cox & kings ltd (onf) · 2016-10-22 · cox & kings is a diversified, multinational...
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Annual Report 2015-16 | 17
Management Discussion & Analysis
Cautionary statement
Statements in the Management Discussion Analysis describing the Company’s objectives, projections, estimates and
expectations may be considered as “forward looking statements” within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied. The factors that might influence the
operations of the Company are economic conditions, government regulations and natural calamities over which the
Company has no control.
The Company assumes no responsibility in respect of the forward looking statements herein which may undergo
changes 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 into
a multi-national travel enterprise.
During the last decade in particular we have added some complex and durable competencies into our armoury that are
defensible against the vagaries of both time and technology. Today, we are established across 23 countries in businesses
which 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 shareholder
value. 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 in
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. The entity is embarking on an
ambitious project to marry the best of content and technology to deliver customers a seamless experience of booking
fully customizable package tours online at an unbeatable price. Proceeds of the transaction were used to pay down debt
in April 2016.
In November 2015, Cox and Kings - through its Holidaybreak subsidiary - sold 100% of Explore Worldwide, an adventure
unit, for a consideration of £25.83m to Hotelplan UK Group. While Explore had been resurrected over the past four years
following the euro crisis, the business was exposed to a high volume of traffic to some of the more politically sensitive
regions 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 by
11% 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 into
an equivalent number of fully paid-up equity shares at a price of `309.85 per share. The proceeds of the warrant
conversion 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 a
transient increase as the transaction of sale of effective 51% stake in Superbreak and Laterooms was completed on
March 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 own
unique and secular growth drivers and we enjoy a dominant position within each industry. Our Leisure - International
business will continue to grow at a moderate pace.
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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.
Annual Report 2015-16 | 19
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 Intelligence
Centre (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.
20 | Cox & Kings Limited
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.
Annual Report 2015-16 | 21
Leisure - International (including hived-off/discontinued operations) saw revenues grow by 4% y-o-y to `67,348 lacs in
FY16. EBITDA was lower by 20% y-o-y at `18,778 lacs owing to significant expenditure on branding and marketing at our
Laterooms and Superbreak businesses during the year prior to their sale.
Leisure International underwent a major reorganization in FY16 leading to significant shareholder value creation and
resulting 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. Laterooms
boasts a conversion rate of visit-to-book of about 3.00% which is extremely high for an online player and indicates
strong brand loyalty.
C&K‘s acquisition of Laterooms was followed in November 2015 by our Holidaybreak subsidiary selling 100% of its
Explore Worldwide adventure travel division for £25.8m to Hotelplan UK Group. While Explore had been resurrected over
the past four years following the euro crisis the business was exposed to a high volume of traffic to some of the more
politically sensitive regions of the world. Management decided that the brand would be better served in the capable
hands of Hotelplan UK. Explore Worldwide reported FY16 (operations consolidated only for eight months) net revenues
of `7,764 lacs, with EBITDA of `1,489 lacs. Explore Worldwide had reported net revenues of `10,612 lacs in FY15 and EBITDA
of `2,322 lacs.
In March 2016 we effectively divested a 51% stake in both Laterooms and Holidaybreak’s Superbreak business for a
consideration of £22.88 million via a sale and buy-back mechanism. Cox & Kings has retained a 49% strategic interest in
Malvern Enterprises UK Ltd., the new holding company of both Superbreak and Laterooms. Malvern is majority owned
by a private equity investor. The entity is embarking on an ambitious project to marry the best of content and technology
to 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 to
Laterooms’ customer database on a common technology platform to deliver unbeatable city-breaks package options
initially 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 down
debt in April 2016.
Cox & Kings Ltd.’s 49% stake in Malvern will henceforth be accounted for as investment in associate company and will
not 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 this
business 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 luxury
and high-end package tours. We also operate our own European destination management company (DMC) out of
London 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 making
up 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 of
the 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 brand
banner. The Middle East outbound travel market was the world’s fastest-growing market this year with a 9% volume
increase in outbound trips over the first eight months of this year, according to preliminary World Travel Monitor results
from IPK International. Moreover, Dubai is now the fourth most-visited city in the world (only London, Paris and Bangkok
receive more visitors) with India being the second-biggest source of traffic (second only to Saudi Arabia). We have started
acting as a third-party DMC for non-C&K tour operators as well and have secured some marquee customers over the past
year. 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 Bentours
brands, respectively.
In Japan, we are a white-label wholesaler to tour operators under the Cox & Kings brand banner.
22 | Cox & Kings Limited
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.
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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.
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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.
Annual Report 2015-16 | 25
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 and
investment in technology at a group level. The net block of the company primarily relates to our ownership of land and
building at PGL centres in the UK, France and Australia, furniture & fixtures across our global offices and hotels, and the
carrying 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 sale
of businesses and partly offset by an increase of `9,997 lacs in the value of goodwill held at UK subsidiary level due to
y-o-y depreciation of the rupee against the pound.
Debt profile
` in lacs
Particulars FY 2016 FY 2015 FY 2014
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 a
transient increase as the transaction of sale of an effective 51% stake in Superbreak and Laterooms was completed on
March 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 0.7x
as of March 31, 2016.
26 | Cox & Kings Limited
Shareholders’ funds
` in lacs
Particulars FY 2016 FY 2015 FY 2014
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 there
are minority interests. Moreover, a charge of `6,370 lacs was routed through reserves on account of translational impact
of foreign exchange movements on balance sheet items. A further charge of `11,598 lacs was routed through reserves to
account 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 investment
of `6,076 lacs for a 49% equity stake in Malvern UK Enterprises Ltd., the new holding company of Superbreak
and Laterooms.
Current assets (excluding Cash & cash equivalents)
` in lacs
Particulars FY 2016 FY 2015 FY 2014
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
Particulars FY 2016 FY 2015 FY 2016
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 is
after 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 the
gross value of the transactions at hand on that date. By contrast, our Profit & Loss account including revenue line items
are reported on the basis of net revenues alone, i.e. gross sales less direct expenses like air tickets, hotels, ground services
and distribution commissions.
Annual Report 2015-16 | 27
Results of operations
` in lacs
Particulars FY 2016 FY 2015 FY 2014
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
Particulars FY 2016 FY 2015 FY 2014
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.
28 | Cox & Kings Limited
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
Particulars FY 2016 FY 2015 FY 2014
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
Particulars FY 2016 FY 2015 FY 2014
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 across
23 countries, everyday we undertake thousands of unique transactions in multiple global currencies. To ensureour
seamless working, we have developed a robust risk management framework containing requisite de-risking policies and
strategies. 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 our
ability 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 high
quality 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 interest
coverage ratio. Our net debt to equity ratio stood at a very comfortable 0.7x at the end of FY16. Our Net Debt/EBITDA
ratio also fell to a healthy, capital-efficient 2.66x in FY16 (excluding Camping and forex gains or losses) from 2.74x in
FY15 (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.
Annual Report 2015-16 | 29
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 partners
or incur expenses in. Most of our interest outgo is also in the currency we earn and hence to a large extent
is naturally hedged. On our USD debt, which is proportionally larger than our revenues in USD, we have taken
hedge 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 segments
and are amongst the leading players in most geography that we operate in. Through our consistent investment in
brand, 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 slowdown
in 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 added
considerable resilience to our business model. Additionally, our core education business is considerably more
resilient 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 our
profitability. We have developed employee friendly policies and make consistent investments to attract, nurture and
retain 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 reviews
to 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 level
and 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 retain
industry 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 strong
positive mindset. The new joinees, through a mix of well-developed training and interactive programs, are familiarized
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 the industry, during the year we
conducted training on self-development, personality enhancement, smart selling, team building and team management
across most major branches. We also conduct regular IT training programs to familiarize our employees with new
systems 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 if
any, to bring about a wave of positive learning and to groom them become leaders in their own right. In addition to
multitude of internal workshops that we conduct every year, we also actively invest in external management programs
especially for our middle and senior management. A few of the external training program conducted during the year
were:
30 | Cox & Kings Limited
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.
Annual Report 2015-16 | 31
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.
32 | Cox & Kings Limited
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.
Annual Report 2015-16 | 33
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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.
34 | Cox & Kings Limited
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.
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BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
4. DIRECTORS’ RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of
Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the
period ended on March 31, 2016 and state that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting 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 internal
financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that 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 Report
have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the
salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format
AOC-1 is provided as annexed to this Report. The statement also provides the details of performance and financial
position of the Subsidiary Company & Associate Company.
In accordance with Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated
financial statements & related information of the Company & Audited Accounts of its Subsidiary Company are
available on the website www.coxandkings.com. These documents will also be available for inspection during
business hours at the registered office of the company. Any member desirous of obtaining a copy of the said
financial 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 has
notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification the company & its
subsidiary 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 on
reported reserves and surplus and on the reported profit for the relevant periods. Your Company has also completed
the 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
36 | Cox & Kings Limited
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 adventure
specialist) generated net revenues of GBP 11.2 million and EBITDA of GBP 2.3 million in FY15 ended March.
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BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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.
38 | Cox & Kings Limited
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.
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BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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.
40 | Cox & Kings Limited
A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board
in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing
that all the risk that the organisation faces.
The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit
observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews
adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit
recommendations, 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 informal
and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the
complaint is made are protected. The whistle blower policy may be accessed on the Company’s website at the link
http://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 functions
and 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 Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your Company has not received any
complaint during the year.
26. INTERNAL FINANCIAL CONTROLS
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations
to 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 been
received 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 Internal
Financial Control system in the company, its compliance with operating system, accounting procedures & policies at
all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective
area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are
presented 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 and
Remuneration 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%
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BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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 in
line with the market trends in the respective countries. In order to ensure that remuneration reflects
Company performance, the performance pay is also linked to organization’s performance apart from an
individual’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 of
June 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 is
approximately 11%, after accounting for promotions and other event based compensation revisions.
Increase in the managerial remuneration for the year was 18%
42 | Cox & Kings Limited
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
Annual Report 2015-16 | 43
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
• 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 Travel
Company - 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 Universities
Purchasing 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, regulatory
and 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 Company
to remain at the forefront of the Industry.
For and on behalf of the Board of Directors
A.B.M. Good
Chairman
Mumbai, May 20, 2016
44 | Cox & Kings Limited
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 and
Remuneration 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 good
corporate practices by Cox & Kings Limited. (Hereinafter called “the Company”). Secretarial Audit was conducted in a
manner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
my opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the
financial 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 Company
for 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 of
Foreign 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 were
not 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 Purchase
Scheme) 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, 1993
regarding 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
Annual Report 2015-16 | 45
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
(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 financial
figures for, Sales Tax, Wealth Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under
financial 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 directors
to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a
system exists for seeking and obtaining further information and clarifications on agenda items before the meeting and
for 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 size
and 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 includes
maintenance of statutory registers/files required by the concerned authorities and internal control of the concerned
department.
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 to
express 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 the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable
basis for my opinion.
3. Where ever required, I have obtained the Management representation about the compliance of Laws, Rules and
Regulations and happening of events etc.
4. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility
of 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 or
effectiveness with which the Management has conducted the affairs of the company.
Virendra Bhatt
Place : Mumbai ACS No - 1157
Date : May 20, 2016 COP No - 124
46 | Cox & Kings Limited
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 throughor other project or programs reporting implementation
2. Specify the or program Sub-heads: period agencystate and wise 1. Direct
district where expenditureprojects or on projects
programs were or programsundertaken 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
Annual Report 2015-16 | 47
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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 throughor other project or programs reporting implementation
2. Specify the or program Sub-heads: period agencystate and wise 1. Direct
district where expenditureprojects or on projects
programs were or programsundertaken 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.
48 | Cox & Kings Limited
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 Selenium
Registrar 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 4EE
Holidays Ltd.
Annexure III to Directors Report
Annual Report 2015-16 | 49
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
50 | Cox & Kings Limited
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
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
Annual Report 2015-16 | 51
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
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,
Northwich, CheshireCW8 1HW
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
52 | Cox & Kings Limited
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
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,
Northwich, CheshireCW8 1HW
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
Annual Report 2015-16 | 53
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
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
54 | Cox & Kings Limited
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. Blackpool
FY4 5LW
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
Annual Report 2015-16 | 55
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
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
Business Park. BlackpoolFY4 5LW
107 NST Travel Group Discovery House NA Subsidiary 65.58% 2(87)Limited Brooklands Way, Whitehills
Business Park. BlackpoolFY4 5LW
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
56 | Cox & Kings Limited
Sr. Name of Address of the CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Company Company Associate held Section
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,
Northwich, CheshireCW8 1HW
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
Annual Report 2015-16 | 57
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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
58 | Cox & Kings Limited
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)
(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
Annual Report 2015-16 | 59
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
% Change
during the
year
(d) NBFC 0 0 0 0.00 697285 0 697285 0.41 -0.41
registered
with 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 - - - - - - - - -
Receipts
have been
issued
(1) Promoter - - - - - - - - -
and
Promoter
Group
(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% 0.00
and Agents Limited
(formerly known as
Sneh Sadan Graphic
Services Limited)
2 Kubber Investments 1,83,46,560 10.84 0 1,83,46,560 10.84 0 0.00
(Mauritius) Pvt Ltd
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)
60 | Cox & Kings Limited
% Change
during the
year
3 Liz Traders and 1,51,60,849 8.95 47.64% 1,69,85,005 10.03 87.73% 1.08
Agents Private
Limited (formerly
known as Liz
Investments Private
Limited)
4 Anthony Bruton 60,39,832 3.57 0 60,39,832 3.57 0 0.00
Meyrick 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 0.00
Limited
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 0.00
Private 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 the Year (April 1, 2015) Year (March 31, 2016)
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 in
Promoters Shareholding during the
year specifying the reasons for
increase/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
Smallcap World Fund, Inc 2,04,048 0 97,21,472 26-02-2016 5.74
Smallcap World Fund, Inc 11,82,647 0 85,38,825 04-03-2016 5.04
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
Annual Report 2015-16 | 61
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
Sr. Name of the Shareholder Sold Bought Cumulative Date %
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 0 825 49,27,331 01-05-2015 2.91Insurance Company Ltd
ICICI Prudential Life 0 1,490 49,28,821 15-05-2015 2.91Insurance Company Ltd
ICICI Prudential Life 29,511 0 48,99,310 29-05-2015 2.89Insurance Company Ltd
ICICI Prudential Life 0 1,46,911 50,46,221 05-06-2015 2.98Insurance Company Ltd
ICICI Prudential Life 0 12,950 50,59,171 12-06-2015 2.99Insurance Company Ltd
ICICI Prudential Life 0 71,600 51,30,771 19-06-2015 3.03Insurance Company Ltd
ICICI Prudential Life 410 0 51,30,361 26-06-2015 3.03Insurance Company Ltd
ICICI Prudential Life 615 0 51,29,746 03-07-2015 3.03Insurance Company Ltd
ICICI Prudential Life 10,180 0 51,19,566 10-07-2015 3.02Insurance Company Ltd
ICICI Prudential Life 1,035 0 51,18,531 17-07-2015 3.02Insurance Company Ltd
ICICI Prudential Life 6,260 0 51,12,271 07-08-2015 3.02Insurance Company Ltd
ICICI Prudential Life 0 590 51,12,861 14-08-2015 3.02Insurance Company Ltd
ICICI Prudential Life 0 55,150 51,68,011 21-08-2015 3.05Insurance Company Ltd
62 | Cox & Kings Limited
Sr. Name of the Shareholder Sold Bought Cumulative Date %
No. Holding
ICICI Prudential Life 0 12,175 51,80,186 28-08-2015 3.06Insurance Company Ltd
ICICI Prudential Life 0 30 51,80,216 04-09-2015 3.06Insurance Company Ltd
ICICI Prudential Life 30 0 51,80,186 18-09-2015 3.06Insurance Company Ltd
ICICI Prudential Life 0 1,719 51,81,905 02-10-2015 3.06Insurance Company Ltd
ICICI Prudential Life 2,111 0 51,79,794 09-10-2015 3.06Insurance Company Ltd
ICICI Prudential Life 0 19,222 51,99,016 16-10-2015 3.07Insurance Company Ltd
ICICI Prudential Life 0 78,047 52,77,063 23-10-2015 3.12Insurance Company Ltd
ICICI Prudential Life 0 40 52,77,103 30-10-2015 3.12Insurance Company Ltd
ICICI Prudential Life 0 7,312 52,84,415 06-11-2015 3.12Insurance Company Ltd
ICICI Prudential Life 0 590 52,85,005 13-11-2015 3.12Insurance Company Ltd
ICICI Prudential Life 0 1,340 52,86,345 20-11-2015 3.12Insurance Company Ltd
ICICI Prudential Life 0 1,37,627 54,23,972 04-12-2015 3.20Insurance Company Ltd
ICICI Prudential Life 6,099 0 54,17,873 11-12-2015 3.20Insurance Company Ltd
ICICI Prudential Life 0 1,470 54,19,343 18-12-2015 3.20Insurance Company Ltd
ICICI Prudential Life 1,099 0 54,18,244 08-01-2016 3.20Insurance Company Ltd
ICICI Prudential Life 0 6,605 54,24,849 15-01-2016 3.20Insurance Company Ltd
ICICI Prudential Life 0 3,557 54,28,406 22-01-2016 3.21Insurance Company Ltd
ICICI Prudential Life 0 990 54,29,396 12-02-2016 3.21Insurance Company Ltd
ICICI Prudential Life 0 1,725 54,31,121 19-02-2016 3.21Insurance Company Ltd
ICICI Prudential Life 0 691 54,31,812 26-02-2016 3.21Insurance Company Ltd
ICICI Prudential Life 0 8,006 54,39,818 04-03-2016 3.21Insurance Company Ltd
ICICI Prudential Life 11,296 0 54,28,522 11-03-2016 3.21Insurance Company Ltd
ICICI Prudential Life 5,545 0 54,22,977 25-03-2016 3.20Insurance Company Ltd
ICICI Prudential Life 4,610 0 54,18,367 31-03-2016 3.20Insurance Company Ltd
ICICI Prudential Life 0 0 54,18,367 31-03-2016 3.20Insurance Company Ltd
Annual Report 2015-16 | 63
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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 2,05,929 35,03,657 25-12-2015 2.07India Limited
SSG Investment Holding 0 90,000 35,93,657 31-12-2015 2.12India Limited
SSG Investment Holding 0 8,68,580 44,62,237 15-01-2016 2.64India Limited
SSG Investment Holding 0 3,34,011 47,96,248 22-01-2016 2.83India 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 1,78,000 34,23,188 18-03-2016 2.02
India Capital Limited 0 4,24,000 38,47,188 25-03-2016 2.27
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 450 0 25,02,987 01-05-2015 1.48
Axis Bank Limited 110 0 25,02,877 08-05-2015 1.48
Axis Bank Limited 0 6,000 25,08,877 22-05-2015 1.48
Axis Bank Limited 0 5,500 25,14,377 10-07-2015 1.49
Axis Bank Limited 2,000 0 25,12,377 17-07-2015 1.48
Axis bank limited 0 5,200 25,17,577 24-07-2015 1.49
Axis Bank Limited 6,000 0 25,11,577 07-08-2015 1.48
Axis Bank Limited 0 4,500 25,16,077 21-08-2015 1.49
Axis Bank Limited 13,330 0 25,02,747 28-08-2015 1.48
Axis Bank Limited 200 0 25,02,547 04-09-2015 1.48
Axis Bank Limited 0 11,000 25,13,547 18-09-2015 1.48
Axis Bank Limited 2,600 0 25,10,947 09-10-2015 1.48
Axis Bank Limited 690 0 25,10,257 06-11-2015 1.48
Sr. Name of the Shareholder Sold Bought Cumulative Date %
No. Holding
64 | Cox & Kings Limited
Sr. Name of the Shareholder Sold Bought Cumulative Date %
No. Holding
Axis Bank Limited 5,000 0 25,05,257 11-12-2015 1.48
Axis Bank Limited 0 1,000 25,06,257 18-12-2015 1.48
Axis Bank Limited 0 421 25,06,678 31-12-2015 1.48
Axis Bank Limited 190 0 25,06,488 15-01-2016 1.48
Axis Bank Limited 0 7,141 25,13,629 15-01-2016 1.48
Axis Bank Limited 0 19,101 25,32,730 22-01-2016 1.50
Axis Bank Limited 6,10,000 0 19,22,730 22-01-2016 1.14
Axis Bank Limited 0 4,296 19,27,026 29-01-2016 1.14
Axis Bank Limited 3,40,000 0 15,87,026 29-01-2016 0.94
Axis Bank Limited 4,21,460 0 11,65,566 05-02-2016 0.69
Axis Bank Limited 0 39,074 12,04,640 12-02-2016 0.71
Axis Bank Limited 4,00,000 0 8,04,640 12-02-2016 0.48
Axis Bank Limited 0 4,420 8,09,060 19-02-2016 0.48
Axis Bank Limited 2,00,000 0 6,09,060 19-02-2016 0.36
Axis Bank Limited 4,01,890 0 2,07,170 26-02-2016 0.12
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 10,00,000 0 7,45,271 11-09-2015 0.44
Shivanand Shankar Mankekar 4,16,923 0 3,28,348 18-09-2015 0.19
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
Annual Report 2015-16 | 65
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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 30,42,708.00
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) 10,71,998 0 0
Income-tax Act, 1961
(c) Profits in lieu of salary under
section 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
66 | Cox & Kings Limited
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/ - - 200,000 270,000 260,000 730,000
committee meetings 700,000 700,000 700,000 21,00,000
b) Commission
c) 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 Managerial
Remuneration
Overall Ceiling as per ` 261.28 lacs (being 1% of the net profit of the Company calculated as per
the Act Section 198 of the Companies Act, 2013)
B. Remuneration to other Directors:
Annual Report 2015-16 | 67
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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
68 | Cox & Kings Limited
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 3
Non-Executive
Mr. Peter Kerkar Non-Independent, 4 3 Yes 3 0
Non-Executive
Ms. Urrshila Kerkar Whole Time Director 4 4 Yes 2 0
Mr. Pesi Patel Independent, 4 3 Yes 2 3
Non-Executive
Mr. M. Narayanan Independent, 4 4 Yes 5 7
Non-Executive
Mr. S.C. Bhargava Independent, 4 4 Yes 9 9
Non-Executive
Video/tele-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations
to participate in the meetings.
v. Four Board Meetings were held during the year and the gap between two meetings did not exceed one hundred
and 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 on
September 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 been
placed 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 Executive
Directors or management personnel. Such meetings are conducted informally to enable Independent Directors
to discuss matters pertaining to the Company’s affairs and put forth their views to the Chairman and Whole Time
Director. During the year, one meeting of the Independent Directors were held on February 15, 2016. Independent
Directors, inter-alia, reviewed the performance of non-independent directors, Chairman of the Company and the
Board as a whole.
ix. The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the
Company.
x. The details of the familiarisation programme of the Independent Directors are available on the website of the
Company (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 the
Senior Management of your Company. The Code of Conduct is available on your Company’s website
www.coxandkings.com
xii. All the members of the Board and the Senior Management personnel of your Company have affirmed their
compliance with the Code of Conduct for the year ended March 31, 2016. A declaration signed by the Whole time
Director 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 for
prevention 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 as
per the code.
Annual Report 2015-16 | 69
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
xiv. A brief profile of Director retiring by rotation, nature of their expertise in specific functional areas and company
name in which they hold Directorship, Memberships/Chairmanship of Board Committees and shareholding in
the 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.
70 | Cox & Kings Limited
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
Annual Report 2015-16 | 71
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
iii. Nomination and Remuneration Committee
The Nomination and Remuneration Committee’s composition and the terms of reference meet with the requirements
of Companies Act, 2013 and Regulation 19 of the Listing Regulations.
Terms of Reference of the Committee, inter alia, includes the following:
• The Nomination and Remuneration Committee shall identify persons who are qualified to become directors
and who may be appointed in senior management in accordance with the criteria laid down, recommend to
the 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 the
remuneration 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 motivate
directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the
working of the company and its goals.
The composition of the Nomination and Remuneration Committee and the details of the meetings attended by
its 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 Board
is objective, there is absence of conflict of interest, ensures availability of diverse perspectives, business
experience, 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 ensure
healthy debates & sound decisions.
While evaluating the suitability of a Director for re-appointment, besides the above criteria, the NRC considers the
past 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) of
the 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 the
Board, 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 be
competitive in the market for highly qualified executives.
72 | Cox & Kings Limited
The Company pays remuneration to Executive Directors by way of salary, perquisites & retirement benefits
based on recommendation of the NRC, approval of the Board and the shareholders. Annual increments are
decided by the Remuneration Committee within the salary scale approved by the members and are effective
April 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 while
maintaining 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 and
10,000 per meeting of the Committee. The commission is paid subject to a limit not exceeding `700,000 p.a. out of
the profits of the Company as approved by shareholders (computed in accordance with Section 197 of the
Companies Act, 2013). The commission to Independent Directors/Non-Executive Directors is distributed broadly
on the basis of their attendance, contribution at the Board, the Committee meetings, Chairmanship of Committees
and 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.
Terms of Reference of the Committee, inter alia, includes the following:
• 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
Annual Report 2015-16 | 73
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
• 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 Stock
Exchanges, 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 corporate
governance, and to make recommendations to the Board for appropriate revisions to the Company’s Corporate
Governance Guidelines
• To monitor the Company’s compliance with Corporate Governance Guidelines and applicable laws and
regulations, and make recommendations to the Board on all such matters and on any corrective action to be
taken, as the Committee may deem appropriate
• To review and assess the adequacy of the Company’s Corporate Governance Manual, Code of Business
Conduct & Ethics for Directors and Management Personnel, Code of Ethics and other internal policies and
guidelines, and monitor that principles described therein are being incorporated into the Company’s culture
and 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 assistance
of consultants/advisors, if necessary
• To ensure institution of standardised channels of internal communications across the Company to facilitate
a 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 any
statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate
for 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 the
Company. 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 the
procedure for Risk Minimisation
• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment
and risk management processes
• Continually obtaining reasonable assurance from management that all known and emerging risks have
been identified and mitigated or managed
• Performing such other functions as may be necessary or appropriate for the performance of its oversight
function
74 | Cox & Kings Limited
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.
Annual Report 2015-16 | 75
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
4. Subsidiary Monitoring Framework
All subsidiary companies of the Company are managed with their Boards having the rights and obligations to
manage such Companies in the best interest of their stakeholders. The Company monitors performance of subsidiary
Companies, inter alia, by the following means:
(a) Financial statements, in particular the investments made by the unlisted subsidiary companies, are reviewed
quarterly by the Audit Committee of the Company.
(b) All minutes of Board meetings of the unlisted subsidiary companies are placed before the Company’s Board
regularly.
(c) A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary
companies is placed before the Company’s Board. The Company does not have any material unlisted Indian
subsidiary and hence, is not required to nominate an Independent Director of the Company on the Board of such
subsidiary Company. The Company has a policy for determining ‘material subsidiaries’ which is disclosed on its
website at the following link- http://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 no
materially significant related party transactions of the Company, which have potential conflict with the interests of
the Company at large.
The Company’s major related party transactions are generally with its subsidiaries and associates. The related party
transactions 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 arms
length basis and are intended to further the interest of the Company. The board has approved a policy for related
party transactions which has been uploaded on the Company’s website at the following link- http://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 defined
under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical
behaviour. No person has been denied access to the Chairman of the audit committee. The said policy has been also
put up on the website of the Company at the following link- http://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 Documents
http://www.coxandkings.com/downloads/investor-relations/document-retention-policy.pdf and Policy for Preservation
of Documents.
8. Reconciliation of share capital audit
A qualied practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share
capital 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-up
capital is in agreement with the total number of shares in physical form and the total number of dematerialised
shares 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 from
the date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the
authority for approving transfer, transmission, etc. of the Company’s securities to the Managing Director and/or
Company Secretary. A summary of transfer/transmission of securities of the Company so approved by the whole time
Director/Company Secretary is placed at every Board meeting/Stakeholders’ Relationship Committee. The Company
obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities
as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.
76 | Cox & Kings Limited
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 to
Principal K. M. Kundnani Chowk, 124, Non-convertible Debentures
Dinshaw Wachha Road, Churchgate, • To approve the payment of
Mumbai - 400 020 Commission to Independent
Directors
• Revision in Remuneration of
Whole 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, Directors
Dinshaw Wachha Road, Churchgate, • Adoption of New Article of
Mumbai - 400 020 Association
• To invite to subscribe to NCD
on Private Placement
• Approval of Borrowing Power
of the Company.
• Approval of Creation of charge
on 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 to
the 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 declared
for 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 by
shareholders at the ensuing Annual General Meeting shall be paid to members. The final dividend, if declared, shall be
paid/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, 2016
For Quarter ending - September 30, 2016 Before November 14, 2016
For Quarter ending - December 31, 2016 Before February 14, 2016
For Quarter ending - March 31, 2017 Before May 30, 2017
Annual Report 2015-16 | 77
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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.
78 | Cox & Kings Limited
! 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)
2013-14 Final ` 1 per share September 26, 2014 September 26, 2021(on the face value of` 5 per share)
2012-13 Final ` 1 per share September 17, 2013 September 17, 2020(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.
Annual Report 2015-16 | 79
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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 I
nd
ex
Pri
ce
27,011
27,828
27,781
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
287.1
258.6
268.1279.7
268.0 259.1
273.9
244.3
200.1
234.5
244.8260.2
249.3239.8
247.2257.4
188.0171.2
146.3
197.7183.6
Clo
sin
g I
nd
ex
Pri
ce
Sto
ck P
rice
80 | Cox & Kings Limited
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 Corporate
Governance as stipulated under Regulation 34 of the Listing Regulation, is attached to this Report. This report will be
sent 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 any
penalty, stricture imposed on the Company by any Stock Exchange, SEBI or any statutory authority on any matter
related 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 the
Stock 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 maintained
by the Chairman himself.
B. Shareholders Rights:
As the quarterly and half yearly financial performance along with significant events are published in the newspaper
and 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.
Annual Report 2015-16 | 81
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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 financial
reporting and internal controls to the Board in terms of Regulation 34 of the Listing Regulations. The Whole Time
Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial
results before the Board in terms of Regulation 33 of the Lisitng Regulations. The annual certificate given by the
Whole 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
82 | Cox & Kings Limited
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 our
knowledge and belief:
i. These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with
existing 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 year
which 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 effectiveness
of the internal control systems of the Company pertaining to financial reporting. We have not come across any
reportable 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
Mumbai, May 20, 2016
Annual Report 2015-16 | 83
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
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 Company
with Stock Exchanges for the period April 1, 2015 to November 30, 2015 and as per the relevant provisions of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Listing Regulation
for the period December 1, 2015 to March 31, 2016.
The Compliance of conditions of Corporate Governance is the responsibility of Management. Our examination has been
limited to procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions
of 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 the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement/Listing Regulations, as applicable.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For Chaturvedi & Shah
Chartered Accountants
F.R.N.No. 101720W
Amit Chaturvedi
Partner
Membership No. 103141
Mumbai, May 20, 2016
Auditors’ Certificate
84 | Cox & Kings Limited
Cox & Kings has been evolving both in business front and in its endeavor in giving back to the society. The process of
giving back through effective channels has given rise to many sustainable and immediate solutions to various problems
in the field of healthcare, environment, women empowerment, village development etc. In particular, C&K focuses its
efforts 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 been
ceaselessly working towards giving back to the society by supporting various causes which are defined by Cox & Kings
Ltd. 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 to
Formal 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 through
Mother and Child care projects, supporting charitable trusts that run rehabilitation centre for poor and needy cancer
patients, Health care for visually impaired, and physically challenged, extending help towards trusts working with
children infected with HIV.
• Animal Welfare - to ensure that animals are treated humanely, to work towards prevention of cruelty to animals; and
to 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 gift
from the history to the present and the future.
• Eradicating Poverty - through our partnerships with local NGOs and communities through different agricultural
programmes & sustainable models. Poverty is a result of various factors right from climate to failed systems; these can
be predicted and prevented.
• In Sustainable Livelihood - our programmes aim at providing livelihood in a locally appropriate and environmentally
sustainable 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 self
employed or earn to come out of poverty and increasing confidence. We also work with not for profit organisations
to 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 life
threatening medical conditions. C&K supports MAWF to fulfill ‘To Have’ wishes of the children. With this money, MAWF buys
the 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 official
travel 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 of
the child to any destination of his choice, within India. With this initiative, we have created happy memories at the
children’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 on
behalf 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 temporary
Crisis Intervention Centres (CIC) set up by CCDT to ensure the protection of children, especially those who are orphans and
vulnerable.
Corporate Social Responsibility Report
Annual Report 2015-16 | 85
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
Think Foundation is an NGO dedicated to helping Thalassemia children. Think Foundation works in the areas of Blood
Donation, Platelet Donation, and Thalassemia Minor for prevention of Thalassemia Major by creating awareness and
providing a facility for testing of Thalassemia Minor and Thalassemia Major by providing holistic care for children
suffering 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 set
up at a time when there is a deficit in supply of blood, for example during college vacations or during the rainy season
when fewer donors voluntarily step out for blood donation.
C&K also sponsors emergency treatment of Thalassaemic children. Apart from this, we also conduct awareness campaigns
to 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 services
ranging from early intervention, education, therapy, counselling and MDVI awareness. For the overall development of the
child facing multiple disabilities, therapies are extremely important. The apt therapy is selected and complemented with
special education. Keeping the child’s age in mind, he or she is enrolled in an early intervention program or the special
education 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 daily
living, language, etc. Cox & Kings has enabled training to the children with special needs in all the three areas namely
cognitive, social and motor.
EDUCATION
Nanhi Kali is an NGO initiated by the K. C. Mahindra Education Trust (KCMET) with the aim of providing primary education
to underprivileged girl children in India. In 2013, C&K adopted the Amrutdham NMC School No 45 in Nasik where we
support 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, stationery
and 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 underprivileged
children. C&K supports Trust towards upkeep of the school and satisfying nutritional requirements of the children, as well
as 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 Faridabad
campaigns for animal rights and respect. We work to rescue and rehabilitate sick and needy animals. C&K supports the
NGO 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 given
dedicated and offering relentless service to all types of sick and injured animals. C&K sponsors the organisation for the
rescue 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 sustainable
solutions in the areas of women empowerment, child health and education, amongst others. With timely intervention as
a finance and expertise provider, Cox & Kings has been acting as a backbone to the amazing projects of OMI like Skills
Development & 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, abandoned
child, stopping female foeticide, reducing infant mortality rate, eradicating malnutrition & spreading healing power of yog
since 2005. C&K upholds the right to live for every girl child and condemns any sort of killing. Through the sponsorship
offered year after year, Cox & Kings has enabled Maheshaashram to give the right support to lend a new life to the
abandoned kids.
86 | Cox & Kings Limited
ENVIRONMENTAL SUSTAINABILITY
C&K Group recognises the social and environmental issues arising from increased travel and we acknowledge and accept
the 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 energy
consumption 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 through
staff forums, intranets, posters and emails. Most businesses have their own environmental policies with specific targets for
carbon reduction and details of awareness initiatives.
PGL, Education division of Holidaybreak, maintained their strong emphasis on the environment and have undertaken
their ESOS (Energy Savings Opportunity Scheme) compliance, which included site energy audits of three of its activity
centers. 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 to
reduce energy consumption. Examples include the sourcing of an agreed standard ‘energy efficient hand dryer’ for all
locations in an effort to replace paper towels. During the year, PGL invested heavily in insulating roofs and voids of all
accommodation 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 to
help increase the awareness of the environment and reduce their impact on it. This campaign forms part of their induction
process, 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 new
centrally 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 more
proactive, in that when the buildings will be unoccupied over such periods like Christmas and bank holidays, the air
conditioning 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 housekeeping
operations. At least £15,000 of capital will be allocated specifically for projects which reduce energy consumption and all
refurbishment project proposals are required to include details of environment considerations and action take. Year on
year 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 of
77,446KG’s in 2015.
Meininger Division has to change all light bulbs to LED has been successful, resulting in a saving of 80% of energy
consumption. It is planned to review all energy contracts in the coming year. Energy saving standards will be planned for
new 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 USA
worked in conjunction with Tourism Cares to donate to the Tourism Cares Nepal Recovery Fund, organizing the travel
industry to give together and drive recovery for Nepal’s tourism industry. Tourism Cares works on tourism projects that
included identifying needs and prioritizing actions for tourism recovery; Revitalizing Nepal’s tourism product and its
marketing; Targeted restoration and physical investments in projects that may otherwise fall through the cracks; and
Training 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 sponsoring
higher education to girls who cannot afford.
Annual Report 2015-16 | 87
BUSINESS OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENT
• 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 underprivileged
children 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 Gold
Taj Mahal’. Through which CanKids reached out to 2000 children with Cancer. This was done with an aim to bring
awareness 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 years
old. Her current age is 8 years.
• Funds towards upkeep of ancient Monastery with Thiksay Culture Welfare Society. C&K helped build additional rooms
in 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 additional
cropping during non-monsoon seasons. This will reduce the poverty level of farmers in 5 villages. The partnership
with 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 the
donations 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 participation
by pupils whose parents cannot afford the full price of a PGL trip, part/provided 885 holidays places worth a total
value of £82,988.
• NST matched the £1,500 raised by NST employees for ‘The Comfort Zone’, providers of food and shelter for the
homeless 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 by
Holidaybreak. 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 with
a 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 hospital
charity in the city of Meiningen.
• Bookit supports an organisation for neglected children, concentrating about providing physical support instead of
monetary donations. 10 Bookit employees volunteer per event and organise special events including the refurbishing
or redecorating of schools.
88 | Cox & Kings Limited
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.
Annual Report 2015-16 | 89
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.
For Chaturvedi & Shah
Chartered AccountantsFirm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 20, 2016 Membership No. 103141
90 | Cox & Kings Limited
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
Annual Report 2015-16 | 91
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.
For Chaturvedi & Shah
Chartered AccountantsFirm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 20, 2016 Membership No. 103141
92 | Cox & Kings Limited
“Annexure B” to Independent Auditors’ Report referred to in paragraph 2(f) under the heading “Report on other legal and
regulatory requirements” of our report of even date.
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.
Auditor’s Responsibility
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
Annual Report 2015-16 | 93
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.
For Chaturvedi & Shah
Chartered Accountants
Firm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 20, 2016 Membership No. 103141
94 | Cox & Kings Limited
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 KerkarPartner Director DirectorMembership No. 103141 DIN: 00021210 DIN: 00202891
Rashmi Jain Anil KhandelwalDate : May 20, 2016 Company Secretary C.F.O.Place : Mumbai Membership No. 18978 Membership No. 106260
Annual Report 2015-16 | 95
Statement of Profit & Loss for the year ended March 31, 2016
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
(` in Lacs)
Particulars Note For the year ended March 31
No. 2016 2015
INCOME
Revenue from operations 18 54,276 48,059
Other Income 19 7,381 7,333
Total Revenue 61,657 55,392
EXPENDITURE
Employee benefit expenses 20 13,106 11,098
Finance costs 22 5,652 5,483
Depreciation and amortization expense 9 & 10 2,952 3,774
Other 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 7,717
Deferred tax (250) 141
Current 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): 29
Basic (In `) 10.00 9.56
Diluted (In `) 9.59 9.11
Significant Accounting policies and notes to the financial statements - 1 to 38
96 | Cox & Kings Limited
(` 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
Annual Report 2015-16 | 97
(` in Lacs)
Particulars For the year ended March 31
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
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
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
98 | Cox & Kings Limited
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.
Annual Report 2015-16 | 99
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.
100 | Cox & Kings Limited
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
Annual Report 2015-16 | 101
1.4 Money Received against Share Warrant:
Particulars As at March 31
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
Particulars As at March 31
2016 2015
Capital Reserves:
As per last Balance Sheet 18 18
Securities Premium Account:
As per last Balance Sheet 169,494 73,824
Add : Premium on Shares issued during the year through QIP - 98,361
Less : NCDs, QIP issue expenses 1,253 2,691
168,241 169,494
Debenture Redemption Reserve
As per last Balance Sheet 6,268 5,138
Add : Transfer from Profit & Loss 222 1,130
6,490 6,268
General Reserve:
As per last Balance Sheet 3,115 3,437
Less : Adjustment of depreciation as per transitional provision ofPart C paragraph 7 (b) of Schedule II of the Companies Act, 2013(Refer note no. 9.1) - 322
3,115 3,115
Surplus i.e. Balance in Statement of Profit and Loss
As per last Balance Sheet 44,684 33,745
Add : Profit for the year 16,935 14,117
Less : Appropriations
Debenture Redemption Reserve 222 1,130
Proposed Dividend* 1,693 1,693
Tax 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)
102 | Cox & Kings Limited
3. Long Term Borrowings
Particulars As at March 31, 2016 As at March 31, 2015
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 by
First 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 by
Pari 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 by
Subservient Charge on the fixed assets of the company, Second charge on the current assets of the company
pledge 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)
Annual Report 2015-16 | 103
5. Short Term Borrowings
Particulars As at March 31
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)
Particulars As at March 31
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)
104 | Cox & Kings Limited
(` in Lacs)
7. Other Current Liabilities
Particulars As at March 31
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.
Particulars As at March 31
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
Particulars As at March 31
2016 2015
8. Short-Term Provisions
Particulars As at March 31
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)
(` in Lacs)
(` in Lacs)
Annual Report 2015-16 | 105
(` in Lacs)
(` in lacs)
10 - Fixed Assets - Intangible
Description of Assets
Cost
Amortisation
Net Block
As at
AdditionsDeletions
As at
As atFor the yearDeletions
As at
As at
As at
01.04.2016 during the during the31.03.201601.04.2015
31.03.201631.03.201631.03.2015
year
year
Owned Assets
(Other than internally
generated)
Co
mp
ute
r S
oft
war
e 1
0,4
11
2
31
-
1
0,6
42
2
,61
81
,16
5-
3,7
83
6,8
59
7,7
93
Trad
e M
ark
16
-
-
16
78
-
15
1
9
Vid
eo
4
74
-
-
47
4
31
11
11
-
42
2
52
1
63
Total Amount (`)
10,901
231
- 11,132
2,936
1,284
- 4,220 6,912 7,965
Pre
vio
us
Year
5,8
83
5,0
18
-
1
0,9
01
1,6
57
1,2
79
-
2
,93
6
7
,96
5
Ad
d:
Inta
ng
ible
un
de
rd
ev
elo
pm
en
t1
0,4
35
4,3
91
Total Amount (`)
10,435 4,391
10
.1In
tan
gib
le u
nd
er d
evel
op
men
t an
d a
dd
itio
ns
incl
ud
e Em
plo
yee
Ben
efit
Exp
ense
s C
apit
alis
ed `
36
7 L
acs
(Pre
vio
us
year
`4
42
Lac
s) a
nd
ren
t `
21
0 L
acs
(Pre
vio
us
year
`2
27
Lac
s)
9 - Fixed Assets - Tangible
Description of Assets
Cost
Depreciation
Net Block
As atAdditions/Deletions/
As at
As atFor the year
On
As at
As at
As at
01.04.2015 Adjustments Adjustments31.03.201601.04.2015
disposals31.03.201631.03.201631.03.2015
Owned Assets
Leas
eh
old
Lan
d 4
6 -
- 4
61
1
0
*-
12
34
35
Bu
ild
ing
21
-
-2
1
12
0
* -
1
3
9
9
Co
mp
ute
rs 2
,69
3 2
31
0
#
2,9
24
2
,13
7
3
33
0#
2
,46
9 4
54
55
5
Furn
itu
re &
Fix
ture
s
5,7
40
17
0 -
5
,91
0
3,3
02
76
1-
4
,06
4
1,8
47
2
,43
8
Ele
ctri
cal
Eq
uip
me
nts
76
5
1
2 7
64
41
8
95
1 5
13
25
2 3
47
Off
ice
Eq
uip
me
nts
1,0
35
4
2
0#
1
,07
6 8
04
13
0 0
# 9
34
14
2 2
30
Mo
tor
Car
44
8
46
17
47
6 3
69
4
0 1
3 3
95
8
1
79
Leas
e H
old
Im
pro
vem
en
t
1,9
62
2
1 -
1
,98
2 8
21
30
9 -
1
,13
0 8
53
1
,14
1
Total Amount (`)
12,710
511
19 13,201 7,874 1,669
14 9,529 3,672 4,834
Pre
vio
us
Year
11
,88
8
9
62
14
2
1
2,7
10
5
,22
2
2,7
31
79
7
,87
4
4,8
34
Ad
d:
Cap
ital
Wo
rk I
n P
rog
ress
Tan
gib
le1
51
18
Total Amount (`)
151
18
*D
ep
reci
atio
n f
or
the
ye
ar i
ncl
ud
es `
0.4
8 L
acs
for
Lan
d &
`0
.37
Lac
s fo
r B
uild
ing
s.
#D
ele
tio
n/A
dju
stm
en
t d
uri
ng
th
e y
ear
in
clu
de
s `
0.1
9 L
acs
for
Co
mp
ute
rs a
nd
`0
.08
Lac
s fo
r O
ffic
e E
qu
ipm
en
ts.
De
pre
ciat
ion
on
dis
po
sal
incl
ud
es `
0.1
8 L
acs
and
0.0
7 L
acs
resp
ec
tiv
ely
.
9.1
Pu
rsu
ant
to t
he
en
actm
en
t o
f C
om
pan
ies
Act
20
13
, th
e c
om
pan
y h
as a
pp
lie
d t
he
est
imat
ed
use
ful
live
s as
sp
eci
fie
d i
n S
che
du
le I
I fr
om
Ap
ril
1,
20
14
. A
cco
rdin
gly
th
eu
na
mo
rtis
ed
ca
rryi
ng
va
lue
is
be
ing
de
pre
cia
ted
ove
r th
e r
em
ain
ing
use
ful
live
s. T
he
wri
tte
n d
ow
n v
alu
e o
f F
ixe
d A
sse
ts w
ho
se l
ive
s h
ave
exp
ire
d a
s a
t A
pri
l 1
, 2
01
4h
ave
be
en
ad
just
ed
ne
t o
f ta
x, i
n t
he
op
en
ing
Ge
ne
ral
Re
serv
e o
f FY
20
14
-15
am
ou
nti
ng
to
`3
22
lac
s.
106 | Cox & Kings Limited
(` in Lacs)
Particulars As at March 31
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
Annual Report 2015-16 | 107
(` in Lacs)
Particulars As at March 31
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)
Particulars As at March 31
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
108 | Cox & Kings Limited
(` in Lacs)
Particulars As at March 31
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
Ezeego One Travel and Tours Limited 1,000 1,000
1,00,000 (Previous year 1,00,000) 12% Fully Convertible Debenturesof `1,000/- each fully paid-up
Total 2,800 2,800
Aggregate Amount of unquoted investments 2,800 2,800
14. Inventories
(at cost or net realisable value whichever is lower)
Particulars As at March 31
2016 2015
Foreign Currency 1,166 768
Total 1,166 768
15. Trade Receivables
Particulars As at March 31
2016 2015
(Unsecured and considered good)
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
Particulars As at March 31
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)
Annual Report 2015-16 | 109
16. Cash and Bank Balance
Particulars As at March 31
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)
Particulars As at March 31
2016 2015
17. Short Term Loans and Advances
(Unsecured and considered)
Loans and Advances to related parties (Refer Note No. 26) 83,489 78,090
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)
Particulars For the year ended March 31
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)
Particulars For the year ended March 31
2016 2015
19. Other Income
Interest
From Current Investment 656 552
From Banks 207 147
From Others 5,676 5,697
Dividend
From Current Investment 18 50
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)
110 | Cox & Kings Limited
(` in Lacs)
Particulars For the year ended March 31
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 the
beginning 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 obligation
as at the end of year 572 444 454 363
Table showing changes in the fair value of plan assets as on March 31, 2016.
Particulars Gratuity Leave Encashment
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
Annual Report 2015-16 | 111
The amounts to be recognised in the balance sheet and statements of profit and loss.
Particulars Gratuity Leave Encashment
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
Particulars Gratuity Leave Encashment
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 statement
of profit and loss 146 33 79 19
Amounts recognised in current year and previous four years
Particulars As at March 31
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
Particulars Gratuity Leave Encashment
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 composition
of plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets
management.
(` in Lacs)
(` in Lacs)
(` in Lacs)
(` in Lacs)
112 | Cox & Kings Limited
(` in Lacs)
Particulars For the year ended March 31
2016 2015
22. Finance Cost
Interest expense 5,592 5,357
Other borrowing costs 60 126
Total 5,652 5,483
(` in Lacs)
Particulars For the year ended March 31
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)
Particulars For the year ended March 31
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).
Annual Report 2015-16 | 113
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
114 | Cox & Kings 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
Sr. Name of the Related Party
No.
Annual Report 2015-16 | 115
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
Sr. Name of the Related Party
No.
116 | Cox & Kings Limited
Sr. Name of the Related Party
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
Sr. Name of the Related Party
No.
Annual Report 2015-16 | 117
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 61,268
64,667 395 - (2,210) 62,852
4 Guarantees issued during the year 14,856 - - - 14,856
25,715 - - - 25,715
5 Purchase 36,295 - - 71,590 107,885
3,928 - - 48,628 52,556
6 Sales 4,819 13 9 83,778 88,619
5,923 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 5,869
2,071 96 - - 2,166
11 Interest Received on Current Investment - - - 120 120
- - - 120 120
12 Commission on Corporate Gurantees 701 - - - 701
859 - - - 859
Balance as at March 31, 2016:
13 Investments 13,006 6,275 - 5,250 24,531
13,336 199 - 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 - 9,693 174,419
106,560 2,627 - 3,964 113,151
17 Trade payable 14,786 - - - 14,786
51 - - - 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.
118 | Cox & Kings Limited
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%
Annual Report 2015-16 | 119
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 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
TotalAmount (`) 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).
120 | Cox & Kings Limited
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)
Particulars As at March 31
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 MaximumNo. March 31, March 31, Balance
2016 2015 duringthe 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)
Particulars As at March 31
2016 2015
(` in Lacs)
(` in lacs)
Annual Report 2015-16 | 121
(` in Lacs)
Sr. Name of the Company Type As at As at MaximumNo. March 31, March 31, Balance
2016 2015 duringthe 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:
Sr. Name of the Company No of Shares
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:
Sr. Name of the Company No of Shares
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:
Sr. Name of the Company No of Shares
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
122 | Cox & Kings Limited
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-alia
includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External
Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total
amount remitable in this respect is given herein below:
Particulars As at March 31
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, 2016
amounting 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
Sr. Name of the Company No of SharesNo.
1 Cox & Kings Global Services Sweden A.B 1,000
Annual Report 2015-16 | 123
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 company
during 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)
124 | Cox & Kings Limited
(` 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 30,703
short term Inter-Corporate Deposits
and 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.
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
Annual Report 2015-16 | 125
Additional Information, as required under Schedule III to the companiesAct, 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 ProfitNo. minus total Liabilities or Loss
As % of Amount As % of Amount
Consolidated (` Consolidated (`
net Assets in Lacs) Profit or Loss in Lacs)
126 | Cox & Kings Limited
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
Sr. Name of Subsidiary Company Net Assets i.e total Assets Share in ProfitNo. minus total Liabilities or Loss
As % of Amount As % of Amount
Consolidated (` Consolidated (`
net Assets in Lacs) Profit or Loss in Lacs)
Annual Report 2015-16 | 127
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) - -
Sr. Name of Subsidiary Company Net Assets i.e total Assets Share in ProfitNo. minus total Liabilities or Loss
As % of Amount As % of Amount
Consolidated (` Consolidated (`
net Assets in Lacs) Profit or Loss in Lacs)
128 | Cox & Kings Limited
Sr. Name of Subsidiary Company Net Assets i.e total Assets Share in ProfitNo. minus total Liabilities or Loss
As % of Amount As % of Amount
Consolidated (` Consolidated (`
net Assets in Lacs) Profit or Loss in Lacs)
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) - -
Annual Report 2015-16 | 129
Salient Features of Financial Statements of Subsidiary / Associates/ Joint VenturesAs Per Companies Act, 2103
PART “A” : SUBSIDIARIES
Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % ofNo. 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)
130 | Cox & Kings Limited
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
Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % ofNo. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share
Surplus Income Taxation Taxation taxation holding
Annual Report 2015-16 | 131
Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % ofNo. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share
Surplus Income Taxation Taxation taxation holding
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
132 | Cox & Kings Limited
Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % ofNo. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share
Surplus Income Taxation Taxation taxation holding
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 - - - - -
Annual Report 2015-16 | 133
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
Sr. Name of Subsidiary Company Reporting Share Reserve Total Total Invest- Turnover/ Profit Provision Profit Proposed % ofNo. Currency Capital & Assets Liabilities ments Total Before For after Dividend Share
Surplus Income Taxation Taxation taxation holding
134 | Cox & Kings Limited
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
Annual Report 2015-16 | 135
Part “B”: Associates & Joint Ventures
Sr. Name of Associate Shares of Associate held by the Profit/Loss for the yearNo. company on the year end
Last No. Amount Extend Networth Considered Not Description Reasonaudited of of attributable in Consoli- Considered of how why theBalance investment Holding to Share- dation in there is associateSheet Date in Associates % holding (` In Lacs) Consoli- significant is not
(` in Lacs) as per latest dation influence consoli-audited (` In Lacs) datedBalanceSheet
(` 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.
136 | Cox & Kings Limited
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.
Auditor’s Responsibility
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
Annual Report 2015-16 | 137
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.
For Chaturvedi & ShahChartered AccountantsFirm Registration No. 101720W
Amit ChaturvediPlace : Mumbai PartnerDated : May 20, 2016 Membership No. 103141
138 | Cox & Kings Limited
“Annexure A” to Independent Auditors’ Report referred to in paragraph 2(f) under the heading “Report on other legal and
regulatory requirements” of our report of even date.
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.
Auditor’s Responsibility
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
Annual Report 2015-16 | 139
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.
For Chaturvedi & Shah
Chartered Accountants
Firm Registration No. 101720W
Amit Chaturvedi
Place : Mumbai Partner
Dated : May 20, 2016 Membership No. 103141
140 | Cox & Kings Limited
Consolidated Balance Sheetas at March 31, 2016
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 KerkarPartner Director DirectorMembership No. 103141 DIN: 00021210 DIN: 00202891
Rashmi Jain Anil KhandelwalDate : May 20, 2016 Company Secretary C.F.O.Place : Mumbai Membership No. 18978 Membership No. 106260
(` in Lacs)
Particulars Note As at March 31
No. 2016 2015
EQUITY AND LIABILITIES
Shareholder’s FundsShare 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 LiabilitiesLong-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 LiabilitiesShort-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 assetsFixed assets
Tangible 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 assetsCurrent 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
Annual Report 2015-16 | 141
Consolidated Statement of Profit & Lossfor the year ended March 31, 2016
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 KerkarPartner Director DirectorMembership No. 103141 DIN: 00021210 DIN: 00202891
Rashmi Jain Anil KhandelwalDate : May 20, 2016 Company Secretary C.F.O.Place : Mumbai Membership No. 18978 Membership No. 106260
(` in Lacs)
Particulars Note For the year ended March 31
No. 2016 2015
INCOME
Revenue from operations 21 235,191 256,909
Other Income 22 3,012 5,345
Total Revenue 238,203 262,255
EXPENDITURE
Employee benefit expenses 23 83,103 91,400
Finance costs 24 25,367 32,435
Depreciation and amortization expense 11 & 12 14,851 19,831
Other expenses 25 65,399 64,358
Total Expenses 188,720 208,024
Profit before exceptional items and tax 49,483 54,231
Less:- 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 10,244
c) Goodwill write off for subsidiary sold 74,767 55,186
d) Others 2,620 425
34,059 30,866
Profit/(Loss) before tax 15,424 23,366
Tax Expenses:
Current tax 15,498 17,637
Deferred tax 394 (2,036)
Current tax expenses relating to prior years 4 (1,275)
Profit/(Loss) after tax for the year (472) 9,039
Add : 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): 30
Basic (In `) 3.19 6.22
Diluted (In `) 3.05 5.92
Significant accounting policies and notes to the financial statements - 1 to 36
142 | Cox & Kings Limited
Cash Flow Statement for the year ended March 31, 2016
(` in lacs)
Particulars For the year ended March 31
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
Annual Report 2015-16 | 143
As per our report of even date
For Chaturvedi & Shah For and on behalf of the Board
Chartered Accountants
Firm Registration No. 101720W
Amit Chaturvedi Urrshila Kerkar Peter Kerkar
Partner Director Director
Membership 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
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 financial
statements.
Significant accounting policies and notes to the financial statements - 1 to 36
(` in lacs)
Particulars For the year ended March 31
2016 2015
144 | Cox & Kings Limited
Significant Accounting Policies
A. Basis of Preparation of Consolidated Financial Statements
These consolidated financial statements have been prepared to comply with the generally accepted Accounting
Principles in India (Indian GAAP), including the accounting Standards notified under the relevant provisions of the
companies Act, 2013.
B. Principles of consolidation
• The financial statements of the Company and its subsidiary companies (which are not in the nature of joint
ventures) 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 resulting
in 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 at
the average rate prevailing during the period. All assets and liabilities are converted at rates prevailing at the
end of the period. Any exchange difference arising on consolidation is recognised in the foreign exchange
translation reserve.
• The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition
of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case
may be.
• Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against
the 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 consolidated
balance 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% of
equity, 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, after
eliminating unrealized profits and losses resulting from transactions between the Company and its associates
to the extent of its share, through its profit and loss account to the extent such change is attributable to the
associates’ 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 of
acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve as
the case may be.
• In case of joint venture companies (JVC’s), the consolidated financial statements include the interest of the
company in JVC’s, which has been accounted for using the proportionate consolidation method of accounting
and reporting whereby the Company’s share of each of the assets, liabilities, income and expenses of a jointly
controlled 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 like
transactions and other events in similar circumstances and are presented in the same manner as the Company’s
separate 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 basis
except certain fixed assets which are stated at fair value and comply with the generally accepted accounting
principles in India and the applicable accounting standards. The financial statements of the foreign subsidiaries are
prepared as per the Financial Reporting Standards prevalent in respective countries. Accordingly, United Kingdom
based subsidiaries are prepared in accordance with the UK financial reporting standards, UAE based subsidiary
company are prepared in accordance with International Financial Reporting Standards, Singapore based subsidiaries
are prepared in accordance with the Singapore Financial Reporting Standards and Australia based subsidiaries are
prepared in accordance with the Australia Financial Reporting Standards.
Annual Report 2015-16 | 145
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%
146 | Cox & Kings Limited
• 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.
Annual Report 2015-16 | 147
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2016
(` in Lacs)
Particulars As at March 31
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:
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.
148 | Cox & Kings Limited
(` in Lacs)
(` in Lacs)1.4 Money Received against Share Warrant:
Particulars As at March 31
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.
2. Reserves And Surplus
Particulars As at March 31
2016 2015
Capital Reserves
As per last Balance Sheet 30 30
Add/(Less) : during the year 12 18 -
30
Securities Premium Account:
As per last Balance Sheet 169,494 73,824
Add : Premium on Shares issued during the year through QIP - 98,361
Less : NCDs, QIP issue expenses 1,253 2,691
168,241 169,494
Debenture Redemption Reserve
As per last Balance Sheet 6,268 5,138
Add : Transfer from Profit & Loss 222 1,130
6,490 6,268
Revaluation Reserve:
As per last Balance Sheet 828 888
Add/(Less) : during the year 33 (59)
861 828
Foreign Exchange Translation Reserve:
As per last Balance Sheet (18,267) 5,912
Additions 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 3,437
Less : Adjustment to depreciation as per transitional provision ofPart C paragraph 7 (b) of schedule II of the Companies Act, 2013(Refer note no. 11.2) - 322
3,115 3,115
Surplus i.e. Balance in Profit and Loss statement
As per last Balance Sheet 84,755 79,434
Add : Profit for the year 5,394 9,178
Less : Appropriations
Debenture Redemption Reserve 222 1,130
Movement as a result of change in GAAP** 11,598 -
Annual Report 2015-16 | 149
3. Long Term Borrowings
Particulars As at March 31, 2016 As at March 31, 2015
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 1,693
Tax on Proposed Dividend 345 354
Transfer to Statutory Reserve 671 -
Transfer to Foreign Exchange Translation Reserve (170) -
Actuarial gain on Pension Scheme - 680
75,790 84,755
Total 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.
2. Reserves And Surplus
Particulars As at March 31
2016 2015
(` in Lacs)
150 | Cox & Kings Limited
6. Long-Term Provisions
Particulars As at March 31
2016 2015
Provision for Employee Benefits 1,719 1,431
Total 1,719 1,431
(` in Lacs)
4. Deferred Tax Liability (Net)
Particulars As at March 31
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:
Particulars As at March 31
2016 2015
Unearned Revenue 291 291
291 291
(` in Lacs)
Annual Report 2015-16 | 151
(` in Lacs)
8. Trade Payables
Particulars As at March 31
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.
Particulars As at March 31
2016 2015
1 The principal amount remaining unpaid to supplier as at the end of
accounting year 3.43 -
2 The interest due thereon remaining unpaid to supplier as at the end of
accounting 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 during
the 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 are
actually paid to the small enterprise, for the purpose of disallowance as
a 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
Particulars As at March 31
2016 2015
(` in Lacs)
(` in Lacs)
152 | Cox & Kings Limited
9. Other Current Liabilities
Particulars As at March 31
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
Particulars As at March 31
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
(` in Lacs)
Annual Report 2015-16 | 153
(` in Lacs)
(` in Lacs)
11.Fixed Assets - Tangible
Description of Assets
Cost
Depreciation
Net Block
As at
AdditionsDisposals/As at
As atFor the year
On
As at
As at
As at
01.04.2015 during Adjustment31.03.201601.04.2015
disposals/31.03.201631.03.201631.03.2015
the yearduring the year
adjustment
Owned Assets
Leas
eh
old
Lan
d2
,61
0 -
28
6
2,3
24
27
53
26
51
22
,31
12
,33
5
Lan
d &
Bu
ildin
g
13
7,2
53
4,0
76
40
0
1
40
,92
9
6,7
59
98
1
3,8
46
3,8
93
13
7,0
36
13
0,4
94
Co
mp
ute
rs 1
6,6
90
4,1
97
2
,31
4
18
,57
2
10
,02
8 2
,14
2
(2
24
)
12
,39
4
6,1
78
6
,66
2
Ele
ctri
cal
Eq
uip
me
nts
3
,71
61
98
68
3
,84
6
1,6
52
29
2
(71
)
2,0
14
1
,83
2
2,0
65
Off
ice
Eq
uip
me
nts
3,6
73
10
4
6
95
3
,08
2
1,9
98
34
5
63
2
,27
9
8
02
1
,67
5
Furn
itu
re &
Fix
ture
s1
3,1
34
5,4
79
1
,31
6
17
,29
7
4,7
17
3,6
28
1
,78
3
6,5
62
1
0,7
35
8
,41
6
Mo
tor
Car
6
35
83
(
11
3)
83
1
3
88
84
(14
7)
61
9
2
13
24
6
Leased Assets
Leas
e H
old
Im
pro
vem
en
t 2
0,1
23
1,0
22
87
6
2
0,2
68
2
,71
18
59
53
9
3,0
30
1
7,2
38
1
7,4
12
Total Amount (`)
197,834
15,159 5,842 207,149 28,526
8,334
6,056 30,803
176,345
169,305
Pre
vio
us
Year
3
00
,30
91
0,6
70
1
13
,14
7
1
97
,83
4
71
,48
8 1
5,6
14
5
8,5
75
2
8,5
28
16
9,3
05
22
8,8
22
Ad
d:
Cap
ital
Wo
rk I
n P
rog
ress
- T
ang
ible
3
,98
41
,56
2
11
.1D
isp
osa
l/A
dju
stm
en
ts t
o g
ross
blo
ck i
ncl
ud
es `
6,6
81
la
cs (
Pre
vio
us
yea
r `
19
,29
9 l
acs
) a
nd
de
pre
cia
tio
n a
dju
stm
en
ts i
ncl
ud
es `
1,9
57
la
cs (
Pre
vio
us
yea
r `
4,2
83
la
cs)
on
acc
ou
nt
of
fore
ign
exc
han
ge
dif
fere
nce
on
co
nso
lidat
ion
.
11
.2P
urs
uan
t to
th
e e
nac
tme
nt
of
Co
mp
anie
s A
ct 2
01
3,
the
Co
mp
any
had
ap
pli
ed
th
e e
stim
ate
d u
sefu
l li
ves
as s
pe
cifi
ed
in
Sch
ed
ule
II
fro
m A
pri
l 1
, 2
01
4.
Acc
ord
ing
ly t
he
un
amo
rtis
ed
car
ryin
g v
alu
e i
s b
ein
g d
ep
reci
ate
d o
ver
the
re
mai
nin
g u
sefu
l liv
es.
Th
e w
ritt
en
do
wn
val
ue
of
fixe
d A
sse
ts w
ho
se l
ive
s h
ave
exp
ire
d a
s at
Ap
ril
1,
20
14
hav
eb
ee
n a
dju
ste
d n
et
of
tax,
in
th
e o
pe
nin
g G
en
era
l R
ese
rve
s o
f FY
20
14
-15
am
ou
nti
ng
to
`3
22
Lac
s.
12.Fixed Assets - Intangible
Description of Assets
Cost
Amortisation
Net Block
As at
AdditionsDeletions/
As at
As atFor the yearDeletions/
As at
As at
As at
01.04.2015 during theAdjustment31.03.201601.04.2015
adjustment31.03.201631.03.201631.03.2015
yearduring the year
Owned Assets
(Other than internally
generated)
Co
mp
ute
r S
oft
war
e 2
6,9
04
37
,37
1
4
0,7
35
23
,54
01
1,4
80
6,4
22
6
,37
7
1
1,5
24
12
,01
51
5,4
24
Vid
eo
4
74
-
-
47
4
31
19
5
-
4
05
6
9
1
63
Tra
de
mar
k
31
-
-
31
11
1
-
12
2
02
2
Total Amount (`)
27,409
37,371 40,735 24,045 11,802
6,518 6,377 11,941
12,104
15,609
Pre
vio
us
Year
2
3,0
05
10
,61
7
6,2
12
27
,41
0
1
2,4
88
4,4
52
5
,13
9
1
1,8
01
15
,61
0
Ad
d: C
apit
al W
ork
In P
rog
ress
- In
tan
gib
le2
1,9
38
15
,67
8
12
.1D
isp
osa
l/A
dju
stm
en
ts t
o g
ross
blo
ck i
ncl
ud
es `
1,0
16
lac
s (P
revi
ou
s ye
ar `
1,1
05
lac
s) a
nd
de
pre
ciat
ion
ad
just
me
nts
in
clu
de
s `
65
7 l
acs
(Pre
vio
us
year
`9
40
lac
s) o
n a
cco
un
to
f fo
reig
n e
xch
ang
e d
iffe
ren
ce o
n c
on
soli
dat
ion
.
12
.2In
tan
gib
le u
nd
er
de
ve
lop
me
nt
an
d a
dd
itio
ns
incl
ud
e E
mp
loy
ee
Be
ne
fit
Exp
en
ses
Ca
pit
ali
sed
`3
67
La
cs (
Pre
vio
us
ye
ar `
44
2 L
acs
) a
nd
Re
nt
Ca
pit
ali
sed
`2
10
La
cs(P
revi
ou
s ye
ar `
22
7 L
acs)
154 | Cox & Kings Limited
(` in Lacs)
Particulars As at March 31
2016 2015
Non CURRENT INVESTMENTS (Unquoted, Non Trade)
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
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
Aggregate Amount of unquoted investments 9,216 3,241
**Pledge against the loans taken from Banks/Financial Institutions by Company/Subsidiaries.
13. Non Current Investments
(` in Lacs)
Particulars As at March 31
2016 2015
14. Long Term Loans And Advances
(Unsecured and considered good)
Deposits (Including Security & EMD Deposits) 2,899 1,423
Total 2,899 1,423
Annual Report 2015-16 | 155
(` in Lacs)
Particulars As at March 31
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
Ezeego One Travel and Tours Limited 1,000 1,000
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)
Particulars As at March 31
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
Particulars As at March 31
2016 2015
(Unsecured and considered good)
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
18. Cash and Bank Balance
Particulars As at March 31
2016 2015
Cash and Cash Equivalent
Balances with banks
In Current Accounts 92,968 98,412
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 845 681
106,775 109,486
(` in Lacs)
(` in Lacs)
(` in Lacs)
156 | Cox & Kings Limited
18. Cash and Bank Balance (contd.)
Particulars As at March 31
2016 2015
Other Bank Balance
Margin Money Deposit 1,837 24,149
(Given as security for Bank Guarantee & Overdraft limits)
Fixed Deposits* 75,810 6,932
*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)
Particulars For the year ended March 31
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)
Particulars As at March 31
2016 2015
19. Short Term Loans and Advances
(Unsecured and considered good)
Loans and Advances to related parties (Refer Note No. 27) 5,380 6,662
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)
Particulars As at March 31
2016 2015
20. Other Current Assets
Others 165 165
Total 165 165
Annual Report 2015-16 | 157
(` in Lacs)
Particulars For the year ended March 31
2016 2015
22. Other Income
Interest
From Current Investment 656 552
From Banks 207 147
From Others 1,304 3,936
Dividend
From Current Investment 18 50
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
Particulars For the year ended March 31
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
Particulars For the year ended March 31
2016 2015
Interest expense 23,465 29,428
Other borrowing costs 1,901 3,007
Total 25,367 32,435
25. Other Expenses
Particulars For the year ended March 31
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)
158 | Cox & Kings Limited
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:
Particulars As at March 31
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.)
Particulars For the year ended March 31
2016 2015
(` in Lacs)
(` in Lacs)
Annual Report 2015-16 | 159
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 and
relationship.
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)
160 | Cox & Kings Limited
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)
Annual Report 2015-16 | 161
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)
162 | Cox & Kings Limited
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)
Particulars As at March 31
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:
Particulars As at March 31
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/-
Annual Report 2015-16 | 163
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)
Particulars Amount in foreign Currency Equivalent amount
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)
Particulars Amount in foreign Currency Equivalent amount
As at March 31 As at March 31
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
164 | Cox & Kings Limited
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
As at March 31 As at March 31
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)
Particulars As at March 31
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%
Annual Report 2015-16 | 165
• 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%
Step down subsidiaries :
- Prometheon Singapore Pte Ltd Singapore 100%
Step down subsidiaries :
- Cox & Kings Global ServicesManagement (Singapore) Pte. Ltd. Singapore 100%
Step down subsidiaries :
- 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%
Step down subsidiaries :
- East India Travel Company Inc. USA 100%
- Cox and Kings DestinationManagement Services Ltd. UK 100%
- Prometheon Australia Pty Ltd Australia 100%
Step down subsidiaries :
- Cox and Kings Nordic PTY Ltd. Australia 100%
- Tempo Holidays PTY Ltd Australia 100%
Step down subsidiaries :
- 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%
Name of Subsidiary Company Country of Incorporation Proportion of ownership interest
166 | Cox & Kings Limited
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%
Name of Subsidiary Company Country of Incorporation Proportion of ownership interest
Annual Report 2015-16 | 167
Name of Subsidiary Company Country of Incorporation Proportion of ownership interest
- 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 Und
Reisevermittlungs 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 of
acquisition 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%
168 | Cox & Kings Limited
(` in Lacs)
Particulars As at March 31
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 andexceptional 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%
Annual Report 2015-16 | 169
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.
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