000 - 2,500 7,500

Total 43,293 282,607 32,399 330,647

3.1 Term Loans comprising of:

(a) Secured Non Convertible debentures to the extent `14,500 Lacs (Previous Year `14,500 lacs) are secured byFirst Pari Passu charge on all Fixed and Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent `7,500 lacs (Previous Year 7,500 lacs) are secured byPari Passu charge on receivables of the Company.

(c) Secured Term Loan from Financial Institution to the extent `2,025 lacs (Previous Year `4,672 lacs) is secured bySubservient Charge on the fixed assets of the company, Second charge on the current assets of the companyand pledge of 14,02,500 Equity shares of Tulip Star Hotels Limited held by the company.

(d) Secured Finance Lease Obligations to the extent `37 lacs (Previous year `38 lacs) are secured by IT Servers ofCox & Kings Travel Ltd.

(e) Secured Finance Lease Obligations to the extent `Nil lacs (Previous year `37 lacs) are secured by first charge onthe equipments/Computer hardware purchased of Cox & King Australia Pty Ltd.

(f) Secured Finance Lease Obligations to the extent `23 lacs (Previous year `Nil lacs) are secured by first charge onthe equipments/Computer hardware purchased of Prometheon Australia Pte Ltd

(g) Secured Term Loan from Bank `Nil Lacs (Previous year `3,793 Lacs) Secured by the Standby letter of creditissued by Indian Banks, charge on the fixed and movable asset of Camp Rumbug and assignment of licenceagreement for Cox & Kings PGL Camps Pty Ltd.

(h) Vehicle Loans are secured by hypothecation of respective vehicles purchased.

(` in Lacs)

Proposed Dividend* 1,693 1,693Tax on Proposed Dividend 345 354Transfer to Statutory Reserve 671 -Transfer to Foreign Exchange Translation Reserve (170) -Actuarial gain on Pension Scheme - 680

75,790 84,755Total 230,380 246,224

* Dividend amount per equity share proposed to be distributed to Shareholders `1/- (P.Y. ` 1/- per share).**Company’s UK based subsidiaries were following the accounting standards issued by The Financial ReportingCouncil which (“UK GAAP”). As per requirement of Financial Reporting Council, these companies have adoptedInternational Financial Reporting Standards (“IFRS”) with effect from April 1, 2015. As per the transitional provisionscontained in IFRS, `11,598 Lacs (Gross impact of change in GAAP of `19,427 Lacs Less share of Minority Interest of`7829 Lacs) has been debited in opening reserves as per transitional provisions of IFRS by UK based subsidiaries.As per AS 21 - Consolidated Financial Statements, these subsidiaries are consolidated line by line basis and accordingly,the transitional adjustment is debited in the reserves in the consolidated financial statement.



2016 2015

(` in Lacs)


6. Long-Term Provisions


2016 2015

Provision for Employee Benefits 1,719 1,431

Total 1,719 1,431

(` in Lacs)

4. Deferred Tax Liability (Net)


2016 2015

Deferred Tax Liability

Related to Fixed Assets 21,197 2,956

21,197 2,956

Deferred Tax Assets

Related to Fixed Assets 11 325

Related to provision for Gratuity and leave encashment 163 85

174 410

(` in Lacs)

3.2 Maturity Profile and rate of interest of Non-convertible debentures are set out below:

Rate on 2017-18 2018-19

Interest

Secured Debentures

750 Non Convertible Debentures 10.50% - 7,500

Tontal - 7,500

3.3 Maturity Profile of other loans is set out below:

2017-18 2018-19 2019-20 2020-21

Secured Loans:

Term Loan from Banks 45,424 40,792 42,471 145,708

Vehicle Loan 12 4 2 -

Lease Obligations 19 - - -

Term Loan from Financial Institution 675 - - -

Total 46,130 40,796 42,473 145,708

(` in Lacs)

(` in Lacs)

5. Other Non-current Liabilities:


2016 2015

Unearned Revenue 291 291

291 291

(` in Lacs)


(` in Lacs)

8. Trade Payables


2016 2015

Trade payables

Micro and Small Enterprises - -

Others 46,001 39,661

Total 46,001 39,661

Following disclosures required for Micro and Small Enterprises has been determined on the basis of information

available with the company.


2016 2015

1 The principal amount remaining unpaid to supplier as at the end ofaccounting year 3.43 -

2 The interest due thereon remaining unpaid to supplier as at the end ofaccounting year. 0.07 -

3 The amount of interest paid in terms of section 16, along with the amounts NIL -of the payment made to the supplier beyond the appointed day during the year.

4 The amount of interest due and payable for the period of delay in making 0.02 -payment (which have been paid but beyond the appointed day duringthe year) but without adding the interest specified under this Act.

5 The amount of interest accrued during the year and remaining unpaid 0.08 -at the end of the accounting year.

6 The amount of further interest remaining due and payable even in the NIL -succeeding years, until such date when the interest dues as above areactually paid to the small enterprise, for the purpose of disallowance asa deductible expenditure.

Secured Loan

From Banks

- Working Capital Loan 29,220 -

Unsecured Loan

- Other Short Term Loan 55,000 15,000

Total 84,220 15,000

7.1 Working Capital Loan is secured by first pari passu charge on all Current Assets and the movable Fixed Assets of theCompany, Corporate guarantee of two promoter companies and personal guarantee of two directors.

7. Short Term Borrowings


2016 2015

(` in Lacs)

(` in Lacs)


9. Other Current Liabilities


2016 2015

Current maturities of long-term debt (Refer Note No. 3) 43,252 32,384

Current maturities of finance lease obligations (Refer Note No. 3) 41 15

Interest accrued but not due on borrowings 3,066 2,234

Unpaid dividends* 2 2

Unpaid Application money* # [Current year `0.17 lacs,(Previous year `0.17 lacs)] 0# 0#

Income received in advance (Unearned revenue) 59,298 76,074

Other payables (including statutory dues payable and advance from customers) 78,181 54,572

Total 183,840 165,281

*No amount is due to Investor Education and Protection Fund.

(` in Lacs)

10. Short-Term Provisions


2016 2015

Provision-Others:

Provision for Employee Benefits 204 114

Proposed Dividend 1,693 1,768

Tax on proposed dividend 345 280

Provision for Tax (Net of Advance Tax) 5,901 6,246

Total 8,143 8,408

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(` in Lacs)


2016 2015

Non CURRENT INVESTMENTS (Unquoted, Non Trade)

Investments in Equity Instruments of Others:


9,000 (Previous year 9,000) Equity Share of `10/- each fully paid-up

Business India Publications Limited 25 25

45,000 (Previous year 45,000) equity shares of `10/- each fully paid-up

New Media Spark Plc 10 9

10,000 (Previous year 10,000) equity shares of GBP 1 each fully paid-up

Investments in Equity Instruments of Associates:

Radius the Global Travel Company

649.78 Shares (Previous year 619.78) of Class B Common Voting shares ,fully paid-up 1,860 1,822

10 Shares (Previous year 10) of Class A Common Non-Voting Shares,fully paid-up 6 6

Adventure Travel Experience Inc - 128

Nil (Previous year 1000) Shares of $ 0.01 each

Tutors Direct Limited 239 233

250,000 (Previous year 250,000) preference shares of £1 each

666,667 (Previous year 666,667) ordinary shares of £0.001 each

Tute Education Limited - 19

4000 (Previous year 4000) Ordinary Share of £0.001 each

5000 (Previous year 5000) Ordinary Share of £0.001 each

Malvern Enterprise Uk Limited** 6,076 -

63,70,000 (Previous year Nil) Equity Share of GBP 1/- each.

NON CURRENT INVESTMENTS (Quoted, Non Trade)

Investments in Equity Instruments of Associates:

Tulip Star Hotels Limited** - -

1,402,500 (Previous year 1,402,500) Equity Shares of `10/- each fully paid-up

Total 9,216 3,241

Aggregate Amount of quoted investments - -

Market Value of quoted investments 1,082 1,122


**Pledge against the loans taken from Banks/Financial Institutions by Company/Subsidiaries.

13. Non Current Investments

(` in Lacs)


2016 2015

14. Long Term Loans And Advances


Deposits (Including Security & EMD Deposits) 2,899 1,423

Total 2,899 1,423


(` in Lacs)


2016 2015

15. Current Investments

CURRENT INVESTMENTS (Unquoted, Non Trade)

Investments in Debentures:

V Hotels Limited 1,800 1,800

1,800,000 (Previous year 1,800,000) 24% Convertible Debentures of`100/- each fully paid-up


100,000 (Previous year 100,000) 12% Fully Convertible Debentures of`1,000/- each fully paid-up

Investments in Units of Mutual Funds:

Axis Liquid Fund-Daily Dividend 1 1

129.12 Units (Previous Year 122.74 Units) of `1,000.31 each fully paid up.

Total 2,801 2,801

16. Inventories

(at cost or net realisable value whichever is lower)


2016 2015

Foreign Currency 1,166 768

Stock - tickets, food and other retail items 1,749 1,595

Total 2,915 2,363

17. Trade Receivables


2016 2015


Outstanding for a period exceeding six month from the date that are due for payments 4,790 3,265

Others 135,071 114,781

Total 139,861 118,046



2016 2015

Cash and Cash Equivalent

Balances with banks

In Current Accounts 92,968 98,412

In Unpaid Dividend Accounts 2 2


*Fixed Deposits having original maturity period not more than three months.

Cash on hand 845 681

106,775 109,486

(` in Lacs)

(` in Lacs)

(` in Lacs)


18. Cash and Bank Balance (contd.)


2016 2015

Other Bank Balance

Margin Money Deposit 1,837 24,149

(Given as security for Bank Guarantee & Overdraft limits)


*Fixed Deposits having original maturity period more than 3 monthsbut upto twelve months.

77,647 31,082

Total 184,422 140,569

(` in Lacs)

(` in Lacs)


2016 2015

21. Revenue from Operations

Income from operation

Travel and Tours Commission 227,885 251,786

Income from Forex Division 6,780 4,386

Other Operating Income 526 737

Total 235,191 256,909

(` in Lacs)


2016 2015

19. Short Term Loans and Advances



Loans and Advances to others 16,039 -

Advance Tax Paid (Net of Provision) 2,022 3,634

Deposits (Including Security & EMD Deposits) - 1,418

Others (including Advances against supplies and services, Staff Advances,prepaid expenses and other advances) 93,654 89,247

Total 117,095 100,961

(` in Lacs)


2016 2015

20. Other Current Assets

Others 165 165

Total 165 165


(` in Lacs)


2016 2015

22. Other Income

Interest


From Banks 207 147

From Others 1,304 3,936

Dividend


Net Gain on Sale of Investments

From Current Investment (*Current Year `0.19 Lacs) 0* 4

Other Non operating Income

Profit on Sale of Fixed Assets 227 83

Others 600 573

Total 3,012 5,345

23. Employee Benefit Expenses


2016 2015

Salaries and wages 73,201 79,328

Contribution to provident and other funds 7,792 8,624

Staff welfare expenses 2,110 3,448

Total 83,103 91,400

24. Finance Costs


2016 2015

Interest expense 23,465 29,428

Other borrowing costs 1,901 3,007

Total 25,367 32,435

25. Other Expenses


2016 2015

Rent 13,762 14,968

Rates & Taxes (excluding taxes on income) 63 70

Electricity Charges 2,169 2,426

Insurance 1,774 1,506

Payment to Auditors*

Audit Fees 1,184 926

Certificaton Fees 227 82

Taxation Matter 255 230

1,666 1,238

(` in Lacs)

(` in Lacs)

(` in Lacs)


Communication and Courier Expenses 3,837 2,515

Professional Charges 6,123 3,721

Travelling Expenses 3,033 3,119

Advertisement, Publicity & Business Promotion 16,435 14,036

Bad debts 106 5

Donation** 376 360

Directors Sitting Fees & Commissions 22 32

Computer Expenses 4,392 5,655

Miscellaneous expenses 16,506 14,749

Loss on sale of assets 40 26

Exchange Fluctuation (4,904) (68)

Total 65,399 64,358

*excludes audit fees of `40 lacs incurred during the Previous year on account of QIP certification work which wasadjusted against secruities premium account.

**Includes Contribution towards Corporate Social resposibility `375 lacs (PY `310 lacs).

26. Segment Reporting:

The group’s Primary Segment consist of business segment, namely Tours and Travel. There is no other seperatereportable primary segment as required in Accounting Standard 17 (Segment Reporting) notified by Companies(Accounting Standard) Rules, 2006. Information required as per Accounting Standard 17. Segment Reporting inrespect of Secondary Segment is as under:


2016 2015

Segment Revenue (External Turnover):

India 55,078 48,852

Rest of World 180,114 208,058

Segment Assets:

India 452,175 327,590

Rest of World 484,071 571,720

Segment Liabilites:

India 440,704 316,119

Rest of World 423,147 499,313

Capital Expenditure:

India 6,921 3,476

Rest of World 56,756 13,171

25. Other Expenses (contd.)


2016 2015

(` in Lacs)

(` in Lacs)


27. As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting

standards, are given below

(a) List of the related parties where control exist and related parties with whom transactions have taken place andrelationship.

Sr. No. Name of the Related Party

A Associate:

1 Tulip Star Hotels Ltd.

2 Radius Global Travel Ltd.

3 Tutors Direct Limited

4 Tute Education Limited

5 Malvern Enterprises (UK) Ltd. (with effect from March 30, 2016)

B Key Managerial Personnel:

1 Mr. A.B.M Good - Chairman

2 Mr. Peter Kerkar - Director

3 Ms. Urrshila Kerkar - Director

C Others:

(i) Joint Venture:

4 Royale Indian Rail Tours Limited

(ii) Enterprises over which Key Managerial Personnel and their relatives exercise significant influence.

5 Far Pavilions Tours and Travels Pvt. Ltd.

6 Ezeego One Travel and Tours Limited

7 Standford Trading Private Limited

b) Transaction during the year with related parties:

Sr. Nature of Transaction Associates Key Managerial Others Total

No. Personnel

1 Purchase/Subscription of Investments 6,076 - - 6,076

- - - -

2 Subscription of share warrants - - - -

- - 5,615 5,615

3 Loans and advances given/(returned/taken) 1,775 4,755 6,530

196 - (2,204) (2,008)

4 Purchase 334 - 73,950 74,284

538 - 51,061 51,599

5 Sales 13 9 84,929 83,951

11 10 51,753 51,774

6 Payment to Key Managerial Person - 265 - 265

- 178 - 178

7 Director Fees & commission paid - 3 - 3

- 2 - 2

8 Interest Received on Loans/Advance 384 - 104 488

25 - - 25

9 Interest Received on Current Investment - - 120 120

- - 120 120

(Amount in ` in Lacs)


Balance as at March 31, 2016

10 Investments 6,514 - 5,250 11,764

451 - 2,250 2,701

11 Trade Receivable 24 1 21,684 21,710

12 3 9,337 9,352

12 Advance from Customer - - - -

- - - -

13 Loan & Advances 5,730 - 9,637 15,367

2,627 - 4,035 6,662

14 Trade payable - - 2,751 2,751

- - 2,126 2,126

15 Advance to Vendors - - 1,152 1,152

- - 5,435 5,435

Note : The Figures in Italics are in respect of Previous year

Disclosure in respect of significant related party transaction during the year.

1 Purchase/subscription of Investments includes `6,076 Lacs (Previous year `Nil Lacs) in Malvern Enterprises (UK) Ltd.

2 Subscription of share warrants includes `Nil (Previous year `5,615 Lacs) from Standford Trading Private Limited.

3 Loan given during the year includes `348 lacs (Previous year `395) to Tulip Star Hotels Ltd. `Nil (Previousyear `6 Lacs) to Far Pavilion Tours & Travels Ltd. `5,882 lacs (Previous year `45 lacs) to Ezeego One Travel &Tours Ltd. `1414 Lacs (Previous year Nil) to Tute Eductaion Limited and `13 Lacs (Previous year `Nil) toMalvern Enterprises (UK) Ltd.

Loan returned during the year includes `6 Lacs (Previous year `Nil Lacs) from Far Pavilion Tours & Travels Ltd.`1,121 Lacs (Previous year `2,254) from Ezeego One Travel & Tours Ltd. and Nil (Previous year `199 Lacs)from Tute Education Ltd.

4 Purchases include `73,950 Lacs (Previous year `51,082 Lacs) to Ezeego One Travel & Tours Ltd. and `334 lacs(Prevoius year `538 Lacs) to Adventure Travel Experience Inc.

5 Sales include Ezeego One Travel and Tours Ltd. `83,929 Lacs (Previous year `51,753 Lacs) , `9 lacs(Previous year `8 Lacs) for Mr. Peter Kerkar and Nil (Previous year `2 Lacs) for Ms. Urrshila Kerkar.

6 Payment to Key Management Person paid includes `250 Lacs paid to Ms. Urrshila Kerkar (Previous year`162 Lacs) and `15 Lacs (Previous year `16 Lacs) to Mr. Peter Kerkar.

7 Director fees paid to Key Management Person includes `2.1 Lacs (Previous year `0.8 Lacs) paid toMr. A. B. M. Good and `1.2 lacs (Previous year `1.2 Lacs) to Mr. Peter Kerkar.

8 Interest received on Loans & Advances includes Ezeego One Travel & Tours Ltd. `104 Lacs (Previous year`Nil Lacs), `384 Lacs (Previous Year Nil) to Tulip Star Hotel Limited. and Nil (Previous year `25 Lacs) towardsTute Education Limited.

9 Interest received on Current Investments includes Ezeego One Travel & Tours Ltd. `120 Lacs (Previous year`120 Lacs).

b) Transaction during the year with related parties: (contd.)

Sr. Nature of Transaction Associates Key Managerial Others Total

No. Personnel

28. In compliance with AS - 27 ‘Financial Reporting of Interests in Joint Ventures’, the required information is as under:

a) Jointly controlled entities

Particulars Country of Percentage of

Incorporation ownership interest

as on as on

31.03.2016 31.03.2015

Royal Indian Rail Tours Limited India 50% 50%

(Amount in ` in lacs)


b) The Company’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitmentscompiled on the basis of unaudited financial statements received from joint ventures is as follows:

(` in Lacs)

Particulars As at As at As at

31.03.2016* 31.03.2015* 31.03.2011*

(i) Assets 2,260

- Long Term Assets 233

- Current Assets 2,027

(ii) Liabilities 3,128

- Loans (Secured & Unsecured) 1,313

- Current Liabilities and Provisions 1,813

- Deferred Tax 3

(iii) Income 1,364

(iv) Expenses 2,108

(v) Miscellaneous Expenditure to extent not written off 165

* For the reasons stated in note 36 (b), the company has not received the financials of the Joint Venture forfinancial year 2011-12, 2012-13, 2013-14, 2014-15 & 2015-16. Hence, the figures of the company’s share in theassets and liabilities of the joint venture as at March 31, 2016 and the income and expenses for the year endedon that date as required by Accounting Standard AS 27 - Financial Reporting of Interests in Joint Venture havenot been stated.

29 Leases

A. Tangible assets includes assets given on operating lease

(` in Lacs)

Description Cost Depreciation Net Block

of Assets As at Additions Disposals As at As at For the On As at As at As at

01.04.2015 during during 31.03.2016 01.04.2015 year disposals 31.03.2016 31.03.2016 31.03.2015

the year the year

Owned Assets

Building# 17 - - 17 10 0* - 10 7 7

Furniture &Fixtures** 741 150 - 892 180 154 - 334 557 561

ElectricalEquipments** 29 - - 29 7 6 - 13 16 22

OfficeEquipments** 27 - - 27 10 8 - 18 9 17

Total Amount( )̀ 814 150 - 965 207 168 - 375 589 607

* Depreciation for the year includes `0.30 Lacs (Previous year `0.30 Lacs).

# In respect of the above arrangements, lease rent of `4 Lacs (Previous year `4 Lacs) are recognised in the Statementof Profit and Loss for the year and included under Other Income. (Refer note. 22)

** The Operating lease arrangement entered for a period of 3 years and can be renewed at the option of either partyon completion but may be terminated with one month prior notice by either of the party during the tenure oflease. In respect of the said arrangements, lease rent of `189 Lacs (Previous year `149 Lacs) are recognised in theStatement of Profit and Loss for the year and included under Other Operating Income. (Refer note. 21)


Not later than one year 13,792 11,700

Later than one year but not later than five years 43,076 37,378

Later than five year 83,211 68,301

The Company’s significant leasing arrangements are generally from 5 months to 85 months. Under theseagreements, generally refundable interest-free deposits have been given. In respect of above arrangements,lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent(Refer Note 25).

(C) The minimum lease rentals and the present value of minimum value of minumum lease payments in respect of

assets acquired under leases are as follows:

Particulars Total Minimum Future Interest Present Value of

Lease Payments on Outstanding minimum lease

Outstanding Lease Payments payments

As at March 31 As at March 31 As at March 31

2016 2015 2016 2015 2016 2015

Not later than one year 26 - 2 - 25 -

Later than one year but notlater than five years 13 40 0 2 13 38

Later than five year

(` in Lacs)


2016 2015

(` in Lacs)

(B) The company has operating lease in respect of office premises. Further lease rentals payable in respect of non

cancellable Lease period is as follows:


2016 2015

30. Earnings Per Share (EPS)

(a) Earnings Per Share (EPS) Basic and Diluted

Net Profit after Tax as per Statement of Profit & Loss attributable toEquity Shareholders (` in Lacs) 5,394 9,178

Weighted average number of Equity Shares (Basic) (No. in Lacs) 1,693 1,477

Add: Dilutive Shares on account of Shares warrants (No. in Lacs) 73 73

Weighted average number of Equity Shares (Diluted) (No. in Lacs) 1,766 1,549

Basic Earning Per Share (EPS) (In `) 3.19 6.22

Diluted Earning Per Share (EPS) (In `) 3.05 5.92

Face Value Per Equity Shares (In `) 5/- 5/-


31. Financial Derivative Instruments:

A. Derivative contract entered into by the Company for hedgeing currency risk and outstanding as onMarch 31, 2016.

Nominal amount of forward contract entered into by the Company and outstanding as on March 31, 2016amounting to `12,769 Lacs (Previous year `46,597 Lacs)

(` in Lacs)


As at March 31 As at March 31

2016 2015 2016 2015

EUR 27 443 2,039 30,034

GBP 8 25 714 2,316

USD 123 197 8,162 12,313

NOK - - - -

CHF 0 - 20 -

ZAR 35 80 157 411

THB - 100 - 192

MAD - - - -

BWP - - - -

CAD 11 7 561 346

AUD 15 15 767 697

SGD 1 0 28 5

NZD 7 6 321 282

Total 226 873 12,769 46,597

B. Derivative contract entered into by the company for hedgeing Interest rate risk and outstanding as onMarch 31, 2016.

Nominal amount of interest rate swap contract entered into by the company and outstanding as onMarch 31, 2016 amounting to `215,946 Lacs (Previous year `129,859 Lacs).

(` in Lacs)



2016 2015 2016 2015

GBP 1,400 1,400 133,227 129,859

USD 1,250 - 82,719 -

Total 2,650 1,400 215,946 129,859


C Foreign Currency Exposure that are not hedged by derivative instruments as on March 31, 2016 amountingto `198,787 Lacs (Previous year `222,041 Lacs).

(` in Lacs)

Particulars Equivalent amount in USD Amount in INR


2016 2015 2016 2015

Trade Receivables 395 437 26,147 27,299

Trade Payables 375 205 24,784 12,822

Advances to Vendor 96 166 6,361 10,359

Banks 45 36 3,007 2,227

Borrowing 2,090 2,705 138,328 169,156

Unsettled Travellers’ Cheques & Cards 2 3 159 178

Total 3,004 3,552 198,787 222,041

(` in Lacs)


2016 2015

32. Contingent Liabilities:

I. Guarantees:

Guarantees given by Bank 22,065 26,458

Bonds given by insurance companies 18,203 17,171

Others 83 237

II. Legal Disputes

Disputed income Tax Demand 596 762

Disputed Service Tax demand 13,040 12,908

Claim against the Company not acknowledged as debts 1,465 1,126

Total 55,452 58,662

33. Basis of consolidation

a. The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss and Consolidated Cash flow Statement(together referred to as Consolidated Financial Statements) comprises financial statements of Cox & Kings Limitedand its subsidiaries and the interest of the Company in joint ventures, in the form of jointly controlled entities for theyear ended March 31, 2016.

b. Subsidiary companies considered in these Consolidated Financial Statements are:

Name of Subsidiary Company Country of Incorporation Proportion of ownership interest

• Cox & Kings (UK) Ltd. UK 100%Step down subsidiaries :- C & K Investments Ltd. UK 100%- Cox & Kings (Agents) Ltd. UK 100%- Cox & Kings Finance (Mauritius) Ltd. Mauritius 100%- Cox & Kings Enterprises Ltd. UK 100%- Cox & Kings Finance Ltd. UK 100%- Cox & Kings Holdings Ltd. UK 100%- Cox & Kings Shipping Ltd. UK 100%- Cox & Kings Special Interest Holidays Ltd. UK 100%- Cox & Kings Tours Ltd. UK 100%- ETN Services Ltd. UK 100%

- Grand Tours Ltd. UK 100%


• Clearmine Ltd. UK 100%

• Cox and Kings (Australia) Pty Ltd. Australia 100%

• Cox and Kings Global Services LLC, USA USA 100%

• Quoprro Global Limited. UK 100%

Step down subsidiaries :

- Cox & Kings Global Services Sweden AB UK 100%

• Hotelbreak Enterprises UK Limited. UK 100%

• Hotelbreak Holding UK Limited UK 100%

• Prometheon Holdings Private Ltd Mauritius 100%

• Cox & Kings Singapore Pvt. Ltd. Singapore 100%

• Cox & Kings (Japan) Ltd. Japan 100%

• Cox & Kings Asia Pacific Travel Ltd Hong Kong 100%

• Cox and Kings Global Services Private Ltd India 100%

• Quoprro Global Services Pvt. Ltd. India 100%

• Cox and Kings Global Services (Singapore) Pte. Ltd. Singapore 100%

• Prometheon Enterprise Ltd. UK 100%


- Prometheon Singapore Pte Ltd Singapore 100%


- Cox & Kings Global ServicesManagement (Singapore) Pte. Ltd. Singapore 100%


- Cox & Kings Global Services LLC UAE 100%

- Cox and Kings Consulting Service(Beijing) Co. Ltd. China 100%

- Cox and Kings Global ServicesHellas (formerly known as QuoprroGlobal Hellas ) Greece 100%

- Cox and Kings Gmbh Germany 100%

- Quoprro Global Services Pte. Ltd. Singapore 100%

- Quoprro Global Services Pvt. Ltd. Hongkong 100%

- Cox & Kings Egypt Egypt 100%

- Cox & Kings Global Services Lanka Pvt. Limited Srilanka 100%

- Cox and Kings Travel Limited. UK 100%


- East India Travel Company Inc. USA 100%

- Cox and Kings DestinationManagement Services Ltd. UK 100%

- Prometheon Australia Pty Ltd Australia 100%


- Cox and Kings Nordic PTY Ltd. Australia 100%

- Tempo Holidays PTY Ltd Australia 100%


- Tempo Holidays NZ Ltd New Zealand 100%

- Cox & Kings Tours LLC UAE 100%

- Cox and Kings DestinationManagement Services Pvt. Ltd Singapore 100%

- Prometheon Holdings (UK) Ltd. UK 65.58%



Step down subsidiaries:-

- Prometheon Limited UK 65.58%

- Cox & Kings PGL Camps Pty Ltd Australia 65.58%

- Holidaybreak Limited UK 65.58%

- NST Limited Ireland 65.58%

- NST Transport Services Limited England 65.58%

- SASu Le Chateau d’Ebblinghem France 65.58%

- SARL Chateau d’Ebblinghem France 65.58%

- PGL Air Travel Limited England 65.58%

- PGL Voyages Limited England 65.58%

- PGL Travel Limited England 65.58%

- PGL Adventure Limited England 65.58%

- Freedom of France Limited England 65.58%

- Noreya SL Spain 65.58%

- PGL Adventure SAS France 65.58%

- Simpar Sasu France 65.58%

- Chateau de Lamorlaye SCI France 65.58%

- SCI Domaine de Segries France 65.58%

- European Study Tours Limited England 65.58%

- NST Holdings Limited England 65.58%

- NST Travel Group Limited England 65.58%

- PGL Group Limited England 65.58%

- EST Transport Purchasing Limited England 65.58%

- Business Reservations Centre Holland BV Netherlands 65.58%

- Bookit BV Netherlands 65.58%

- BV Weekendjeweg.nl Netherlands 65.58%

- Business Reservations Centre Holland Holding BV Netherlands 65.58%

- Edge Adventures Ltd. England 65.58%

- Holidaybreak Holding Company Limited Isle of Man 65.58%

- Holidaybreak Trustee Limited England 65.58%

- Holidaybreak Education Limited England 65.58%

- Holidaybreak Quest Trustee Limtied Ireland 65.58%

- Hotelnet Limited England 65.58%

- SAS Travelworks France England 65.58%

- Travelplus Group Gmbh Germany 65.58%

- Travelplus Group Gmbh Austria 65.58%

- Travelworks UK Limited England 65.58%

- Hole In The Wall Management Limited England 65.58%

- Holidaybreak Hotel Holdings Limited Germany 65.58%

- Holidaybreak Hotel Holdings GmbH England 65.58%

- Meininger Amsterdam Amstelstation BV Germany 65.58%

- PGL Travel PTY Limited Australia 65.58%

- PGL Property PTY Limited Australia 65.58%

- PGL Adventure Camps PTY Limited Australia 65.58%

- Meininger Amsterdam B.V. Netherlands 65.58%

- Meininger Shared Services Gmbh Germany 65.58%

- Meininger Berlin Hauptbahnhof Gmbh Germany 65.58%

- Meininger “10” Hamburg Gmbh Germany 65.58%




- Meininger Airport Frankfurt Gmbh Germany 65.58%

- Meininger Brussels Gmbh Germany 65.58%

- Meininger West Gmbh & Co. Kg Germany 65.58%

- Meininger West Verwaltungs Gmbh Germany 65.58%

- Meininger “10” City Hostel Köln Gmbh Germany 65.58%

- Meininger “10” Frankfurt Gmbh Germany 65.58%

- Meininger Oranienburger Straße Gmbh Germany 65.58%

- Meininger Hotel Berlin Eastside Gallary GMBH(Formerly Meininger Nurnberg Gmbh) Germany 65.58%

- Meininger “10” City Hostel Berlin - Mitte Gmbh Germany 65.58%

- Meininger “10” Hostel UndReisevermittlungs Gmbh Germany 65.58%

- Meininger Airport Hotels Bbi Gmbh Germany 65.58%

- Meininger Potsdamer Platz Gmbh Germany 65.58%

- Meininger Barcelona Gmbh Germany 65.58%

- Meininger City Hostels & Hotels Gmbh Austria 65.58%

- Meininger Limited England 65.58%

- Meininger Hotelerrichtungs Gmbh Austria 65.58%

- Meininger Wien Gmbh Austria 65.58%

- Meininger Wien Schiffamtsgasse Gmbh Austria 65.58%

- Meininger Holding GmbH Germany 65.58%

- Meininger Finance Co Limited Isle of Man 65.58%

- Meininger Paris SCI Germany 65.58%

- Meininger Hotel Munchen Hirschgarten GmbH Germany 65.58%

- Meininger Hotel Munchen Olympiapark GmbH Germany 65.58%

- Meininger Hotel Leipzig Hauptbahnhof GmbH Germany 65.58%

- Meininger Hotel USA Limited Germany 65.58%

- Meininger Holding USA Inc Germany 65.58%

- Meininger Hotel Europe Limited Germany 65.58%

- MEININGER Hotel Rome Termini Station S.r.l Germany 65.58%

- MEININGER Hotel Venice Marghera S.r.l Germany 65.58%

- MEININGER Hotel Hungary kft Germany 65.58%

- Meininger Hotel Asia Pacific Pte. Limited Germany 65.58%

Results of Subsidiaries acquired are included in the consolidated financial statements from the effective dates ofacquisition and upto disposal.

c. Associate companies considered in these Consolidated Financial Statements are:

Name of Associate Companies Country of Incorporation Proportion of ownership interest

Tulip Star Hotel Ltd. India 30.42%

Radius Global Travel Ltd. USA 30.2%

Malvern Enterprises (UK) Ltd. UK 49.00%

Tutors Direct Ltd England 40.00%

Tute Education Ltd England 40.00%

d. Joint Venture companies considered in these Consolidated Financial Statements are:

Name of JV Company Country of Incorporation Proportion of ownership interest

• Royale Indian Rail Tours Ltd. India 50%


(` in Lacs)


2016 2015

1. Income from operations

a) Net Sales/income from operations - 35,271

b) Other operating income -

Total Income from operations (net) - 35,271

2. Expenses

a) Employee benefit expense - 13,622

b) Depreciation and amortisation expense - 8,317

c) Other expenses - 1,513

Total expenses (a to c) - 23,453

3. Profit/(Loss) from operations before other income, finance costs and

exceptional items (1-2) - 11,818.09

4. Other income - (24.20)

5. Profit/(Loss) from ordinary activities before finance costs and

exceptional items (3+4) - 11,793.89

6. Finance costs - 99.82

7. Profit/(Loss) from ordinary activities after finance costs but

before exceptional items (5-6) - 11,694.07

8. Exceptional items 17,481.58

9. Profit/(Loss) from ordinary activities before tax (7+8) - (5,787.50)

10. Tax expense 5,514.29

11. Net Profit/(Loss) from ordinary activities after tax (9-10) - (11,301.79)

12. Extraordinary items - -

13. Net Profit/(Loss) for the period (11-12) - (11,301.79)

14. Share of profit/(loss) of associates - -

15. Minority Interest - 3,501.39

16. Net profit/(loss) after taxes, minority interest and share of

profit/(loss) of associates (13+14+15) - (14,803.18)

35 Discontinued Operations:

On 2nd June 2014, the Board of Directors had approved the sale of the Camping Division of it’s subsidiary companyHolidaybreak Ltd for a consideration of GBP 89.20 million. The sale of camping is consistent with company’s strategyof becoming a Leisure and Education travel group and allows to focus on businesses that have a global footprintand market leadership position. The transaction was completed on 11th September 2014, upon receipt of the regulatoryapprovals. The consolidated results includes the company’s discontinued operations from the camping division asunder:

34. The audited financial statement of foreign Subsidiaries has been prepared in accordance with the Generally AcceptedAccounting Principles of its country of incorporation or International Financial Reporting Standard, as applicable.Differences in accounting policies of the Company and its subsidiaries are not material except as stated under:-

Material differences in accounting policies of the Company and its subsidiaries are as under:-

Item Name of Subsidiary ` In Lacs Proportion to the item

Depreciation Prometheon Enterprise Limited and its subsidiaries 7431.22 50.04%Depreciation Prometheon Australia Pty Ltd and its subsidiaries 23.06 0.16%


36. Other Notes

(a) Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the currentyear’s classification/disclosure.

(b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and TourismCorporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011.The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the partiesto go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way,influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings werecontinuing as at the year end. Company has invested `250 lacs in equity capital, `3958.10 lacs as loans and hastrade receivable of `519.03 lacs as at March 31, 2016. Based on the legal opinion, the company is confident offavourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

(c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary courseof the company’s business, which is at least equal to the amount at which they are stated in the balance sheet.

(d) Exceptional items:- on December 1, 2015, Company sold Explore Worldwide Ltd., a subsidiary of HolidaybreakLtd. for a consideration of GBP 25.8 million. Effective March 31, 2016, Company also sold Late Room UK Ltd.for GBP 20 million & Superbreak business of Holidaybreak Ltd. to Malvern Enterprise (UK) Ltd., an associateCompany for net consideration of GBP 9.25 million. The above sale has resulted into gain of `44,486.27 lacs andgoodwill write off in respect of these subsidiaries of `74,766.50 lacs.








Notes