date: september 24, 2018 to,...key statistics cox & kings ltd., established in 1758, is present...

•

RASHMI JA COMPANY SECRE

Date: September 24, 2018

To,

BSE Limited, National Stock Exchange of India Limited Listing Department, Listing Department, 14th Floor, P.J. Tower, Exchange Plaza, Dalal Street, Bandra-Kurla Complex, Mumbai - 400 001

Bandra-East, Mumbai - 400 051 Scrip Code: 533144

Scrip Code: COX&KINGS

Dear Sir,

Sub: Corrigendum to the Annual Report for the Financial Year 2017-18

This has reference to the caption subject, we hereby inform you that certain inadvertent, typographical printing and typing errors were noticed in the Annual Report 2017-18 after the same were dispatched to the Members/Shareholders through courier and electronic mode on 5th September, 2018. A Corrigendum has accordingly been published/released on 21st September, 2018, in Local Newspapers viz. Business Standard (English Newspaper) and Navshakti (Marathi Newspaper).

As such, in compliance with Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the corrigendum published on 21st September, 2018, for your reference and record.

We further wish to inform you that the said corrections has no impact on the statement of profit & loss account of the company for the financial year ended 31st March, 2018 and that this corrigendum should be read in conjunction with the printed Annual Report 2017-18. Except for the specific changes as mentioned in the corrigendum, there is no other revision in the printed Annual Report 2017-18.

In this Connection, we sincerely regret for the inconvenience caused.

Thanking You,

Yours Faithfully, For COX & KINGS LIMITED

COX & KINGS LIMITED REGISTERED OFFICE Turner Morrison Building 16 Bank Street, Fort. Mumbai 400 001, INDIA. Tel +91 22 22709100. Fax : +91 22 22709161 www.coxandkings.com • CIN L63040MH1939P1C011352

EMBER 2018

'Cox a Rams ) ,ftwebr., ,

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Cox & KINGS LIMITED Registered Office: Turner Morrison Building, e Floor

16, Bank Street, Fort, Mumbai - 400 001. CIN: L63040MH1939PL0211352

CORRIGENDUM TO THE ANNUAL REPORT OF COX & KINGS UMITED (THE COMPANY) FOR THE FINANCIAL YEAR -2017-18

FOR THE ATTENTION OF THE SHAREHOLDERS OF THE COMPANY

The shareholders of the Company are requested to note the printing in with conedim i as appearing hereunder with respect to and continuation

the Annaul report of the Company for the Financial Year 2017-18 which has already been dispatched tothe Members. 1. Consolidated Cash FlowStatement fortheyearended May631,2018

Particulars For the year ended

March 31,2013

For the year ended

March 31,2017

Cash Flow from Operating Activities Adjustment for: Foreign Exchange Gain/ Loss on Translation (32,072) 16,135

Cash Flow from Financing Activities Repayment of Long Term Borrowing (193,906) (54,547)

Change in liability arising from firtandng activities

1st April 2017

Cash flow

Foreign Exchange on Translation

31st March 2018

Borrowings - Non Current 280,989 59,645 (14,876) 236,220

2. Consolidated Reserves and surpluses at March 31,2018 12. Reserves and Surplus As at

March 31, 2018 As at '

March 31.2011

(Vii) Retained Earnings Opening Balance 89,626 76,369

Profit for the year 44,387 14,696

Non-Controlling Interest adjusted through Retained Earnings (26,8671 -

Transfer from Retained Earnings to Statutory Reserve 671

DMdend including Dividend Distribution Tax (2,140) (2,110)

Impact on change in Controlling Interest (6,728)

Profit on sale of investments 62,036 -

Closing Balance 160,294 89,626

The above printing errors does not have any financial impact on the Audited Accounts of the Company. All other information in the Annual Report remains unchanged. This corrigendum should be read in conjunction with the printed annual reports. The corrigendum and updated version of the said annual report are available on the website of the Company. We sincerely regret inconvenience caused in the matter.

By the order of Board For Cox & Kings Ltd

Sd/- Place : Mumbai (Rashmi lain) Date : 21.09.2018 Company Secretary

.-..1••••••••••••. •••••...

September 27, 2018

To

BSE Limited, Listing Department, 14th Floor, P.J. Tower, Dalal Street, Mumbai -400 001 Scrip Code: 533144

National Stock Exchange of India Limited Listing Department, Exchange Plaza, Bandra-Kurla Complex, Bandra-East, Mumbai - 400 051 Scrip Code: COX&KINGS

Dear Sir/Madam,

Sub: Submission of Annual Report for FY 2017-18

Kindly find enclosed Annual Report for the financial year 2017-18 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation duly approved and adopted by the members.

We request you to take the above on records.

Yours faithfully, For Cox & Kings L

Rashmi Company Secret rY

End: as above

COX & KINGS LIMITED Random:. OFRCE : Turner Morrison Building 16 Bank Street, Fort, Mumbai 400 001, INDIA • Tel 91 22 22709100. Fax : +91 22 22709161 www.coxandkings.com . CIN L63040MH1939PLC011352

A N N U A LR E P O R T

2 0 1 7 - 2 0 1 8

REIMAGININGGROWTH

REALIGNINGVALUE

Statutory Reports

Management Discussion and Analysis Report 22

Directors’ Report 32

Business Responsibility Report 59

Corporate Governance Report 67

Financial Statements

Standalone 96

Consolidated 157

Corporate Overview

Business Overview

Leisure – India 02

Leisure – International 04

Meininger 06

Education Travel 08

Cox & Kings Financial Service Limited 11

Corporate Social Responsibility 12

Chairman’s Communiqué 14

Group CEO’s Message 15

Board of Directors 16

Financial Highlights 18

Corporate Information 20

Forward-looking statementIn this Annual Report, we have disclosed forward-looking information to enable investors to appraise our prospects and take investment decisions. This Report and other statements – written and oral – that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance. Although we have been prudent in our assumptions, we cannot guarantee that these forward-looking statements will be realised. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could materially vary from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future events or otherwise.

Contents

Key StatisticsCox & Kings Ltd., established in 1758, is present across diverse segments of the travel vertical, including Leisure Travel, Education Travel, Hybrid Hotels, Foreign Exchange and Visa Processing.

>6,000employees

>7 Millioncustomers

Enterprise value of US$ 1.2 Billion

Revenues split across businesses (%)

Leisure India Leisure International Education Meininger Others

Total transaction value of

US$ 2.3 Billion

Offices in

>27 countries

>250own, franchisee and preferred sales agent outlets in India

FY 18

FY 17

FY 16

FY 15

FY 142

311525218

8

5

4

18

17

19

20

27

32

34

33

17

17

18

20

30

29

25

25

Leisure – IndiaC&K is the most profitable player and a dominant one in India’s outbound travel industry.

FY 2014-18 revenue growth of

15%

Net revenue growth accelerated in FY 2017-18 driven by the Meetings, Incentives, Conferences and Exhibitions (MICE) business. This business has grown at 15% CAGR in the last four years and operates at highest margins in the industry.

2 | Annual Report 2017-18

Amazing Thailand Award 2018

Innovative Product

Global Responsible Business Leadership AwardsSustainable Travel and Tour

Operator of the Year

SATTE Awards 2018Best Outbound Tour

Operator

Condè Nast Traveller India Readers’ Travel Awards

India’s Favourite Tour Operator

Sri Lankan Airline Top Agents Award

Passenger Sales

Hospitality India Awards Best Domestic Tour Operator

Best Outbound Tour Operator

Travel + Leisure Awards Best Luxury Travel Curator

India MICE Awards Best MICE Operator –

Domestic

Travel and Lifestyle Leadership Award 2017

presented by Lonely PlanetBest Outbound Tour

Operator

SATTE Awards 2017 Best Outbound Tour

Operator

World Travel Award India’s Leading Tour Operator

Asia’s Leading Luxury Tour Operator

Global Star AwardsIndia’s Accessible Travel

Specialist (For Enable Travel)

Awards 2018

Awards 2017

41,872

48,059

59,852

65,274 73,370 Net Revenues* (₹ Lakhs)

FY 18FY 17FY 16FY 15FY 14

15%CAGR

*Net revenues is gross revenues less cost of tours less agency commission.

Corporate Overview Statutory Reports Financial Statements

Cox & Kings Limited | 3Cox & Kings Limited | 3

Leisure – InternationalC&K’s Leisure – International business is growing profitably

FY 2014-18 EBITDA growth of

7.7%

With operations in five countries, this segment has shown robust scalability.


Japan

White-label wholesaler

Australia

Mid-market tour operator and Scandinavia tour specialist

Dubai

Mid-market tour operator and DMC

UK

260-year-old brand, specialist in luxury tours and a European Destination Management Company (DMC)

US

Luxury travel consultancy

14,419

16,629

18,353

16,78319,401

EBITDA (₹ Lakhs)


7.7%CAGR


Cox & Kings Limited | 5Cox & Kings Limited | 5

MeiningerCox & Kings’ owned Meininger Hotels is the disruptor in the European hotel segment.

FY 2014-18 constant currency revenue growth of

27%

2,110 bedsadded in FY 2017-18

25% increasein beds in FY 2017-18


Rapid capacity expansion

Gross revenues (€ Million)

Improving EBITDA margins for hotels (%)

FY 18

FY 18

FY 18

FY 17

FY 16

FY 15

FY 14

FY 17

FY 17

FY 16

FY 15

FY 14

Meininger is on a rapid expansion spree and has added 2,110 beds in FY 2017-18 and is set to add ~4,000 beds in FY 2018-19, charting an increase of over 35%. Yet, the average bed occupancy has remained relatively stable.

Meininger garnered revenue growth of 27% in FY 2017-18 in constant currency terms driven by both volume as well as pricing.

Year-end bed capacity (Nos.) Occupancy (%)

Hotels more than 15 months old Hotels less than 15 months old

Meininger is operating at attractive margins due to an innovative lean model. Whilst new hotel margins improved in FY 2017-18, there is tremendous operating leverage to play out in new hotels over the next few years and catch up with old hotel margins.

76

12.5

77

3.7

77

75

71

8,351

33.7

7,023

7,023

6,877

10,461

37.7

90

71

68

63

57


Cox & Kings Limited | 7

Education TravelCox & Kings’ Education Travel business is largest private player in the UK experiential learning segment.

FY 2014-18 constant currency gross revenue CAGR

7.9%

PGL capacity increased by

577 beds


Year-end bed capacity (Nos.)

Bed capacity utilisation (%)

Gross revenues (₤ Million)

FY 18

FY 18

FY 18

FY 17

FY 17

FY 17

FY 16

FY 16

FY 16

FY 15

FY 15

FY 15

FY 14

FY 14

FY 14

PGL capacity increased by 577 beds and maintained a steady growth of 5%.

Bed capacity utilisation continues to remain stable even with bed additions due to buoyancy in demand.

Better infrastructure and strong relationships with schools have led to higher growth in gross revenues relative to capacity build up.

10,294

32.1

162

9,717

33.3

152

9,368

32.7

153

9,404

33.5

144

8,521

30.9

119

4.9%CAGR

7.9%CAGR



Net interest costs (₹ Lakhs) Gross debt (₹ Lakhs)

FY 18

FY 17

FY 16

FY 15

FY 14

Net interest costs have risen marginally in FY 2017-18 but are likely to reduce in FY 2018-19

Gross debt increased in FY 2017-18 after reducing in FY 2016-17

21,333 3,98,329

17,906 3,67,389

17,490 4,10,094

27,089 3,77,978

28,051 5,58,360

C&K is focused on reducing indebtedness and realigning shareholder valueThe Company remains fully committed to its long-term vision of becoming a debt-free company.

Receivables increase, but quality under control (₹ Lakhs)

Despite the delay in collections from clients, bad debts continue to be insignificant due to the marquee client base


1,13,558

ReceivablesBad debts

49

1,17,986

5

1,39,830

173

1,82,012

4622,24,160

151


Cox & Kings Financial Service Limited (CKFSL)The demerger process of CKFSL is likely to be completed soon and its listing is imminent.

As announced last year, C&K’s foreign exchange business division is set to be demerged into a separate company, CKFSL. We have received the approval for demerger from National Company Law Tribunal (NCLT) and we expect to complete the process by following the necessary procedure. CKFSL has also received the license from the Reserve Bank of India (RBI) to commence business as a Non-banking Financial Company (NBFC). CKFSL will be primarily conducting holiday financing activities and also extend overseas education loans. The shareholders of C&K will hold 81% shares in CKFSL, with the rest being held by C&K.

The foreign exchange division will be able to chart its own growth path and along with the NBFC business, would provide shareholders an exposure to a fast-growing company with high return ratios. We are confident that the shareholders will benefit immensely in this process and appreciate our efforts to create value for them.



Corporate Social Responsibility

Education

Women empowerment

Animal welfare

Cultural restoration


Village development

Water

Environment



Chairman’s Communiqué

Dear Shareholders,

If the last few years saw businesses getting disrupted due to technology, we are now seeing another dimension of disruption in the form of trade barriers. As protectionism gains ground and immigration laws get more stringent, the free exchange of trade and resources leading to prosperity and advancement for all is being replaced with greed for some and fear for others.

Against the backdrop of unparalleled challenges such as Brexit, US trade barriers, anti-immigration policies and unemployment growth in many countries, the travel industry continues to experience high levels of activity. At C&K, we continue to benefit from this and are well positioned to scale up. As we embark on a new journey of holiday financing through Cox & Kings Financial Service Limited (CKFSL), I am confident that it will not only benefit our shareholders to leverage another area of business, but also strengthen our Leisure – India retail segment.

I would like to express my gratitude to the entire staff and shareholders of C&K.

Anthony B. M. Good OBEChairman


Group CEO’s MessageReimagining growth, realigning value

C&K has always been dynamic and responsive to market changes. We have undergone transformation whenever we thought we had to be in sync with changing trends in the business segments we are present in. Over the years, we have shed businesses that were not in sync with our vision and sometimes changed track when market forces were being disruptive to avoid slowing down. This dynamism has made us scale our business beyond travel and broaden our presence in hospitality. As we continue on this path, we are happy to widen our presence into travel financing, which we think will catapult the C&K brand from being ubiquitous with travel to having a stronger association with holidays.

FY 2017-18 witnessed a major transformational reform in the history of India as the Goods and Services Tax (GST) came into effect from July 01, 2017. As with any transformation, businesses took time to navigate through the complex GST processes, which led to temporary impact on sales and collections. With the processes now getting simplified and streamlined, the actual benefits of GST would be felt hereon. The accessibility to technology has made most retail businesses move online. But with customers getting more demanding, the need to connect physically is becoming more important in India. Hence, across industries, we have seen online players developing an offline footprint either through tie-ups or acquisitions. In the travel industry, as the culture of going on holidays through attractive financing schemes gains ground, customers are demanding value for money than just choosing cheaper holiday packages. Thus, the services offered by C&K through its nationwide outlets are appreciated and well accepted by customers. Consequently, our Leisure – India business revenues grew by 12.4% in FY 2017-18, faster than the 9.1% growth in FY 2016-17.

In the UK, Brexit continued to pose some challenges to our Education business. However, we executed well and reversed the trend in revenues with a constant currency growth of 6.6% in FY 2017-18 against a decline in FY 2016-17. We capitalised on the strong growth and invested in the business. We are seizing the opportunity that Europe presents as a leading tourist region to our Hybrid hotels business. In Meininger, the pace

Dear Shareholders,In the past few years, we have been emphasising how the world and hence businesses are fast changing and how we have adapted to this dynamic situation. FY 2017-18 was no different and it presented us with opportunities as well as challenges. At C&K, we grabbed the opportunities with both hands, grew revenues faster than in the previous year and waded through the challenges by adapting ourselves to suit customer requirements.

of expansion accelerated as we added nearly 25% additional beds and we are set to further increase the bed capacity by over 40% in FY 2018-19. I think Meininger has strong legs and will cover a long distance in the next few years. Our Leisure – International business is stable but is delivering higher margins.

Thus, FY 2017-18 can be best summed up as a year in which we waded through the changes in the business landscape and didn’t desist from investing in strengthening our brand in India and expanding our management bandwidth in Meininger. I am sure you will see our efforts bear fruit in FY 2018-19 and beyond.

C&K remains a growth focused company but we are now prioritising the quality of our business. As we envision our future, we are reimagining growth and will focus on high growth businesses that have the potential to deliver higher return ratios. The high intensity of competition in the Indian travel retail segment is taking a different shape and allowing us to focus on our strengths. Thus, we will focus on group holiday packages for the retail segment. We are leaders in the high growth MICE segment and we will continue to maintain a balance without capital efficiency becoming a trade-off. We are aware of the challenges in growing the retail segment. However, our efforts in promoting our strong travel franchise, along with holiday financing, should enable us to strike a balance between our B2B and B2C presence over the next few years.

I would like to personally appreciate the effort put in by each and every member of our team across different countries to ensure continued growth in our businesses. I look forward to FY 2018-19 with plenty of excitement as the demerger of the forex business and the commencement of the NBFC business takes shape. I sincerely believe that our shareholders will benefit immensely from these initiatives. I would like to thank all the shareholders for their faith and I am optimistic that our emphasis on reimagining growth and realigning value will bring rich rewards to all stakeholders.

Peter KerkarGroup CEO



Board of Directors

Left to rightM. Narayanan, Urrshila Kerkar, Pesi Patel, ABM Good, Peter Kerkar and S. C. Bhargava


Mr. A. B. M. GoodPromoter and Non-Executive Chairman

After being a management trainee with the Distillers Group, Mr. A. B. M. Good ventured into the field of journalism, where he spent five years first as a Public Relations Officer and later in a group marketing role with the then largest independent airline group in the UK. In this capacity, he was involved in setting up a tour operating subsidiary. Mr. Good formed the Good Relations Group in 1962 and floated it on the London Stock Exchange in 1982. In 1970, he was commissioned by Grindlays Bank to turn C&K, UK, into a long-haul tour operator specialising in India. He was appointed to the Board of C&K in 1971 and became the Chairman in 1975. Under his astute guidance, the Company imbibed quality standards and practices.

He is a Fellow Member of Chartered Institute of Public Relations and Honorary Life Fellow Member of the Institute of Directors.

Mr. Peter Kerkar Promoter and Non- Executive Director

Mr. Peter Kerkar has been intimately involved in the growth of the C & K Group and was responsible for its transformation from a business travel and shipping and forwarding agency to one of the leading leisure players in the industry. He is the driving force behind the Company’s initiatives in the geographies in which it operates today. He is based in the UK and is responsible for the Company’s overall leadership, strategy, global centralised buying and international growth. In this role, he has been actively involved in the identification of new opportunities. Under his leadership, the Company is now positioned as the premier travel company in India as well as a brand leader in the premium market segment in the UK, US and Japan. He is a graduate in Arts (B.A.) with distinction in Economics and Anthropology from Stanford University, US.

Ms. Urrshila Kerkar Promoter and Whole Time Director

Prior to joining the Company in 1990, Ms. Urrshila Kerkar was running her own enterprise, a graphic design and production house, which has won over 20 international awards for design. She initially worked with C&K in an advisory role on marketing and brochure design from 1985. Her role was extended when she joined the Company in 1999 and was made in-charge of its Indian operations. Ms. Kerkar has been at the forefront of the Company’s growth, playing a vital role in the development of Outbound Leisure and Domestic Leisure businesses and is the driving force behind the Company’s IT vision. She has been directly involved and responsible for the day-to-day management of the Company and for all the marketing and design initiatives of

the Group. She is a graduate in Arts (B.A. Hons), specialising in Economics and Psychology, from Mumbai University and holds an associate degree from Pratt University, NY, USA, in Graphic Design. In October 2015, she was awarded the ‘Game Changer of the Year’ by India Travel Awards.

Mr. Pesi PatelIndependent Director and Member of the Board Audit Committee

Mr. Pesi Patel started his career with the family’s industrial products manufacturing business. He oversaw the sales and marketing of the products and led the division in manufacturing these products. Ultimately in 1982, Mr. Patel gained responsibility for running the entire Company. Under his leadership, the Company experienced growth both structurally and financially. He is a graduate in Commerce (B.Com) from Mumbai University.

Mr. M. Narayanan Independent Director and Chairman of the Board Audit Committee

Mr. M. Narayanan had served as the Chairman and Managing Director with Tourism Finance Corporation of India Limited between July 2004 and September 2006. He also occupied the position of General Manager, Industrial Finance Corporation of India, and held senior management positions in IFCI and Bank of Baroda. Mr. Narayanan started his professional career with the Reserve Bank of India in June 1964. The Institute of Economic Studies, New Delhi, conferred him with UDYOG Rattan Award in the year 2005 for excellence in performance.

Mr. Narayanan is a post graduate in Commerce (M.Com) and holds a degree in Law. He is also a Certified Associate of Indian Institute of Bankers (CAIIB).

Mr. Subhash Chandra Bhargava Independent Director and Member of Board Audit Committee

Mr. Subhash Chandra Bhargava has over 40 years of experience and knowledge in the field of Banking and Finance. He had held a number of leadership roles within Life Insurance Corporation of India. He has served as Executive Director (Investment) with the Life Insurance Corporation of India, wherein he was responsible for looking after investment functions such as debt, equity, monitoring corporate sector, investment in infrastructure as well as social sector, which involved dealing with State Government bodies and Central Government Undertakings etc. He is a graduate in Commerce (B.Com) from Delhi University and is a Fellow of the Institute of Chartered Accountants of India.



Financial Highlights

₹ in LakhsParticulars FY 2017-18 FY 2016-17 FY 2015-16

Operating profileGross revenues 645,055 717,629 750,530 Net revenues 239,930 217,940 240,768 Net revenues (continuing operations) 239,930 217,940 209,086 EBITDA (continuing operations)* 88,534 85,147 81,390 PBT excluding exceptional items* 57,318 57,707 44,029 Exceptional expenses** 2,074 1,087 34,059 PBT 69,138 39,563 14,873 PAT before minority interest 44,404 21,174 (886)PAT after minority interest 37,676 14,696 5,068 Financial positionTotal non-current assets 502,624 431,663 488,958 Shareholder's fundsShare capital 8,828 8,828 8,466 Reserves & Surplus 319,442 251,121 237,546 Minority interest 100,354 60,637 63,929 Dividend (%) 20 20 20 Dividend 2,162 2,162 2,047 RatiosEBITDA* margin as % of gross revenues 13.7% 11.9% 10.8%EBITDA* margin as % of net revenues 36.9% 39.1% 33.8%PAT margin (%)* 5.4% 5.6% 4.4%Earnings per share (₹) 21.3 8.3 2.9 Book value per share (₹) 186 147 145Net debt/shareholder's funds (₹) 0.5 0.6 0.7

*Excluding gains or losses on foreign exchange.

**Exceptional items for FY 2017-18 include loss on sale of subsidiary and expenditure on branding exercise, exceptional items for FY 2016-17 reflect cost of relocation of the corporate office of Holiday Break Limited, UK, and expense in course of adoption of IFRS and write-off of unamortised debt issue cost of ₹1,087 Lakhs and exceptional items for FY 2015-16 include net loss of ₹30,280 Lakhs on sale of subsidiaries, cancellation charges of forward contracts on prepayment of loans of ₹1,159 Lakhs and other exceptional costs of ₹2,620 Lakhs.


FY 18

FY 18

FY 18

FY 17

FY 17

FY 17

FY 16

FY 16

FY 16

2,39,930

57,318

21.33

88,534

37,676

0.5

2,17,940

57,706

8.32

85,147

14,696

0.6

2,09,086

44,029

2.87

81,390

5,068

0.7

Net revenues from continuing operations (₹ Lakhs)

PBT ex-forex gains and exceptional items (₹ Lakhs)

Earnings per share (₹)

EBITDA (continuing operations) (₹ Lakhs)

PAT after minority interest (₹ Lakhs)

Net debt/shareholder’s funds (X)



Corporate Information

BOARD OF DIRECTORS A. B. M. Good Non Executive Chairman Peter Kerkar Non Executive DirectorUrrshila Kerkar Executive DirectorPesi Patel Independent DirectorM. Narayanan Independent DirectorS.C. Bhargava Independent Director

BOARD COMMITTEESAudit Committee M. Narayanan Chairman A. B. M Good Member Pesi Patel Member S. C. Bhargava Member Nomination and Remuneration Committee Pesi Patel ChairmanM. Narayanan MemberA.B. M. Good MemberPeter Kerkar MemberS.C. Bhargava Member

Stakeholders Relationship Committee Pesi Patel ChairmanA. B. M Good MemberM. Narayanan Member

Corporate Social Responsibility and Governance Committee (CSR&G Committee)Urrshila Kerkar ChairmanPeter Kerkar Member S.C. Bhargava Member

Risk Management CommitteePeter Kerkar Chairman Pesi Patel Member S. C. Bhargava Member

Finance Committee Urrshila Kerkar Chairperson Peter Kerkar Member Pesi Patel Member S. C. Bhargava Member Anil Khandelwal Member

AUDITORS M/s. DTS & Associates Chartered Accountants CHIEF FINANCIAL OFFICER Anil Khandelwal COMPANY SECRETARY Rashmi Jain BANKER State Bank of India

REGISTRAR AND SHARETRANSFER AGENTSKarvy Computer Share Private Limited,Karvy Selenium Tower B,Plot 31-32, Gachibowli, Financial District,Nanakramgudu, Hyderabad - 500008.Email ID: [email protected]: + 91 040 67161572Website: www.karvy.com

For Debt Securities:Debenture Trustees:Axis Trustee Services LimitedAxis House, 2nd Floor,Bombay Dyeing Mills Compound,Pandurang Budhkar Marg,Worli, Mumbai - 400 025

REGISTERED OFFICE 1st Floor, Turner Morrison Building, 16 Bank Street, Fort, Mumbai - 400 001. Tel: +91 22 22709100 Fax: + 91 22 22709161 Email ID: [email protected] Website: www.coxandkings.com


Statutory Reports

Management Discussion and Analysis Report 22

Directors’ Report 32

Business Responsibility Report 59

Corporate Governance Report 67

Financial Statements

Standalone 96

Consolidated 157

Statutory & Financial Section


Management Discussion & Analysis

Cautionary statementStatements 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 back of subsequent developments, information or events.

FY 2017-18 summary and outlook for next yearCox & Kings has business interests spanning various geographies including India, UK, Europe, UAE, Australia, US and Japan. These diverse businesses across geographies faced various challenges in FY 2017-18 but we managed to grow all our businesses faster than in FY 2016-17 in constant currency terms. This is testament to our resilience which is achieved by being dynamic and adaptive to changes.

As the world grapples with issues like protectionism leading to trade and currency battles, alleged use of social media to influence elections and guide policy changes, threat of sanctions by developed countries against developing countries etc. there is one common theme which is dictating policy changes i.e. creating jobs. And tourism being the largest job creator is being given top priority by all countries.

Globally economies including India are seeing GDP growth rates improving but the impact of trade barriers and its effect on commodity prices is uncertain. While the EU is negotiating with the US after the latter’s announcement of imposing duty on imports, India’s stance has not been spelt out clearly. But tourism is unlikely to get impacted unless the situation escalates with visa restrictions being imposed, impeding travel. Thus, we believe, global macro trends with the exception of currency movements, are unlikely to impact Cox & Kings adversely. Also, given the job creation argument it is likely that government policies would be favourable to the tourism sector which should enable us to cruise along.

Global Travel & Tourism witnessed high levels of activity in FY 2017-18 with international tourist arrivals growing at 7% as per UNWTO World Tourism Barometer. As per World Travel & Tourism Council (WTTC), Travel & Tourism sector accounts for 10.4% of global GDP and 313 Milion jobs, which is 9.9% of total employment in 2017. Global travel spending was about $1.6 trillion in 2017 as per Phocuswright.

In this backdrop, Cox & Kings consolidated net revenues grew 9.9% yoy in FY 2017-18 more than double the growth of 4.4% in FY 2016-17 as nearly all businesses kept up the momentum. The investments in advertising to grow our India retail business and strengthening the leadership team in Meininger contained EBITDA growth at 4%. But the investments we have made should help us execute our plans to grow our revenues faster or enable us to change our business mix favourably in the next few years.

FY 1721,825

Consolidated Net Revenues (₹ Lakhs)

FY 1519,046

FY 1620,905

FY 1823,994

FY 1416,427

Leisure- India segment had to face the impact of implementation of India’s biggest tax reform, GST. While this didn’t slow our efforts in growing our business, it did impact our cash flows to a certain extent. India net revenues grew by 12% y-o-y in FY 2017-18 faster than the 9.4% growth seen in FY 2016-17 due to our dominant position in the MICE segment. Our overall international operations continued to remain steady.

Education business being pre-dominantly in UK faced some uncertainty with regard to Brexit. But our team did very well and the business recorded 6.6% y-o-y growth in net revenues in constant currency terms by not only capitalising on the peak season demand but also focusing on occupancy in the off-peak season and during weekends in PGL. We saw a revival in growth in our NST/EST line of business with gross revenues growing at 10.8% y-o-y after two years of decline in constant currency terms.

Meininger continued to expand its footprint by opening 4 new hotels including two in Germany, its first hotel in Italy and a second hotel in Netherlands in FY 2017-18. It took its bed tally to 10,461 adding 2,110 beds, an increase of 25% in bed capacity. Its gross revenues grew by 26.5% y-o-y in FY 2017-18 in constant currency terms, the highest growth it has witnessed in the past 5 years. It has undertaken an even more aggressive expansion in FY 2018-19 with plans of reaching an important milestone of ~15,000 bed capacity.



Our visa processing services business (CKGS) continued its path of improving profitability by optimising costs. It reported an EBITDA of ₹1,000 Lakhs in FY 2017-18 compared to a loss of similar amount in FY 2018-17.

Our gross debt increased by ₹19,377 Lakhs y-o-y to ₹3,90,700 Lakhs, primarily on account of an increase in receivables in the India business, which as discussed earlier saw collections getting impacted partly due to the implementation of GST. Net debt to equity stands at a comfortable 0.69x.

We had announced the demerger of the Foreign Exchange division into Cox & Kings Financial Service Limited (CKFSL) in June 2017. The Company has admitted the petition to NCLT and the matter has now been posted for final hearing on August 2, 2018. CKFSL has also received the NBFC license from the Reserve Bank of India (RBI) and is in the process of setting up the entire business to commence holiday financing and overseas education loans in FY 2018-19 itself.

Cox & Kings will continue to pursue growth aggressively but keeping the theme of Reimagining growth and Realigning value in mind. This implies that we would focus on those segments of growth that would enable us to improve return ratios and which will deliver higher value to shareholders.

Leisure – IndiaLeisure – FY 2017-18 was a year of a major transformational reform for India as the Goods and Services Tax (GST) came into effect from July 01, 2017. This preceded by the currency replacement programme in FY 2016-17 led to significant temporary slowdown in the economy with GDP growth slowing down to 5.7% in 1Q FY 2017-18 after growing at 7.1% in FY 2016-17. But we executed well and grew net revenues by 12% y-o-y in FY 2017-18 compared to 9.4% in FY 2016-17. Since then, India's GDP growth has bounced back to 7.7% in 4Q FY 2017-18. We continued to remain the most profitable travel company in India. We remain the market leaders in the MICE segment due to our strong long standing relationship with corporates.

Our leadership and strong standing in the B2B segment has given us confidence that we can now pursue market leading growth in the B2C segment. Although, we continue to be tactical and frugal, we increased our sales and advertising expenses by 25% in FY 2017-18 to ₹12,500 Lakhs. Our wide distribution network and presence in major towns in India apart from our presence in prominent cities enabled us to accelerate our growth in FY 2017-18, a trend contrary to that witnessed by the organised industry players. We intend to capitalise on our strong franchisee partner network further to launch new products and further strengthen our value proposition.

Jammu & Kashmir

Punjab

Gujarat

Maharashtra

Goa

Karnataka

Kerala Tamil Nadu

Andhra Pradesh

Telangana

Uttar Pradesh

Uttarakhand

NepalHaryana

Rajasthan

Delhi

Orissa

Jharkhand

Sikkim

Arunachal Pradesh

Nagaland

Manipur

Tripura

Meghalaya

Assam

Chhattisgarh

Bihar

West BengalMadhya Pradesh

Cox & Kings Outlets – 165 Cox & Kings Preferred Agents – 83Cox & Kings Offices – 12

India–The Widest Travel Retail Network


Outbound travelTravel & Tourism is a growth industry globally and India is no exception. Given the emphasis by travellers on experiences, travel operators along with various countries are curating holidays around experiences.

India is becoming a large market with various customer segments going on international holidays. The market is large enough for both organised (reputed brands) as well unorganised players (proprietor run outfits). Also, as the market expands the large brands like Cox & Kings and some of its offline and online peers will coexist along with numerous mom and pop travel operators. The industry would eventually evolve with large brands like Cox & Kings offering a wide bouquet of holiday options, smaller boutique outfits curating holidays with interesting experiences keeping the customers’ requirements in mind and operating in a niche market while the majority of small entrepreneur run shops will survive on the plain vanilla travel offerings with thin margins.

Technology has disrupted all industries without the exception of travel industry. Mature travellers and millennials use technology quite extensively and smartly as it subsidises their requirements but a large base of customers who are aspirational and not sophisticated (in terms of international exposure) require the assurance and assistance of an offline operator. As per a newspaper article, a local tour operator in Gujarat counts a fourth of his customers from the agriculture sector. There are numerous entrepreneurs in India managing businesses with turnover of less than ₹1,000 Lakhs who have high disposable incomes and are aspirational but enjoy travelling in groups from their own city or state and choose the services of an established brand like Cox & Kings. They are assured of a well organised itinerary and a holiday without any hiccups when they travel through Cox & Kings.

In India the trend of taking an international holiday is spreading fast into smaller cities and towns due to the following reasons

Improving connectivity - Direct flights to popular international destinations from various cities in India offer the convenience of spending lesser time on travelling to reach a destination

Simpler visa processes – Online applications without spending too much time in queues and visa on arrival have made the process quite simpler and quicker

Cheaper air travel – As more airlines including low cost airlines offer international flights from India, competition is leading to reduction in price of air tickets and offers a wider choice to travellers

Wide choice of accommodation – With the advent of online travel websites, travellers have a wider and affordable choice of accommodation including two & three star hotels apart from homestays and upscale hostels

Affordable holidays - Group tours make holiday packages affordable due to economies of scale for the tour operator

Flexible payments - Financing options, although limited presently, offer travellers the flexibility to conveniently pay for holidays

According to the Ministry of tourism in India, ~22 Milion Indian nationals travelled from India to international destinations in 2016. As per United Nations World Tourism Organisation (UNWTO) about 50 Milion Indians will travel overseas in 2020.

2013 166

2014 183

2015 204

10.2%CAGR

Indians travelling overseas (Nos. in Lakhs)

2010 130

2011 140

2012 149

2016 219

2009 111

Source: Ministry of Tourism

India is a top source market for Dubai and Sri Lanka and fourth largest for Singapore. Short haul destinations like Dubai, Thailand, Singapore and Malaysia are popular among Indians. But as affordability is improving, long haul destinations in Europe including France and Switzerland are becoming extremely popular for Indians. The long haul destinations typically would involve visits to multiple cities and hence itineraries get more complex and the role of a tour operator becomes important. As the dynamics evolve and tourist population increases, Cox & Kings will be a natural beneficiary. We endeavour to grow ahead of the market in the outbound segment.

MICEMeetings, Incentives, Conferences and Events (MICE) as a category has become immensely popular across the globe including India. According to the ITB World Travel Trends Report, MICE, as a segment, contributes to 54% of total travel market globally.

The drivers of outbound travel in India hold true for the growth in MICE segment too since there is a significant element of leisure included in MICE tours. Factors such as companies realising the importance of offering work-life balance to employees and channel partners, greater appreciation for being taken on a



fun filled holiday with colleagues and counterparts as against cash rewards by the recipient, creating long lasting memories thereby increasing association with the host organisation and building camaraderie are driving the MICE segment, which is probably the fastest growing segment within the travel industry.

Cox & Kings is a leader in the MICE segment as it has the bandwidth to cater to the differential needs of a MICE tour. Unlike, a retail package tour, MICE tours involve high degree of customisation and complexity thereby requiring more one-to-one interaction for planning the itinerary. Thus, a credible brand like Cox & Kings is preferred as execution is of prime importance since it helps in enhancing the reputation of the organisation in the minds of its employees, channel or business partners.

Cox & Kings will strive to remain the leading MICE operator in India and expects to maintain its leadership position and continue to build on its strengths.

Inbound TravelIndia, due to multiple factors including poor infrastructure, inadequate security and connectivity has not performed to its true potential in attracting inbound travellers. Although, numerous steps including improved connectivity, direct flights into key tourist places and issuance of e-visas have made travelling into India more convenient but the efforts in developing, restoring and maintaining monuments needs to step up.

As per ministry of tourism India recorded 8.8 Milion foreign tourist arrivals in 2016 and accounted for just 0.7% of international tourist arrivals globally. India earned US$ 22.92 Billion of foreign exchange from tourism. Travel & tourism segment is a major source of job creation in any country. As per World Travel & Tourism Council (WTTC), this sector accounts for 313 Milion jobs or 9.9% of total employment globally in 2017. WTTC estimates that travel & tourism supports 41.6 Milion people in India, which is 8% of total employment in 2017. Thus, this sector helps in creating livelihood and also earns valuable foreign exchange for the country. The government recognises this and is stepping up efforts to attract international tourists.

Cox & Kings is a niche operator in the inbound travel segment catering to the premium segment. But as the thrust on tourism increases by the government, we stand to gain immensely since we have operations in multiple countries.

Domestic travelDomestic tourism has caught on in India as citizens seek work-life balance and take frequent short duration trips ranging from extended weekends to a week to travel within India. Thus, there are reports that hotels are operating at historically high levels of occupancy even as two and three star hotels are becoming mainstream through online channels.

Cox & Kings is strongly positioned in the domestic market. Our Bharat Deko brand is a market leader and holds significant brand equity among the mid to mass market. In the luxury segment, our Deccan Odyssey luxury train experience is an exploration of

India's most vibrant locales, timeless traditions and unmatched wildlife and cultural diversity. We provide end-to-end solutions including air tickets, rail tickets, bus tickets, transfers, hotels, tours, attractions, sightseeing, entertainment etc.

The Indian airline sector has been carrying an average of over 110 Lakh passengers every month in the past nine months. In FY 2017-18, 1,240 Lakhs airline passengers reportedly travelled by air within India which was a growth 19% y-o-y. Due to intense competition between airlines and with the advent of online websites and airline Apps, which promise discounts and cash backs, airfares have become affordable. No wonder that India is set to become the third largest aviation market in the world.

According to hotel consultant firm Hotelivate, hotel room occupancy across the country recorded a nine-year high in FY 2017-18, touching over 67%. Due to availability of wider choice of branded hotels at price points starting from ₹1,500 – 2,000 per room night and homestays also becoming an acceptable option, domestic tourism can be enjoyed with limited budget.

As per ministry of tourism, India witnessed a total of 18,000 Lakh domestic tourist visits (multiple trips by individuals included) in 2016, which has recorded a 13.4% CAGR in the past seven years.

2013 11,425

2014 12,828

2015 14,320

2016 16,136

Domestic Tourist Visits (Nos. in Lakhs)

2010 7,477

2011 8,645

2012 10,450

2009 6,688

13.4%CAGR

Source: Ministry of Tourism

We remain positive on the long-term growth prospects of the Domestic travel business and plan to curate variety of holiday packages to track the growth of the segment.

Business TravelCox & Kings has a prominent B2B presence and caters to the travel requirements of over 200 large corporations in India. We


provide services related to domestic and international flight tickets, rail tickets, bus tickets, hotels, meals, private car-hire or taxi services, as well as travel insurance and allied travel-related services.

Cox & Kings operates out of travel desks at the corporate customers’ offices to enable us to offer customised and quicker services. These travel desks are also able to generate leads for cross selling services to employees of client organisations. This division is seeing robust demand from corporates as most businesses operate with a hub and spoke structure within India which increases their travel needs. Also, Indian companies with international operations and international clients require employees to travel frequently. Thus, this segment should continue to witness strong traction.

Foreign exchangeForeign exchange division services include retail exchange of rupees for foreign currency for travellers, multi-currency foreign exchange cards for retail and corporate travellers, corporate forex for business travel, and inward and outward remittances. We have 125 licenses across India to provide foreign exchange to captive customers as well as to third-party customers.

We will be receiving the approval of National Company Law Tribunal (NCLT) for the demerger of the forex division into Cox & Kings Financial Service Limited (CKFSL) and the listing process will be completed after following necessary procedures. CKFSL has already received NBFC license from the RBI and proposes to offer holiday financing and overseas education loans. We believe, the holiday financing market is at a very nascent stage and yet to take off to replicate the trend seen in the consumer durable loan segment. As holiday financing requirements recur almost every year, the potential is immense for scaling this business.

The forex business trends are mirroring that of the travel segment. The demerger would provide it complete freedom to chart its own growth path and introduce products and services to generate additional revenue streams. The forex division would aim to attain leadership position in the next few years.

Under the NBFC license CKFSL would aim to replicate the success of Cox & Kings as India’s leading travel brand and become the financier of choice for holiday loans. We believe, its niche positioning of providing holiday loans combined with the legacy of the Cox & Kings brand, vast distribution network and captive customer base gives it a tremendous head start despite being a startup business. CKFSL would initially focus on building robust systems and processes to lay a strong foundation to manage credit quality.

As announced earlier, Cox & Kings would retain 19% shareholding in CKFSL and the remaining 81% will be distributed to the shareholders of Cox & Kings. Thus, shareholders will stand to gain immensely due to this demerger and listing of CKFSL. This will be the first of a series of steps we expect to take to create value for our esteemed shareholders.

Big leap with launch of Specialist Products in Leisure – IndiaCox & Kings Ltd has been constantly innovating to bring new and dynamic travel products for its diverse list of clientele. With the launch its adventure vertical called Trip 360, the enthusiasts in India and from the Inbound sector now have a safe and sustainable operator to go to. With both easy and extreme adventure offerings, Trip 360 has set a benchmark in India in the space of adventure travel, sports and activities.

To cater specifically to the disabled travellers and senior citizens, Cox & Kings launched an Accessible Holiday Specialist brand called Enable Travel. Being India's first Accessible Holiday Specialist, Enable Travel provides travel solutions to travellers across disabilities including Wheelchair Bound, Vision Impaired, Hearing Impaired and Speech Impaired.

Leisure internationalOur Leisure – International operations are spread across Dubai, UK, US, Australia and Japan. Although, aggregate revenues remained more or less stable, we witnessed strong growth in EBITDA.

The ITB World Travel Trend reported a 6% growth in worldwide outbound travel in 2017, 7.5% growth in the USA, and 5.5% in Europe, 5% in Asia-Pac as well as Latin America. For 2018, it expects growth of 5% with stronger growth in Asia- Pac and Latin America.

In the UK, Cox & Kings is a heritage travel brand having been in existence for 260 years. While the depreciation of the British Pound due to Brexit uncertainty has led to a slowdown in outbound travel, we have seen some semblance of stability. Globally, UK is one of the top five spenders on outbound travel. According to the World Travel and Tourism Council (WTTC), the outbound tourism expenditure of UK travellers is expected to increase from US$ 70 Billion in 2016 to US$ 102 Billion by 2024, a CAGR of 4.8%. Thus, due to our legacy position we expect to grow in tandem with the market.

C&K Dubai continued to experience strong growth in revenues and EBITDA. We handle both outbound and inbound travel in Dubai as it is a major tourist destination especially for Chinese and Russian tourists. Overall, Dubai attracted 158 Lakh visitors in 2017, a growth of 6% y-o-y, higher than the growth in previous year. India continued to remain the largest source market for Dubai constituting 12.5% of total visitors and registered a 15% y-o-y growth. China became the fifth largest source market for Dubai with a growth of 41% y-o-y in Chinese visitors into Dubai. Russia was the fastest growing source market with a growth of 121% y-o-y and has now become the eight largest source market for Dubai. We expect this market to continue to attract tourists and register reasonable growth.

In the US, C&K is a niche tour operator catering to celebrity guests. C&K Australia saw double digit growth in FY 2017-18 while C&K Japan continued to grow.



Awards British Travel Awards (November 2016):

Silver Award for the Best Luxury Holiday Company

Silver Award for the Best Escorted Tours Holiday Company

Silver Award for the Best Holiday Company to Southern Asia

Silver Award for the Best Holiday Company to East & Southeast Europe

Silver Award for the Best Holiday Company to Central & South America

Education businessCox & Kings is UK’s largest private player in the outdoor learning or experiential learning segment. Given PGL’s strong positioning due to its expertise in shaping students’ personality it continued to gain market share. It operates 28 residential activity centres (RAC) which are sprawling campuses offering a wide variety of activities which enable children to develop communication skills, teaching them to work in groups, develop leadership skills and to think out of the box in a creative manner. Under our NST/EST brands we organise educational tours for older secondary school students. Our brands PGL and NST are more than five decades old and are household names in the UK.

As the Education business derives most of its business from the UK, the uncertainty related with Brexit continued to pose some challenge. But the team executed well and hence the business recorded a growth of 6.3% y-o-y in gross revenues in FY 2017-18 after declining marginally in FY 2016-17. The growth was led by both PGL as well NST/EST.

PGLPGL operates out of 28 RACs including 19 in the UK, 6 in France and 3 in Australia. We have 10,455 beds across all RACs. It added 577 beds including a new centre with 200 beds in Australia. PGL accounted for 79% of Education segment EBITDA. Whilst the centres run by local educational authority (LEA) command a larger market share, funding constraints are posing a challenge for those centres. We have been gaining market share over the years and continue to do so due to the quality of our infrastructure including the staff and our strong value proposition which is appreciated by the schools.

PGL revenues grew by 6.8% y-o-y in constant currency terms in FY 2017-18 higher than the 4% growth witnessed in FY 2016-17. This was largely driven by our ability to take pricing increases, a testament to our strong brand appeal. Since bookings for trips to the RACs happen 6-9 months in advance we have seen robust demand continue for our offerings and remain upbeat on growth prospects. We have undertaken brownfield expansion in a couple of existing campuses which would enable us to increase our free cash flow and return ratios in FY 2018-19.

NST/EST/StudyLink/TravelWorksWe conduct experiential learning tours under our NST brand. We conduct more than 60 types of tours with detailed itineraries, decided in consultation with the teachers, for students in the age group of 13-18 years.

EST and StudyLink take UK higher-secondary school students and university students, respectively, on study visits and excursions (both within-country as well as outside) with the aim of enhancing their understanding of their core subject matter. 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 German youth, including gap-year placements.

This segment saw a turnaround in FY 2017-18 recording a gross revenue growth of 10.8% y-o-y in constant currency terms after declining for two years. This was achieved through a combination of volume and pricing growth. While this segment of the industry is highly fragmented the trend in FY 2017-18 gives us confidence that we will be able to maintain the uptrend.

AwardsFollowing accreditations and/or awards were earned by the divisions during 2017/18

PGL We were runners up in the School Travel Awards ‘Best

Adventure Experience’.

(The School Travel Awards recognise the best attractions, destinations, companies and practitioners in the field of educational travel and learning outside the classroom (LOtC)).

NST Feefo Gold Standard Trusted Service Award 2018. Awarded

to companies that consistently score 4.5 and above out of 5 on the customer referral platform.

British Youth Travel Awards – Best Support Service Award winner 2017. The awards recognise the best suppliers in the industry.

We continue to be accredited to Quality Management ISO 9001 – 2008 and Environmental Management ISO 14001-2004.

MeiningerMeininger continued to strengthen its brand appeal in the hybrid hotels segment. It is not only disrupting the traditional hotel industry in Europe with its innovative offerings but is also posing a challenge to the home sharing and the hostels segment. The concept of offering a clean, safe and affordable accommodation is being well appreciated by the market and the demand is quite buoyant for such a product. Thus, in FY 2017-18, it saw an unprecedented increase in bed capacity


of 25% by adding 2,110 beds taking the total to 10,461 beds across 19 hotels in 13 cities. As it expands its footprint and open new hotels the network effect which drives high repeat customers for the new hotels improves the start-up occupancy levels.

Meininger hotels targets families, school groups, affluent backpackers and business people. Our NST/EST division which organises tours for students is one of the source base of customers for Meininger. Guests at our hotels can take advantage of a full-fledged guest kitchen, where they can cook their own meals. We offer laundrettes free of charge to guests who want to wash their clothes.

Meininger’s FY 2017-18 net revenues grew by 26% y-o-y in constant currency terms, the highest it has witnessed in the past five years. But it is aiming to increase its bed count to 25,000 by FY 2021-22. Such exponential increase in capacity would require management bandwidth. Hence, it beefed up its leadership team in FY 2017-18 which led to a significant increase in salary costs. Consequently, EBITDA was stable in FY 2017-18 at the Company level even though hotel level margins increased substantially. Even as margins will likely remain stable in FY 2018-19 due to the high proportion of new beds, over the next few years there is tremendous leeway for operating leverage to play out as the new hotels in FY 2017-18 and FY 2018-19 get mature and reach steady state margins.

Meininger follows a very diligent and elaborate process of evaluating sites for future expansion. The reason Meininger is able to achieve high occupancy even in new hotels within a short time of launching is the process it follows for signing up a site. Thus, while a typical hotel takes 3-5 years to achieve occupancy of 60-65%, Meininger manages to reach those levels in less than half that time. The chart on page 7 gives the comparison of margins between hotels that have come up before and after December 2016. It is important to note that the older hotels operate at over 30% margins while the recent hotels have already started making a positive contribution. Given the project management and execution capabilities we remain optimistic about Meininger’s future scalability and profitability.

New initiativesThe outlook for Meininger continues to be robust as it plans to open hotels in Milan, Berlin, Budapest and Munich following a new hotel launch in Rome in April 2018 to reach its target of adding about 4,000 beds to reach a count of ~15,000 beds by FY 2018-19.

Meininger opened its fifth hotel in Berlin on December 01, 2017. The new building with 245 rooms and 833 beds is well located right next to East Side Gallery and Ostbahnhof.

Meininger opened its first hotel in Italy in Milan on December 18, 2017. Meiinger Milano Garibaldi offers 80 rooms and 268 beds and is located in the centre of the city on Strada Privata Calvino 11 close to the Garibaldi train station.

Meininger opened its second hotel in Amsterdam on March 25, 2018. The new building is located directly at Amstel station and offers 186 rooms and 806 beds.

Meininger Hotels and Foncière des Régions, through its subsidiary Foncière des Murs, signed an agreement for a hotel in Lyon, located on Rue Zimmermann, near the city centre. The 169-room and about 580-bed hotel is expected to open mid 2019.

Meininger Hotels and project developer Nelson Canal Portugal have signed the agreement for a hotel in Lisbon. The opening of the 121-room and 453-bed hotel is scheduled for the end of 2019.

Meninger and a well-known Swiss developer have signed an agreement for a hotel in Geneva. The hotel, which will be newly constructed, will be located in close proximity to the city center. It will feature 104 rooms and 368 beds and is expected to open in 2020.

Meininger signed an agreement for a hotel in Bordeaux, with the local investor Christian Sagaspe. The property, designed by the French architect Patrick Arotocharen, which will be newly constructed, will be located on Rue du Commerce in close vicinity to the main train station Bordeaux-St-Jean. It will offer 162 rooms and 493 beds and is expected to open in the first quarter of 2020.

• Meininger and investor LGIM Real Assets (Legal & General) have signed an agreement for a hotel in Glasgow. The hotel will be located on West George Street opposite Queen Street Train Station and will offer 160 rooms and 590 beds. The opening is scheduled for 2020.

Meininger and Peter Simmel signed an agreement for a hotel in Dresden. The new building will be located right opposite the central station at Wiener Platz 2. The 165 rooms and 639 beds hotel is scheduled to open in the second quarter of 2021.

OthersThis segment comprises primarily our visa processing business under the Cox & Kings Global Services (CKGS) division. We have been able to optimise costs in this division and improve profitability. The net revenues for the division increased by 4% y-o-y to ₹18,400 Lakhs while EBITDA improved substantially to ₹1,000 Lakhs in FY 2017-18 against an operating loss of ₹1,000 Lakhs in FY 2016-17. Whilst the bid pipeline is healthy the order wins are unpredictable in this business. But we have gained substantial expertise in bidding for and executing projects and hence remain sanguine about the prospects of this division.



Detailed financialsFixed assets, Capital work in progress & Goodwill


Gross Block Tangible 230,720 184,358 207,152 Intangible 48,058 26,319 24,046 Total 278,778 210,677 231,198Less: Depreciation & Amortisation Tangible 36,585 27,544 30,806 Intangible 15,195 13,585 11,942 Total 51,780 41,129 42,748Net block 226,999 169,548 188,450Capital work in progress 4,773 7,026 3,984Intangible assets under development 8,759 24,042 21,937Goodwill on consolidation 246,799 220,275 262,488Total 487,330 420,891 476,859

Net block increased to ₹226,999 Lakhs from ₹169,548 Lakhs due to ₹27,627 Lakhs of capital expenditure and the rest due to translation as the Rupee depreciated against the British Pound (Education business) and the Euro (Meininger). The intangible assets also increased due to currency movements.

Debt profile₹ in Lakhs

Particulars FY 2017-18 FY 2016-17 FY 2015-16

Long-term debt 228,584 255,991 282,582Short-term debt 162,110 86,400 84,220Current portion of long-term debt 7,539 24,843 43,251Current portion of lease finance obligations 97 155 41Total gross debt 398,329 367,389 410,094Cash and cash equivalents 163,960 169,260 184,422Net debt 234,369 198,129 225,673

Gross debt at ₹3,98,329 Lakhs increased by ₹30,940 Lakhs due to increase in receivables in the India business which was partly related to GST and also due to depreciation of the Rupee against the British Pound. Consequently, the net debt increased by ₹36,240 Lakhs.

Shareholders' funds ₹ in Lakhs


Share capital 8,828 8,828 8,466Reserves & surplus 319,442 251,121 237,546Non controlling interests 100,354 60,637 63,929Total 428,624 320,586 309,941

Total shareholders’ funds including minority interests increased by ₹1,08,038 Lakhs. Non controlling interests increased due to the Rupee depreciation as well as due to growth in net profit of Education and Meininger businesses.


Current assets (excluding Cash and cash equivalents)


Current investments 2,800 2,800 2,801 Inventories 1,550 1,985 2,915 Trade receivables 224,160 182,012 139,861 Short-term loans & advances 99,095 66,476 114,054 Other current assets 81,774 44,566 - Current tax assets 1,030 939 165 Total 410,410 298,777 259,798

Total current assets (excluding Cash and cash equivalents) increased by ₹1,11,633 Lakhs y-o-y as collections got affected due to GST related process and better credit terms extended to vendors.

Current liabilities (excluding short-term borrowings) ₹ in Lakhs


Trade payables 42,019 31,148 46,001Other current liabilities 169,123 147,643 137,641Short-term provisions 10,594 8,849 6,105Total 221,736 187,639 189,747

The current liabilities increased by ₹34,097 Lakhs y-o-y to ₹2,21,736 Lakhs as we managed to extract better credit terms from vendors.

Results of operations ₹ in Lakhs


Revenue from operations 645,054 717,629 750,530Cost of tours 405,125 499,689 509,762Income from operations 239,929 217,940 240,768Other income 5,151 4,645 8,138Total 245,080 222,585 248,906

Income from operations grew 10% y-o-y to ₹2,39,929 Lakhs mainly due to strong growth in Leisure – India, Meininger and Education.

Expenditure ₹ in Lakhs


Total employee benefit expenses 80,632 74,551 83,025Total other expenses 56,870 75,298 76,468Total expenditure 137,502 149,850 159,493Total expenditure (excluding forex gain/loss) 151,337 132,793 159,473

Total expenditure (excluding gains/losses on foreign exchange) increased by 14% y-o-y to ₹1,51,337 Lakhs partly due to higher sales & advertising expenses and also due to higher expenses in Meininger which was driven by expanding management bandwidth to execute our ambitious plans.

Earnings before interest, tax, depreciation and amortisation (EBITDA), excluding other income and foreign exchange gains/losses, grew by 4% y-o-y to ₹88,533 Lakhs. EBITDA margins as a percentage of gross revenues increased further to 13.7% in FY 2017-18 from 11.9% in FY 2016-17.



Profit before exceptional items and taxProfit before exceptional items, forex gains or losses, and tax stood at ₹57,318 down 0.7% y-o-y due to higher interest expenses. As discussed earlier, collection of receivables was impacted partly by GST implementation which led to higher working capital loans. The interest expense also included a one-time finance charge for foreclosing foreign currency denominated loans.

Consolidated net profit after tax, minority interests and share of income/(loss) from associates increased by 156.4% y-o-y to ₹37,676 Lakhs in FY 2017-18.

Cash flows₹ in Lakhs

Particulars FY 2018 FY 2017 FY 2016

Net cash flow from operating activities (28,054) 26,265 74,773 Net cash used in investment activities (26,856) (2,327) (44,264)Net cash flow from financing activities 61,417 (25,996) (9,669)Net increase/(decrease) in cash & cash equivalents 6,507 (2,058) 20,840

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

₹ in LakhsParticulars FY 2018 FY 2017 FY 2016

Guarantees 35,635 28,818 40,351Tax demands 17,023 14,374 13,636Legal claim not acknowledged as debt 13,742 3,099 1,465


Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2018.

1. Financial Performance The Company’s financial performance, for the year ended March 31, 2018 is summarised in below:

₹ in Lakhs

ParticularsStandalone Results Consolidated Results

FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17

Net Sales & Other income 85,289 74,527 245,081 2,22,585Profit before Taxation 28,001 27,718 69,138 39,563Provision for Taxation 10,396 9,584 22,221 17,223Profit After Tax 17,605 18,134 46,917 22,340Proposed Dividend (inclusive of dividend tax) 2,140 2,162 2,140 2,162Earnings Per Share (₹) 9.97 10.27 21.33 8.32

Directors’ Report

2. Dividend The Directors have recommend a Dividend of 20% (₹1/-

per equity share of ₹5/- each) to be appropriated from the profits of the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend, if declared as above, would involve an outflow of ₹17,65,64,890 towards dividend and ₹3,62,92,913 towards dividend tax, resulting in a total outflow of ₹21,28,57,803.

The dividend payout has been formulated in accordance with the Company’s policy to pay sustainable dividend linked to long-term performance, keeping in view the Company’s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the said policy is available on Company’s website at https://www.coxandkings.com/live/home/?link=investorsrelations&CI_ID=18&CM_ID=153&CP_ID=447.

3. Material changes affecting the Company There have been no material changes and commitments

affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

4. Overview of financial performance In FY 2017-18, we focused on growth and managed

to grow all our businesses faster than in FY 2016-17 in constant currency terms.

This is testament to our resilience which is achieved by being dynamic and adaptive to changes. Brexit continued to pose a challenge to our UK operations while India business saw receivables increase due to the confusion emanating from the implementation of Goods and Services Tax (GST).

In this backdrop, Cox & Kings’ consolidated net revenues grew 9.9% yoy in FY 2017-18 more than double the growth of 4.4% in FY 2016-17 as nearly all businesses kept up the momentum. The investments in advertising to grow our India retail business and strengthening the leadership team in Meininger contained EBITDA growth at 4%. But the investments we have made should help us execute our plans to grow our revenues faster or enable us to change our business mix favourably in the next few years.

Leisure – India FY 2017-18 was a year of major transformational reform,

implementation of GST. This preceded by the currency replacement programme led the GDP growth to slow down to 5.7% in 1Q FY 2017-18 after recording 7.1% in FY 2016-17. But we executed well and grew net revenues by 12% y-o-y in FY 2017-18 compared to 9.4% in FY 2016-17. Since then, India's GDP growth has bounced back to 7.7% in Q$ FY 2017-18.

Our leadership and strong standing in the B2B segment has given us confidence that we can now pursue market leading growth in the B2C segment. The Outbound segment continued to witness strong growth as air travel became affordable due to cheaper fares driven by competition including from low cost airlines. We believe, with a wide choice of financing, this segment



growth can actually accelerate further. The Domestic travel segment is growing rapidly too as connectivity is improving and the online travel booking sites offering a variety of discounts and cash back offers. Factors such as companies realising the importance of offering work-life balance to employees and channel partners, greater appreciation for being taken on a fun filled holiday with colleagues and counterparts as against cash rewards by the recipient, creating long lasting memories thereby increasing association with the host organisation and building camaraderie are driving the MICE segment growth. Business Travel has traditionally been strong for us due to our strong relationships with corporates. Inbound business continued to follow past trends and has grown accordingly.

Leisure – International In our international leisure operations we saw some

stability in UK. Dubai continued to witness strong growth especially in the inbound segment as it continued to attract visitors from their major source markets India, China and Russia. Whilst revenues remained more or less steady, we saw impressive increase in margins, due to which EBITDA grew 15.5% y-o-y, as we continued to reap the benefits of the reorganisation exercise carried out in late FY 2015-16.

The ITB World Travel Trend reported a 6% growth in worldwide outbound travel in 2017, 7.5% growth in the USA, and 5.5% in Europe, 5% in Asia-Pac as well as Latin America. For 2018, it expects growth of 5% with stronger growth in Asia- Pac and Latin America.

Education The Education division derives most of its business

from the UK and hence the uncertainty related with Brexit continued to pose some challenge. But the team executed well and the business recorded a growth of 6.3% y-o-y in gross revenues in FY 2017-18 after declining marginally in FY 2016-17. The growth was led by both PGL as well NST/EST.

Our expansion into Australia has provided us great confidence that this model can be replicated outside of UK. We continue to expand our operations in Australia and will be looking at brownfield expansion in some of our campuses in UK in FY 2018-19.

Meininger Meininger’s FY 2017-18 net revenues grew by 26% y-o-y

in constant currency terms, the highest it has witnessed in the past five years, on the back of an increase in bed capacity of 25%. But it is aiming to increase its bed count from 10,500 in FY 2017-18 to 25,000 by FY 2021-22. Such exponential increase in capacity would require management bandwidth. Hence, it beefed up its leadership team in FY 2017-18 which led to a significant increase in salary costs. Consequently, EBITDA was stable in FY 2017-18.

Meininger is not only disrupting the traditional hotel industry in Europe with its innovative offerings but is also posing a challenge to the home sharing and hostels segment. The concept of offering a clean, safe and affordable accommodation is being well appreciated by the market and the demand is quite buoyant for such a product.

Others The visa processing business continued to build on its

execution and managed to grown EBITDA to ₹1,000 Lakhs in FY 2017-18 from a loss of similar amount in FY 2016-17.

5. Other Updates:

I. Credit Rating: Credit Analysis & Research Ltd (CARE), the Rating

Agency, has reaffirmed and enhanced the Commercial Paper issue carved out of sanctioned working capital limit of the Company from the existing ₹1397 Crore to ₹2022 Crore as on March 31, 2018. The Rating has been reaffirmed as CARE A1+ (A One Plus). Instruments with this rating indicate very strong capacity for 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 ₹1537 Crore to ₹1787 Crore. The Rating has been reaffirmed as CARE AA (Double A). Instruments with this rating indicate high safety for timely servicing of debt obligations and carry very low credit risk.

Brickworks Rating India Private Limited, the Rating Agency has reaffirmed and enhanced the Commercial Paper issue carved out of sanctioned working capital limit of the Company from the existing ₹1397 Crore to ₹2022 Crore as on March 31, 2018. The Rating has been reaffirmed as BWR A1+ (BWR A One Plus). Instruments with this rating indicate very strong capacity for timely payment of financial obligations and carry lowest credit risk.

ii. Meininger, Subsidiary of the Company, had signed contracts for opening of new Hotels

• In Lyon: MEININGER hotels and Fonciere des Regions through its Subsidiary Fonciere des Murs, signed an agreement for MEININGER hotel in Lyon, Located on Rue Zimmermann. The 169- room and 580- bed Hotel is expected to open in mid of 2019. This is the fourth joint hotel deal of MEININGER hotels and Fonciere des Regions. The hotel is situated in the vicinity of the city center in the 7th Arrondissement of Lyon near Gare de Lyon Perrache, the second largest railway station of the city, and close to the Rhone.

• In Cologne City Centre Hotel: Cox & Kings owned MEININGER Hotels has transferred the operating lease on its Cologne City Centre Hotel. RHK living Gmbh will be the new sole operator of the property under the brand name SMARTY Cologne City Centre


Hotel. MEININGER Cologne City Centre Hotel operated 172 beds. The property contributed about 1.4 Milion Euros in gross revenues and about 0.15 Milion Euros of EBITDA per annum. Cologne remains an important potential location for MEININGER. The MEININGER group is in the process of identifying several potential opportunities to expand in the city.

• In Geneva: MEININGER Hotels signed an agreement for hotel in geneva. The hotel will be located in close proximity to the city center. It will feature 104 rooms and 368 beds and is expected to open in 2020. It will be the second MEININGER project in Switzerland. The hotel group is going to open a hotel in Zurich in 2019.

• In Bordeaux: MEININGER Hotels signed an agreement for opening of a new hotel in Bordeaux. The hotel will be located on Rue du Commerce which closes vicinity to the main train station Bordeaux-St-Jean. The MEININGER Hotel will offer 162 rooms and 493 beds and is expected to open in the first quarter of 2020.

• In Dresden: MEININGER Hotels signed an agreement for opening of a new hotel in Dresden, Germany. The building is located right opposite the central railway station at Wiener Platz 2. The 165 rooms and 639 beds hotels is scheduled to open in the second quarter of 2021. The MEININGER hotel Dresden is in a superb location, adjacent to the central station.

• In Amsterdam: MEININGER Hotels has opened a Second in Amsterdam. The hotel is located directly at Amstel station. The new building is located directly at Amstel station and offers 186 rooms and 806 beds. The MEININGER Hotel Amsterdam Amstel is part of the tallest residential building in the city.

• In Glasgow: MEININGER Hotels has opened a hotel in Glasgow, United Kingdom. The hotel is located on west George Street opposite Queen Street station and will offer 160 rooms and 590 beds. The opening is scheduled for 2020.

iii. Trip 360 • Cox & Kings Ltd has been constantly innovating

to bring new and dynamic travel products for its diverse customers. We launched Trip 360 which is an adventure travel vertical that aims to help customers holiday in a sustainable way. With both easy and extreme adventure offerings, Trip 360 has set a benchmark in India in the space of adventure travel, sports and activities.

• Enable Travel: To cater specifically to the disabled travellers and senior citizens, Cox & Kings launched an Accessible Holiday Specialist brand called Enable Travel. Being India's first Accessible Holiday Specialist, Enable Travel provides travel solutions to travellers across disabilities including Wheelchair Bound, Vision Impaired, Hearing Impaired and Speech Impaired.

iv. Scheme of Arrangement The Board of Directors of your Company vide resolution

dated May 30, 2017, approved the demerger of its foreign exchange division into a separate financial service company, Cox & Kings Financial Service Ltd. (CKFSL) under sections 230 - 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Company made an application to Stock Exchanges (BSE/ NSE) under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 seeking their approval for the said Scheme of Arrangement. The BSE & NSE approved the said Demerge Scheme vide their letter dated October 31, 2017 & October 30, 2017 respectively.

The Company had filed the petition with National Company Law Tribunal, Mumbai bench (“NCLT”) under Sections 230 - 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. National Company Law Tribunal, Mumbai bench (“NCLT”) vide its order dated March 26, 2018 (“Order”), inter alia, directed the Company to convene and hold a meeting of equity shareholders of the Company for seeking their approval to the Scheme of Arrangement between the Company and Cox & Kings Financial Service Limited and their respective shareholders.

Pursuant to the Order dated March 26, 2018 (“Order”) of the Hon’ble Tribunal, a meeting of the Equity Shareholder of the Company (“Meeting”) was convened and held at Cultural Hall, 4th Floor, Y. B. Chavan Centre, General Jagannath Bhosle Marg, Near Mantralaya, Nariman Point, Mumbai 400021, Maharashtra on Thursday, May 10, 2018 at 11:00 a.m. (IST) for approving the Scheme of Arrangement

The proposed resolution approving the Scheme was passed with requisite majority by the Equity Shareholders of the Company. The Company has admitted the petition to NCLT and the matter has now been posted for final hearing on August 2, 2018.

v. Delisting of Global Depository Receipts (GDR’s) Your Company issued the Global Depository Receipts

(GDRs) in August, 2010 and the said GDRs were listed on the Luxembourg Stock Exchange (LSE). However, due to the very low numbers of outstanding GDRs, limited liquidly together with the ongoing annual cost /recurring cost, your Board decided to delist the said GDR from Luxembourg Stock Exchange. Accordingly, the GDR programme of the Company got cancelled and the GDRs got delisted from the LSE effective from October 30, 2017.

vi. Sale of stake by Prometheon Enterprise Ltd. (PEL), Subsidiary of the Company:

In November 2017, Private Equity firm SSG Capital Management through its investee Company acquired 34.42% stake in Prometheon Holdings (UK) Limited (PHUK), step down subsidiary of the Company. The said stake was acquired from Rohatyn Group and Rohatyn Group has now made complete exit from PHUK.



In March 2018 Prometheon Enterprises Ltd (PEL) has sold 14.58% stake in PHUK through various tranche to an investee company of SSG Capital Management. Pursuant to the said stake sale, Cox & Kings Group holds 51% of PHUK through PEL & C&K India while SSG Capital holds 49%.

Holidaybreak houses the brands PGL, NST, EST, Travel Works and Meininger. PGL and NST are leaders in the experiential learning space in the UK and have taken the product to Australia. The business is attracting strong volumes in inbound student traffic from Europe and China. Meininger has evolved as the leader in the high growth hybrid hotel-hostel space and is setting up new hotels at a rapid pace across major cities in Europe.

6. 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.

During the year under review, following companies become the subsidiaries of the Company

1. CandK Tours SDN. BHD. 2. Cox & Kings Travel Limited, Hong Kong 3. Cox and Kings Global Services, Qatar

7. 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 period ended on March 31, 2018 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.

8. Directors and Key Managerial Personnel As per the provisions of the Companies Act, 2013,

Mr. Anthony Bruton Meyrick Good retires by rotation at the ensuing AGM and, being eligible, seeks reappointment.

Your Board is of the opinion that continued association with Mr. Anthony Bruton Meyrick Good with the Company will be of immense benefit to your Company and, therefore, recommends his reappointment.

In terms of Section 102 of the Companies Act 2013, Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements (Regulations) 2015, and the Secretarial Standards on the General Meetings issued by the Institute of Company Secretaries of India, brief profile of Mr. Anthony Bruton Meyrick Good have been annexed to the Notice convening the Annual General Meeting of the Company and the same forms an part of this Annual Report.

The term of office of Mr. Mahalinga Narayanan, Mr. Subhash Chandra Bhargava and Mr. Pesi Patel as Independent Directors, will expire on March 31, 2019.

The Board of Directors, on recommendation of Nomination

and Remuneration Committee has recommended re-appointment of above Directors, as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of their current term of office.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and Listing Regulations.

Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is available at the website of the Company at https://www.coxandkings.com/live/home/?link=investorsrelations&CI_ID=18&CM_ID=153&CP_ID=447


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

9. Disclosure Related to Board, Committee and Policies

Board Meetings: The Board met 5 times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Board Evaluation: The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations’).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Board Committees: As on March 31, 2018, the Board has seven committees: the Audit Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration Committee, the Corporate Social

Responsibility and Governance Committee, the Risk management Committee and Finance Committee. A detailed note on the composition of the Board 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 and service offering, market, organisation structure, finance, human resources, technology, quality, facilities and risk management. 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 the Company 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 believe that a truly diverse Board will leverage difference in thoughts, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age ethnicity and gender which will help us retain our competitive advantages. The Board has adopted the Board Diversity Policy which set out the approach to diversity of the Board of 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 & Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with rules made thereunder and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website at https://www.coxandkings.com/live/home/?link=investorsrelations&CI_ID=18&CM_ID=153&CP_ID=447.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

10. Auditors And Auditors Report

M/s. D T S & Associates, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting



held on September 21, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer. The auditors’ certificate on corporate governance is enclosed with the Corporate Governance Report.

11. Secretarial Audit Report As required under Section 204 of the Companies Act,

2013 and Rules thereunder, the Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company for financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure I to this Report. The Secretarial audit Report does not contain any qualification or adverse remark.

12. Fixed Deposits Your Company has not accepted any fixed deposits within

the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

13. Management’s Discussion and Analysis Report

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

14. Corporate Governance The Company is committed to maintain the highest

standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Report.

15. Corporate Social Responsibility It is your Company's intent to make a positive difference

to society. As its operations have expanded to new geographies, 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, Ensuring environmental sustainability

and Animal Welfare. The CSR Policy may be accessed on the Company’s website at https://www.coxandkings.com/live/home/?link=investorsrelations&CI_ID=18&CM_ID=153&CP_ID=447

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

16. Extract of Annual Return In accordance with Section 134(3)(a) of the Companies

Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure III to the Board’s Report.

17. Secretarial Standards The Directors state that applicable Secretarial Standards,

i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively, have been duly followed by the Company.

18. Business Responsibility Reporting As stipulated under the Listing Regulations, the Business

Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as a part of the Annual Report.

19. Particulars of contracts & arrangements made with related parties

All contracts/arrangements/ transactions with related parties are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseen and repetitive nature. All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are being reported 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 in accordance with the Accounting Standards.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by 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 29 to the financial statement which sets out related party disclosures.


20. 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 for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 31 to the standalone financial statement).

21. Risk Management Policy Your Company has an elaborated Risk Management

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

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the 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

22. Vigil Mechanism/ Whistleblower Policy Vigil Mechanism Policy for Directors and employees

of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on rising of concerns

of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The vigil mechanism/whistle blower policy may be accessed on the Company’s website at the link http://www.coxandkings.com/downloads/investor-relations/whistleblower-policy.pdf

There has been no change to the policy during the fiscal year 2018.

23. 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. An Sexual Harassment Redressal Cell has been set up as per the statutory requirements, to redress complaints regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. Your Company has not received any complaint during the year.

24. 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.



25. 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 62.59%

Non Executive Director Ratio to median remuneration

Mr. A.B.M. Good 0.65%Mr. Ajay Ajit Peter Kerkar 0.57%Mr. Pesi Patel 2.10%Mr. S. C. Bhargava 2.12% Mr. M Narayanan 2.08%

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

Directors, Chief Financial Officer & Company Secretary

% increase in remuneration in the financial year

Mr. A.B.M Good 52%Mr. Ajay Ajit Peter Kerkar 133%Ms Urrshila Kerkar 23%Mr. Pesi Patel 14%Mr. S.C. Bhargava 7%Mr. M Narayanan 6%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: 9%

d. The number of permanent employees on the rolls of company: 2523

e. 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 12%. 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 12%

f. 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 and long 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 and Committees and commission based on the approval of the Members.

g. 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.

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

26. 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 continued to be a net foreign exchange earner during the year.

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

Foreign Exchange Earnings: ₹19,011 Lakhs (Previous Year- ₹16,024 Lakhs)

Foreign Exchange Outgo: ₹755 Lakhs (Previous Year- ₹834 Lakhs)

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


27. Awards and Recognition

India - FY 2017-18 1 Amazing Thailand Award 2018 for Innovative Product 2 SATTE Awards 2018 for Best Outbound Tour Operator3 Conde Nast Traveller India Readers' Travel Awards

2017 for India’s favourite Tour Operator4 Hospitality India Awards for Best Domestic Tour Operator 5 Hospitality India Awards for Best Outbound Tour Operator6 Outlook Traveller Award 2017 for Best Outbound Tour

Operator7 Travel + Leisure Awards 2017 for Best Luxury Travel

Curator 8 World Travel Award for India’s Leading Tour Operator 9 World Travel Award for India’s Leading Travel Agency10 World Travel Award for Asia’s Leading Luxury Tour

Operator

Subsidiaries - FY 2017-18 PGL • Runners up in the School Travel Awards ‘Best

Adventure Experience’

(The School Travel Awards recognise the best attractions, destinations, companies and practitioners in the field of educational travel and learning outside the classroom (LOtC)).

NST • Feefo Gold Standard Trusted Service Award 2018.

Awarded to companies that consistently score 4.5 and above out of 5 on the customer referral platform.

• British Youth Travel Awards – Best Support Service Award winner 2017. The awards recognise the best suppliers in the industry.

• Continued to be accredited to Quality Management ISO 9001 – 2008 and Environmental Management ISO 14001-2004

28. General Your Directors state that no disclosure or reporting is

required in respect of the following matters as there were no transactions on these items during the year under review.

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees’ Stock Options Plan referred to in this Report.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

29. 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

Place: Mumbai ABM Good Date: May 28, 2018 Chairman



Annexure I - Secretarial Audit Report

FORM NO. MR-3

SECRETARIAL AUDIT REPORTFor the Financial Year Ended March 31, 2018

[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 authorised 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, 2018 has prima facie complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

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, 2018 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 (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

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

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

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, 2018:

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

(b) The Securities and Exchange Board of India(Share Based Employee Benefits) Regulations, 2014;

(c) 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;

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

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

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

(a) The Payment of Wages Act, 1936

(b) The Minimum Wages Act, 1948

(c) Employees State Insurance Act, 1948

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

(e) The Payment Of Bonus Act, 1965

(f) The Payment of Gratuity Act, 1972

(g) The Maternity Benefit Act, 1961


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

(a) The Listing agreements entered into by the Company with Stock Exchanges read with Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015

(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. 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 and note on foreign currency transactions during our audit period.

ii. the board of directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year there are no changes in the constitution Board of Directors.

iii. 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.

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

v. 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 subject to observations and qualifications, if any made by Statutory Auditors in their report.

vi. the management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers/files/ statements 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 issue of debentures.

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. I have not verified the correctness and appropriateness of financial records and Books of Accounts of Company.

5. 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.

6. 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 – 1157Date: May 28, 2018 COP No – 124



Annexure II

Corporate Social Responsibility (CSR) activities for FY 2017-181) Calculation of CSR Amount:

Sr No. Particulars Amount in Lakhs

1. Average Net profit for last 3 years 25,555.352. CSR spending @ 2% of Average of last 3 years profit 511.113. Total Amount Spent during the Financial Year 704. Balance to be spent 441.115. In case the Company has failed to spend the two percent

of the average net profit of last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its board report

Cox & Kings has identified new social programmes and initiatives during FY 2017-18. Since these projects are to be implemented on large scale like last financial year, there is certain CSR amount that has been allocated to the new projects which are yet to be executed. As the ground-research and surveys are still in process, we aim to accomplish the final execution in the coming financial year. Hence, the Company's CSR spend has been less than the limits prescribed in the Companies Act, 2013. However, it is our endeavour to spend the CSR share as per the prescribed limit in the Companies Act, 2013 in the coming years.

Details of Amount Spent on CSR Activities during FY 2017-18.

(₹ In Lakhs)Sr. No.

CSR project or activity identified

Sector in which the project is

covered

Projects or programmes

1. Local area or other

2. Specify the state and district

where projects or programmes were

undertaken

Amount outlay (budget)

project or programme

wise

Amount spent on the projects or

programmes

Sub-heads:1. Direct

expenditure on projects or programmes

2. Overheads

Cumulative expenditure

upto the reporting

period

Amount spent: Direct or through

implementation agency

1. Health & welfare Setting up filters for providing clean drinking water at places where salinity level is beyond WHO prescribed limit. Organising Cancer Awareness Drives and fulfilling wishes of the children suffering from cancer. Supporting Crisis Intervention Centres (CIC) to ensure protection of vulnerable/orphaned children and those affected/infected by HIV. Upgrading and equipping Thalassaemia Centre for Children.

Promoting health care and sanitation

MaharashtraGujaratDelhi

10 13 13 Implementing agency- Cox & Kings Foundation





covered





undertaken



wise


programmes

Sub-heads:1. Direct


2. Overheads


upto the reporting

period



2 Education Sponsoring education of underprivileged kids and also working to provide nutritional support. Providing skill-building sessions along with counselling for children living in observation homes. Adopting schools in marginalised communities and ensure quality education through innovative curriculum. Focusing on the welfare of tribal children by ensuring their education and health.

Promoting education

MaharashtraWest Bengal


3 Animal Welfare Donation to Animal’s Trusts for rescues and treatment of stray animals. Sponsoring Water Lifeline project to help animals in distress during summer. Conservation of Olive Ridley Turtles through awareness and hatchery programmes.

Measures for the benefit of Animal Welfare

FaridabadMaharashtraOdishaDelhi


4 Women EmpowermentContribution to empowerment programmes for women. Sponsoring annual functions to recognise achievements of women from marginal background. Skill-building programme for underprivileged women to make them independent and facilitate start-ups.

Promoting gender equality and empowering women

Maharashtra 3 6 6 Implementing agency- Cox & Kings Foundation






covered





undertaken



wise


programmes

Sub-heads:1. Direct


2. Overheads


upto the reporting

period



5 Culture RestorationContribution towards preservation of culture and artifacts through Museum. Expenses towards infrastructure of museum, its repairs and maintenance.

Protection of national heritage and art and culture

Ladakh 5 5 5 Implementing agency- Cox & Kings Foundation

6 Environmental SustainabilityContribution towards installation of Biogas units for communities living in the fringes of national parks, thus curbing deforestation arising because of forest wood being used for cooking. Creating awareness on environmental conservation.

Ensuring Environment Sustainability

Madhya Pradesh 6 7 7 Implementing agency- Cox & Kings Foundation


Annexure III to Directors Report

Form No. MGT-9Extract of Annual Return as on the financial year ended on March 31, 2018

(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 L63040MH1939PLC0113522 Registration Date 07-06-19393 Name of the Company Cox & Kings Ltd4 Category / Sub-Category of the Company Public Company/Limited by shares5 Address of the Registered office and contact details Turner Morrison Building, 1st Floor, 16, Bank Street, Fort,

Mumbai – 400001. Tel: 022 22709100, Fax: 022 227091616 Whether listed company Yes7 Name, Address and Contact details of Registrar and

Transfer Agent, if anyKarvy Computershare Private Limited, Karvy Selenium Tower B Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500008 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:-

Sl. No.

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company

1 Tours and Travels 791 100%

III. Particulars of Holding, Subsidiary and Associate Companies

Sr. No. Name of Company Address of the Company Holding/Subsidiary/Associate % of shares held Applicable Section

1. Clearmine Limited 6th Floor, 30 Millbank, London, SW 1P 4EE

Subsidiary 100% 2(87)

2. Cox & Kings Destination Management Services Limited

6th Floor, 30 Millbank, London, SW 1P 4EE


3. C&K Investments Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


4. Cox & Kings (Agents) Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


5. Cox & Kings (Shipping) Limited



6. Cox & Kings (UK) Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


7. Cox & Kings Enterprises Limited



8. Cox & Kings Finance Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


9. Cox & Kings Holdings Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


10. Cox and Kings Special Interest Holidays Ltd.



11. Cox & Kings Tours Ltd. 6th Floor, 30 Millbank, London, SW 1P 4EE





12. Cox & Kings Financial Service Limited (formerly known as Cox & Kings Financial Services Limited)

1st Floor, Turner Morrison Building 16 Bank Street, Fort Mumbai, India


13. ETN Services Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


14. Grand Tours Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


15. Cox & Kings Travel Limited, UK



16. East India Travel Company Inc,

8060 Melrose Avenue,3rd Floor Los Angeles, CA 90046


17. Cox & Kings Finance (Mauritius) Ltd.

4th Floor, Ebene Skies Rue de l’Institut, Ebene Mauritius


18. Cox & Kings Japan Ltd YK Building, 3rd Floor 2-2-16, Sangenjaya Sangenjaya, Setagaya-ku, Tokyo 154-0024, Japan.


19. Cox & Kings Tours LLC, Dubai Po Box -31126 S-04, Al Yamama Building Near Gpo, Karama Dubai – UAE


20. Cox and Kings Asia Pacific Travel Ltd

6/F, INF Tower, 308 Des Voeux Road Central, HongKong


21. Cox and Kings Singapore Private Limited

8 temasek Boulevard,#22-03, Suntec Tower 3, Singapore 038988


22. Cox and Kings Destinations Management Services Pvt Ltd-



23. Cox and Kings Global Services (Singapore) Pte Ltd.



24. Cox & Kings Global Services Management (Singapore) Pte Ltd



25. Cox & Kings GmBH Grunstrasse 5, 40212 Dusseldorf, Germany.


26. Cox and Kings Global Services, Qatar

Regus Business Center, First Floor Bank Street, Sword Signal, Doha, Qatar


27. Cox & Kings Global Services Canada Ltd.

c/o David A. Stout, 1500-50 O'Connor Street, Ottawa, ON, K1P 6L2


28. Cox & Kings Global Services LLC Dubai

Po Box : 25770 S-05, Bin Mutlaq Al Ghafli Building Karama, Dubai – UAE


29. Cox and Kings Global Services USA LLC

235, WEST 23RD STREET, 7TH Avenue, New York 10011


30. Cox and Kings Consulting Service (Beijing) Co. Ltd.

RM25, 5/F China Life Tower, 16 Chaowai St, Chaoyang District, Beijing 100020


31. Cox & Kings Global Services Lanka (Pvt) Ltd

47, Alexandra Place, Colombo, 07, Srilanka




32. Cox & Kings Global Services Pvt Ltd

1st Floor,Turner Morrison Building, 16th Bank Street, Fort, Mumbai -400 001, India. Phone No: 022- 22709100


33. Quoprro Global Limited (UK) 6th Floor, 30, Millbank, London, SW 1P 4EE


34. Cox & Kings Global Services Sweden AB

David Bagares geta 26B, 111 38 Stockholm.


35. Quoprro Global Services Pte. Ltd



36. Quoprro Global Services Pvt Ltd

1st Floor,Turner Morrison Building, 16th Bank Street, Fort, Mumbai -400 001, India.


37. Cox & Kings (Australia) Pty Ltd.

72, Market Street, South Melbourne, VIC-2305, Australia


38. Tempo Holidays Pty Ltd. 72, Market Street, South Melbourne, VIC-2305, Australia


39. Tempo Holidays NZ Ltd. 333 Remuera Road, Remeura Auckland-1050 New Zealand


40. Cox and Kings Nordic PTY Limited



41. Cox & Kings PGL Camps Pty Ltd



42. Prometheon Holding Private Limited,

4th Floor, Ebene Skies, Rue de L'Institut, Ebene, Mauritius


43. Prometheon Australia Pty Ltd 72, Market Street, South Melbourne, VIC-2305, Australia


44. Prometheon Singapore pte Ltd



45. Prometheon Enterprise Limited



46. Prometheon Holdings (UK) Ltd



47. Prometheon Limited 6th Floor, 30 Millbank, London, SW 1P 4EE


48. Chateau de Lamorlaye SCI Lieudit Segries, Vagnas, 07150 Vallon Pont d'Arc. France


49. Domaine de Segries SCI Lieudit Segries, Vagnas, 07150 Vallon Pont d'Arc. France


50. Edge Adventures Ltd 3rd Floor, 30 Millbank London, UK, SW1P 4DU


51. EST Transport Purchasing Ltd 3rd Floor, 30 Millbank London, UK, SW1P 4DU


52. European Study Tours limited 4 Post Office Walk, Hertford, SG14 1DL


53. Freedom of France Limited Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL


54. Holidaybreak Education Limited

3rd Floor, 30 Millbank London, UK, SW1P 4DU


55. Holidaybreak Holding Co Ltd 3rd Floor St George's Court, Upper Church Street, Douglas. IM1 1EE Isle of Man


56. Holidaybreak Hotel Holdings GmbH

Schöneberger Straße 15, 10963 Berlin, Germany





57. Meininger Hotels Limited 3rd Floor, 30 Millbank London, UK, SW1P 4DU


58. Holidaybreak Ltd 3rd Floor, 30 Millbank London, UK, SW1P 4DU


59. Holidaybreak QUEST Trustee Ltd



60. Holidaybreak Trustee Ltd 3rd Floor, 30 Millbank London, UK, SW1P 4DU


61. Hotelnet Ltd 3rd Floor, 30 Millbank London, UK, SW1P 4DU


62. Meinigner Airport Frankfurt GmbH



63. Meininger "10" City Hostel Berlin-MItte GmbH

Hallesches Ufer 30, 10963 Berlin, Germany


64. Meininger "10" Frankfurt GmbH



65. Meininger "10" Hamburg GmbH

Hallesches Ufer 30, 10963 Berlin, Germany


66. Meininger "10" Hostel und Reisevermittlung GmbH



67. Meininger Airport Hotels BBI GmbH



68. Meininger Amsterdam Amstelstation BV

Orlyplein 1-67, 1043DR, Amsterdam, Netherlands


69. Meininger Amsterdam BV Orlyplein 1-67, 1043DR, Amsterdam, Netherlands


70. Meininger Barcelona GmbH (formerly Meininger Leipzig GmbH)



71. Meininger Berlin Hauptbahnhof GmbH



72. Meininger Brussels GmbH (formerly Meininger Berlin Europaplatz GmbH)



73. Meininger City Hostels & Hotels GmbH

Columbusgasse 16 1100 Wien, Austria


74. Meininger Finance Company Limited

33-37 Athol Street, Douglas, Isle of Man, IM1 1LB


75. Meininger Holding GmbH Schöneberger Straße 15, 10963 Berlin, Germany


76. Meininger Hotelerrichtungs GmbH

Fürbergstraße 18-20, 5020 Salzburg, Austria


77. Meininger Ltd 3rd Floor, 30 Millbank London, UK, SW1P 4DU


78. MEININGER Hotel Berlin East Side Gallery GmbH (Formerly Meininger Nürnberg Gmbh)



79. Meininger Oranienburger Straße GmbH



80. MEININGER Hotel Berlin Tiergarten GmbH (formerly Meininger Postdamer Platz GmbH)



81. Meininger Paris SCI 259 Rue Saint Honore 75001 Paris. France


82. Meininger Shared Services GmbH





83. Meininger West GmbH & Co. KG



84. Meininger West Verwaltungs GmbH



85. Meininger Wien GmbH Rembrandstraße 21, 1020 Wien, Austria


86. Meininger Wien Schiffamtsgasse GmbH

Schiffamtgasse 15, 1020 Wien, Austria


87. Meininger Hotel Heidelberg GmbH (formerly known as Meininger Hotel Munchen Hirschgarten GmbH)



88. Meininger Hotel Munchen Olympiapark GmbH



89. Meininger Hotel Leipzig Hauptbahnhof GmbH



90. Meininger Hotel USA Limited 3rd Floor, 30 Millbank London, UK, SW1P 4DU


91. Meininger Holding USA Inc Blumber Excelsior Services 1013Centre Road, Suit, 403S Wilmington de 19805, Country of New Castle


92. Meininger Hotel Europe Limited



93. Meininger Hotel Bordeaux SAS

3 Rue du Golf - Parc Innolin CS 60073 33701 Mérignac CEDEX, France


94. MEININGER Hotel Rome Termini Station S.r.l

Via Delle Quattro Fontane, 20 Cap, 00184, Roma, Italy


95. MEININGER Hotel Venice Marghera S.r.l

Via Delle Quattro Fontane, 20 Cap, 00184, Roma, Italy


96. MEININGER Hotel Hungary kft

1027 Budapest, Kacsa utca 15-23, Hungary


97. Meininger Hotel Asia Pacific Pte. Limited

80 Robinson Road, #02-00, Singapore, 068899


98. Meininger Hotel Paris Porte de Vincennes SAS,

259 Rue Saint Honore 75001 Paris. France


99. Meininger Hotel Russia Limited



100. Meininger Hotels (India) Private Limited

1st Floor, Turner Morrison Building 16 Bank Street, Fort Mumbai, India


101. Meininger Hotel Zurich AG c/o Zurich City West Centre GmbH, Badenerstrasse 549, 8048 Zurich, Switzerland


102. Meininger Hotel Milan Lambrate SRL

via Crocefisso, n.5, Milan (MI), Italy


103. Meininger Hotel Copenhagen ApS

C/O Accura Advokatpartnerselskab Tuborg Boulevard 1 2900 Hellerup Denmark


104. Meininger Hotel Brussels Midi Station SA

Rue de la Presse 4, 1000 Brussels, Belgium


105. Meininger Hotel Milan City SRL

via Crocefisso, n.5, Milan (MI), CAP 20122, Italy





106. Meininger Hotel Lyon SAS 1 Boulevard Marius Vivier Merle 69443 Lyon Cedex 3


107. Meininger Hotel Genf AG, Geneva

c/o Geneva Cornavin Centre Sarl, 7 place de Cornavin, 1201 Geneva


108. Noreya 2002 SL Tuset, 20-24 Barcelona. Spain Subsidiary 51% 2(87)109. NST Holdings Limited Discovery House Brooklands

Way, Whitehills Business Park. Blackpool FY4 5LW


110. NST Limited 22 Northwood Court, Santry, Dublin 9, Ireland


111. NST Transport Services Limited

Discovery House Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW


112. NST Travel Group Limited Discovery House Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW


113. PGL Adventure Camps PTY Limited

1st Floor, 72 Market Street, South Melbourne, Vic 3205


114. PGL Adventure Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL


115. PGL Air Travel Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL


116. PGL Aventures SAS Lieudit Segries, Vagnas, 07150 Vallon Pont d'Arc. France


117. PGL Group Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL


118. PGL Property PTY Limited 1st Floor, 72 Market Street, South Melbourne, Vic 3205


119. PGL Travel Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL


120. PGL Travel PTY Limited 1st Floor, 72 Market Street, South Melbourne, Vic 3205


121. P.G.L Voyages Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL


122. SARL Le Chateau D'Ebblinghem

Lieudit Kastel Velt, RN 42 Ebblinghem, (59173) Renescure. France


123. SASu Le Chateau D'Ebblinghem

Lieudit Kastel Velt, RN 42 Ebblinghem, (59173) Renescure. France


124. Simpar SASu Chateau de Grande Romaine, La Grande Romaine. 77150 Lesigny. France


125. Travelplus Group Gmbh Munsterstrasse 111, 48155 Munster. Germany


126. Travelplus Group Gmbh, Austria

Leitermayergasse 43/3 A-1180 Wien Austria


127. Travelworks UK Limited 3rd Floor, 30 Millbank London, UK, SW1P 4DU


128. Hotels London Limited 6th Floor, 30 Millbank London, UK, SW1P 4EE


129. Malvern Group Ltd (name changed wef May 9, 2017-formerly known as Malvern Enterprise UK Ltd)

3rd Floor, 30, Millbank, London, United Kingdom SW1P 4DU

Associate 49% 2(87)



130. Malvern Travel Ltd 3rd Floor, 30, Millbank, London, United Kingdom SW1P 4DU

Associate 49% 2(87)

131. Late Rooms Limited The Peninsula Building, Victoria Place, Manchester, United Kingdom, M4 4FB

Associate 49% 2(87)

132. Hotelbreak Enterprise UK Ltd 6th Floor, 30, Millbank, London, SW1P 4EE


133. Hotelbreak Holdings UK Limited

6th Floor, 30, Millbank, London, SW1P 4EE


134. Tutors Direct Limited Associate 100% 2(87)135. Tute Education Ltd Unit 3, Chesney Court

Wrexham Technology Park Wrexham LL13 7YP UK

Associate 66.95% 2(87)

136. Radius Global Travel Limited 7700 Wisconsin Avenue Suite 400 Bethesda, MD 20814 United States

Associate 30% 2(87)

137. Tulip Stars Hotel Ltd Plot No 3, Opposite Punchkuiya Road Bhanot Chamber, Aram Bagh, Pahar Ganj Delhi-110055

Associate 30% 2(87)

138. Royale Indian Rail Tours Ltd Ground Floor, STC Building (Jawahar Vyapar Bhawan) 1-Tolstoy Marg, New delhi - 110001

Associate 50% 2(87)

139. Cox & Kings Global Services Private Limited, UK

6th Floor, 30 Millbank, London, SW1P 4EE


140. Meininger Hotel Dresden GmbH



141. Meininger Hotel Glasgow Limited

272 Bath Street, Glasgow G2 4JR


142. Holidaybreak Education EBT Limited



143. Malvern Travel Technology Limited


Associate 49% 2(87)

144. Superbreak Mini Holidays Group Ltd

Eboracum Way, Heworth Green. York. YO31 7RE

Associate 49% 2(87)

145. Superbreak Mini Holidays Ltd Eboracum Way, Heworth Green. York. YO31 7RE

Associate 49% 2(87)

146. Superbreak Mini Holidays Transport Ltd

Eboracum Way, Heworth Green. York. YO31 7RE

Associate 49% 2(87)

147. Candk Tours SDN. BHD. (Incorporated on 14.11.2017)

Tingkat 28-01, Integra Tower, The Intermark, 348 Jalan Tun Razak, 50400 Kuala Lumpur

Subsidiary 30 % 2(87)

148. Cox & Kings Travel Limited, Hong Kong (Incorporated on 01.02.2018)




IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Cate-gory Code

Category of Shareholder No. of Shares Held at the beginning of the year 31/03/2017

No. of Shares Held at the end of the year 31/03/2018

% Change

during the year Demat Physical Total % of total

shares Demat Physical Total % of total shares

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

(A) PROMOTER AND PROMOTER GROUP

(1) INDIAN(a) Individual /HUF 59,14,000 0 5,91,4000 3.35 59,14,000 0 5,91,4000 3.35 0(b) Central Government/State

Government(s)0 0 0 0 0 0 0 0 0

(c) Bodies Corporate 5,74,70,067 0 5,74,70,067 32.55 5,74,70,067 0 5,74,70,067 32.55 0(d) Financial Institutions / Banks 0 0 0 0 0 0 0 0 0(e) Others 0 0 0 0 0 0 0 0 0

Sub-Total A(1) : 6,33,84,067 0 6,33,84,067 35.9 6,33,84,067 0 6,33,84,067 35.9 0(2) FOREIGN(a) Individuals (NRIs/Foreign

Individuals)87,84,504 0 87,84,504 4.98 53,84,504 0 53,84,504 3.05 1.93

(b) Bodies Corporate 1,83,46,560 0 1,83,46,560 10.39 1,83,46,560 0 1,83,46,560 10.39 0(c) Institutions 0 0 0 0 0 0 0 0 0(d) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0(e) Others 0 0 0 0 0 0 0 0 0

Sub-Total A(2) : 2,71,31,064 0 2,71,31,064 15.37 2,37,31,064 0 2,37,31,064 13.44 1.93Total A=A(1)+A(2) 9,05,15,131 0 9,05,15,131 51.26 8,71,15,131 0 8,71,15,131 49.34 1.93

(B) PUBLIC SHAREHOLDING(1) INSTITUTIONS(a) Mutual Funds /UTI 30,15,975 0 30,15,975 1.71 4,00,000 0 4,00,000 .0.23 1.48(b) Financial Institutions /Banks 1,48,808 1,48,808 0.08 46,180 46,180 0.0. 0.05(c) Central Government / State

Government(s)0 0 0 0 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0 0 0 0 0(e) Insurance Companies 50,64,738 0 50,64,738 2.87 26,59,715 0 26,59,715 1.51 1.36(f) Foreign Institutional Investors 5,49,52,743 5,49,52,743 31.12 6,87,41,004 6,87,41,004 38.93 - 7.81(g) Foreign Venture Capital

Investors 0 0 0 0 0 0 0 0 0

(h) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0(i) Others 0 0 0 0 0 0 0 0 0

Sub-Total B(1) : 6,31,82,264 0 6,31,82,264 35.78 7,18,46,899 0 7,18,46,899 40.69 -4.91(2) NON-INSTITUTIONS(a) Bodies Corporate 94,74,269 0 94,74,269 5.37 73,25,554 0 73,25,554 4.15 1.22(b) Individuals

(i) Individuals holding nominal share capital upto ₹2 Lakhs

80,38,832 356 80,39,188 4.55 63,72,195 356 63,71,839 3.61 0.94

(ii) Individuals holding nominal share capital in excess of ₹2 Lakhs

30,85,868 0 30,85,868 1.75 30,16,205 0 30,16,205 1.71 .04

(c) OthersCLEARING MEMBERS 8,54,445 0 8,54,445 0.48 35,915 0 35,915 0.02 0.46FOREIGN BODIES 0 0 0 0.00 0 0 0 0.00 0.00NON RESIDENT INDIANS 6,87,500 0 6,87,500 0.39 482207 0 482207 0.27 0.12NRI NON-REPATRIATION 1,11,743 0 1,11,743 0.06 2,87,194 0 2,87,194 0.16 -0.10TRUSTS 7,470 0 7,470 0.00 7,370 0 7,370 0.00 0.00I E P F 0 0 0 0.00 379 0 379 0.00 0.00

(d) NBFC registered with RBI 2,84,149 0 2,84,1495 0.16 75,841 0 75,841 0.04 0.12Sub-Total B(2) : 2,25,44,276 356 2,25,44,632 12.77 1,76,02,504 356 1,76,02,860 9.97 2.80Total B=B(1)+B(2) : 8,57,26,540 356 8,57,26,896 48.55 8,94,49,403 356 8,94,49,759 50.66 -2.11Total (A+B) : 17,62,41,671 356 17,62,42,027 99.82 17,65,64,534 356 17,65,64,890 100 -0.18


Cate-gory Code

Category of Shareholder No. of Shares Held at the beginning of the year 31/03/2017

No. of Shares Held at the end of the year 31/03/2018

% Change

during the year Demat Physical Total % of total

shares Demat Physical Total % of total shares

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

(C) Shares held by custodians, against which Depository Receipts have been issued

(1) Promoter and Promoter Group(2) Public 3,22,863 0 3,22,863 0.18 0 0 0 0 0.18

GRAND TOTAL (A+B+C) : 17,65,64,534 356 17,65,64,890 100.00 17,65,64,534 356 17,65,64,890 100.00

(ii) Shareholding of Promoters:

Sr. No Name of the Shareholder

Shareholding at the beginning of the Year (April 1, 2017)

Shareholding at the end of the Year (March 31, 2018)

% Change during

the year No. of Shares held

% of total shares of the

Company

% of shares Pledged/

encumbered to total Shares

No. of Shares held


Company

% of shares Pledged/

encumbered to total Shares

1 Sneh Sadan Traders and Agents Limited (formerly known as Sneh Sadan Graphic Services Limited)

3,30,38,368 18.71 64.85 3,30,38,368 18.71 97.1 0

2 Kubber Investments (Mauritius) Pvt Ltd

1,83,46,560 10.39 - 1,83,46,560 10.39 - 0

3 Liz Traders and Agents Private Limited(formerly known as Liz Investments Private Limited)

1,71,81,699 9.73 93.57 1,71,81,699 9.73 81.34 0

4 Anthony Bruton Meyrick Good 60,39,832 3.42 26,39,832 1.5 1.925 Urrshila Kerkar 46,39,600 2.63 98.37 46,39,600 2.63 98.56 -0.116 Ajay Ajit Peter Kerkar 27,44,672 1.55 - 27,44,672 1.55 96.62 07 Elisabeth Kerkar 12,74,400 0.72 - 12,74,400 0.72 100 08 Kerry Investments Limited 0 0 0 0 0 0 09 Vividham Graphic LLP 0 0 0 0 0 0 010 Standford Trading Private

Limited72,50,000 4.11 - 72,50,000 4.11 0 0

TOTAL : 9,05,15,131 51.26 0 8,71,15,131 49.34 0 1.92

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

Sr. No

Shareholding at the beginning of the Year (April 1, 2017)

Shareholding at the end of the Year (March 31, 2018)

No. of Shares held % of total shares of the Company No. of Shares held % of total shares of

the Company

1 At the beginning of the year 9,05,15,131 51.26 9,05,15,131 51.26

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.)

34,00,000

3 At the end of the year 9,05,15,131 51.26 8,71,18,131 49.34



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

Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs & ADRs)

Sr. no

Name of the Share Holder

Shareholding at the beginning of the Year Transactions during the year Cumulative Shareholding

during the Year

No of Shares% of total

shares of the Company

Date No of Shares Reason No of Shares


Company

1 NEW HORIZON OPPORTUNITIES MASTER FUND

77,50,000 4.39 - - - 77,50,000 4.39

2 KARST PEAK ASIA MASTER FUND

0 0.00 November 24, 2017 6,37,000 Purchase 6,37,000 0.36December 8, 2017 15,60,000 Purchase 21,97,000 1.24

December 15, 2017 7,12,000 Purchase 29,09,000 1.65December 22, 2017 6,48,000 Purchase 35,57,000 2.01

February 2, 2018 30,59,000 Purchase 66,16,000 3.75February 9, 2018 3,62,000 Purchase 69,78,000 3.95

3 SMALLCAP WORLD FUND, INC

65,00,000 3.68 March 9, 2018 3,21,775 Purchase 68,21,775 3.86March 16, 2018 6,78,225 Purchase 75,00,000 4.25

4 SSG INVESTMENT HOLDING INDIA I LIMITED

47,96,248 2.72 December 22, 2017 (17,41,934) Sale 30,54,314 1.73

5 KARST PEAK VERMILION PARTNERS MASTER FUND

0 0.00 November 24, 2017 3,63,000 Purchase - 3,63,000 0.21December 8, 2017 9,00,400 Purchase 12,63,400 0.72

December 15, 2017 4,14,000 Purchase 16,77,400 0.95December 22, 2017 22,00,000 Purchase 38,77,400 2.20

6 PREMIER INVESTMENT FUND LIMITED

9,125 0.01 July 7, 2017 (7,595) Sale 1,530 0.00December 22, 2017 5,30,000 Purchase 5,31,530 0.30December 29, 2017 15,000 Purchase 5,46,530 0.31

January 5, 2018 17,00,000 Purchase 22,46,530 1.27January 19, 2018 16,15,722 Purchase 38,62,252 2.19

7 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED

33,59,917 1.90 April 7, 2017 (2 19 190) Sale 31,40,727 1.78May 5, 2017 (1,529) Sale 31,39,198 1.78

May 12, 2017 (55,089) Sale 30,84,109 1.75May 15, 2017 (36,732) Sale 30,47,377 1.73

May 26, 2017 (9,213) Sale 30,38,164 1.72June 2, 2017 (55,700) Sale 29,82,464 1.69June 9, 2017 (2,48,365) Sale 27,34,099 1.55

June 16, 2017 (2,52,158) Sale 24,81,941 1.41June 23, 2017 (55,442) Sale 24,26,499 1.37June 30, 2017 (3,08,409) Sale 21,18,090 1.20

July 7, 2017 (75,473) Sale 20,42,617 1.16July 14, 2017 (47) Sale 20,42,570 1.16July 21, 2017 47 Purchase 20,42,617 1.16

July 28, 2017 (5,53,778) Sale 14,88,839 0.84August 4, 2017 (1,30,888) Sale 13,57,951 0.77August 11, 2017 (10,748) Sale 13,47,203 0.76

August 25, 2017 (83,169) Sale 12,64,034 0.72September 1, 2017 (1,70,063) Sale 10,93,971 0.62

September 8, 2017 (16,052) Sale 10,77,919 0.61September 22, 2017 (3,41,576) Sale 7,36,343 0.42September 29, 2017 (2,71,460) Sale 4,64,883 0.26

October 6, 2017 (1,12,377) Sale 3,52,506 0.20October 27, 2017 (2,62,158) Sale 90,348 0.05October 31, 2017 (90,348) Sale 0 0.00


Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs & ADRs)

Sr. no

Name of the Share Holder

Shareholding at the beginning of the Year Transactions during the year Cumulative Shareholding

during the Year

No of Shares% of total

shares of the Company

Date No of Shares Reason No of Shares


Company

8 JANUS OVERSEAS FUND.

2888274 1.64 April 14, 2017 (15,76,132) Sale 13,12,142 0.74April 21, 2017 (4,71,095) Sale 8,41,047 0.48

April 28, 2017 (6,57,117) Sale 1,83,930 0.10May 5, 2017 (49,272) Sale 1,34,658 0.08

May 12, 2017 (97,615) Sale 37,043 0.02May 19, 2017 (37,043) Sale 0 0.00

9 LETKO BROSSEAU EMERGING MARKETS EQUITY FUND

0 0.00 June 9, 2017 2,77,000 Purchase 2,77,000 0.16June 16, 2017 1,74,519 Purchase 4,51,519 0.26June 23, 2017 50,000 Purchase 5,01,519 0.28

September 22, 2017 1,41,807 Purchase 6,43,326 0.36September 29, 2017 4,90,209 Purchase 11,33,535 0.64

October 6, 2017 7,159 Purchase 11,40,694 0.65October 13, 2017 1,79,346 Purchase 13,20,040 0.75

October 20, 2017 7,58,300 Purchase 20,78,340 1.18October 27, 2017 4,18,700 Purchase 24,97,040 1.41January 19, 2018 85,000 Purchase 25,82,040 1.46

January 26, 2018 2,53,000 Purchase 28,35,040 1.61 10 THE BOARD OF

REGENTS OF THE UNIVERSITY OF TEXAS SY

205555 0.12 April 7, 2017 2,78,516 Purchase 4,84,071 0.27June 2, 2017 70,914 Purchase 5,54,985 0.31June 9, 2017 23,132 Purchase 5,78,117 0.33

June 16, 2017 1,41,209 Purchase 7,19,326 0.41June 23, 2017 15,804 Purchase 7,35,130 0.42June 30, 2017 2,58,098 Purchase 9,93,228 0.56

July 7, 2017 28,345 Purchase 10,21,573 0.58July 14, 2017 39,149 Purchase 10,60,722 0.60July 21, 2017 35,486 Purchase 10,96,208 0.62

July 28, 2017 57,371 Purchase 11,53,579 0.65August 4, 2017 1,85,024 Purchase 13,38,603 0.76August 11, 2017 60,875 Purchase 13,99,478 0.79August 11, 2017 31,587 Purchase 14,31,065 0.81

August 18, 2017 58,978 Purchase 14,90,043 0.84September 1, 2017 1,05,002 Purchase 15,95,045 0.90

September 8, 2017 30,025 Purchase 16,25,070 0.92September 15, 2017 2,17,806 Purchase 18,42,876 1.04

September 25, 2017 74,126 Purchase 19,17,002 1.09October 6, 2017 25,720 Purchase 19,42,722 1.10

October 13, 2017 70,048 Purchase 20,12,770 1.14October 20, 2017 1,53,400 Purchase 21,66,170 1.23

January 5, 2018 1,70,301 Purchase 23,36,471 1.32January 12, 2018 4,22,400 Purchase 27,58,871 1.56



(v) Shareholding of Directors and Key Managerial Personnel:

Sr no Name of the Share Holder Sold bought Cumulative Holding Date

1 Ms. Urrshila Kerkar 0 0 46,39,600 31-03-2017Ms. Urrshila Kerkar 0 0 46,39,600 31-03-2018

2 Mr. Ajay Ajit Peter Kerkar 0 0 27,44,672 31-03-2017Mr. Ajay Ajit Peter Kerkar 0 0 27,44,672 31-03-2018

3 Mr. ABM Good 0 0 60,39,832 31-03-2017Mr. ABM Good 34,00,000 0 26,39,832 31-03-2018

4 Mr. Pesi Patel 0 0 1,68,904 31-03-2017Mr. Pesi Patel 0 0 1,68,904 31-03-2018

5 Mr. Mahalinga Narayanan 0 0 31-03-2017Mr. Mahalinga Narayanan 0 0 31-03-2018

6 Mr. S. C. Bhargava 0 0 31-03-2017Mr. S. C. Bhargava 0 0 31-03-2018

7 Mr. Anil Khandelwal 0 0 8,000 31-03-2017Mr. Anil Khandelwal 0 0 8,000 31-03-2018

8 Ms. Rashmi Jain 0 0 31-03-2017Ms. Rashmi Jain 0 0 31-03-2018

V Indebtedness

(₹ in Lakhs)Secured Loans

excluding deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the Financial Year (01.04.17)

i) Principal Amount 62,146 66,164 0 1,28,311ii) Interest due but not paid - - 0 -iii) Interest accrued but not due 33 1,209 1,241 0 Total (i+ii+iii) 62,179 67,373 0 1,29,552Change in Indebtedness during the Financial Year Addition 2,474 1,38,969 Reduction (19,485) (52,644) Exchange Difference Net Change - 17,011 86,326 0 -Indebtedness at the end of the Financial Year (31.03.18) i) Principal Amount 45,168 1,53,699 0 1,98,866ii) Interest due but not paid - - - iii) Interest accrued but not due - 830 830Total (i+ii+iii) 45,168 1,54,529 0 1,99,697


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

Sl. No Particulars of Remuneration

Name of the WTD Name of the KMP Name of the KMPUrrshila Kerkar Anil Khandelwal Rashmi Jain

Gross salary1 (a) Salary as per provisions contained in section 17(1) of the

Income-tax Act, 19612,78,88,000.00 1,89,31,558.40 39,19,599.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 39,600 0 10,803.00(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) 28,23,692.00 3,47,260.00 1,94,218.00

Total (A) 3,07,51,292.00 1,92,78,818.00 41,24,620.006 Ceiling as per the Act 1277.76 Lakhs being 5% of the net profit of the Company

calculated as per Section 198 of the Companies Act, 2013

B. Remuneration to other directors:

Sr. no. Particulars of Remuneration

Name of Directors TotalAmount

Ajay Ajit Peter Kerkar ABM Good Pesi Patel Subhash

Bhargava M. Narayanan

1. Independent Directorsa) Fee for attending board/ committee

meetings3,30,000 3,40,000 3,20,000 99,00,000

b) Commission 700,000 700,000 700,000 21,00,000c) Others, please specify

Total (1) 10,30,000 10,40,000 10,20,000 30,90,0002. Other Non-Executive Directorsa) Fee for attending board/ committee

meetings2,80,000 3,20,000 - - - -

b) Commissionc) others, please specify

Total (2) 2,80,000 320,000 - - - -Total (B)=(1+2) 2,80,000 3,20,000 10,30,000 10,40,000 10,20,000 36,90,000Total ManagerialRemunerationOverall Ceiling as per the Act ₹255.55 Lakhs (being 1% of the net profit of the Company calculated as per Section

198 of the Companies Act, 2013)

VII. Penalties / Punishment/ Compounding of Offences:

Type Section of Companies Act Brief Description

Details of Penalty/punishment /

compounding fee imposed

Authority (RD/NCLT/Court)

Appeal made, if any (give details)

Penalty punishment compounding NilOther officers in Default

Penalty punishment compounding



Business Responsibility Report

SECTION A: General Information about the Company1. Corporate Identity Number (CIN) L63040MH1939PLC0113522. Name of the Company Cox & Kings Ltd (C&K)3. Registered address Turner Morrison Building, 1st Floor, 16, Bank Street, Fort, Mumbai 400 0014. Website www.coxandkings.com5. E-mail ID [email protected]. Financial Year reported 2017-187. Sector(s) that the Company is engaged in

(industrial activity code-wise)Tours and Travels (Code: 791)

8. List three key products/services that the Company manufactures/provides (as in balance sheet)

Leisure India, Leisure International and Education /Foreign exchange

9. Total number of locations where business activity is undertaken by the Company

(a) Number of International Locations (Provide details of major 5). Company is a leading leisure and education travel group with operations in 22 countries across 4 continents. United Kingdom, Australia, United States of America, Dubai and Japan are the 5 major locations.(b) Number of National Locations – the Company has been offering its services through 12 branch sales offices and 169 franchisees across India.

10. Markets served by the Company Domestic & Global

SECTION B: Financial Details of the Company1. Paid up Capital (₹) ₹88,28,24,4502. Total Turnover (₹) 259,527 Lakhs (Standalone)3. Total profit after taxes (₹) 17,605 Lakhs (Standalone)4. Total spending on Corporate Social

Responsibility (CSR) as percentage of profit after tax

Refer Annual report on CSR Activities

5. List of activities in which expenditure in 4 above has been incurred

Refer Annual report on CSR Activities

SECTION C: Other Details1. Does the Company have any Subsidiary

Company/Companies?Yes. (For details, refer Note 29 of Consolidated Financial Statements)

2. Do the Subsidiary Company/Companies participate in the BR initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s)

Most of the subsidiaries are incorporated outside India. They comply with the requirements of their respective countries and have independent business responsibility initiatives. However, the Company encourages its subsidiaries to participate in its group wide BR initiatives on several topics.

3. Do any other entity/entities (e.g. suppliers, vendors etc.) that the Company does business with participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]

The Company does not mandate its suppliers/distributors to participate in the Company’s BR initiatives. However, they are encouraged to adopt such practice and follow the concept of being a responsible business.

SECTION D: BR Information1. Details of Director/Directors responsible for BR:a. Details of the Director/Director responsible for implementation of the BR Policy/policies

DIN Number 00021210Name Urrshila KerkarDesignation Whole Time Director


b. Details of the BR headNo. Particulars Details1. DIN Number (if applicable) 000212102. Name Urrshila Kerkar3. Designation Whole Time Director4. Telephone Number 022 227091005. e-mail ID [email protected]

2. Principle-wise (as per NVGs) BR Policy/policiesa. Details of compliance (Reply in Y/N)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1. Do you have a policy/ policies for.... Y Y Y Y Y Y Y Y Y2. Has the policy being formulated in consultation with the relevant

stakeholders?Y Y Y Y Y Y Y Y Y

3. Does the policy conform to any national / international standards? If yes, specify? (50 words)

The policies are broadly based on National Voluntary Guidelines on social, environmental and economical responsibilities of business issued by the Ministry of Corporate Affairs, Government of India.

4. Has the policy being approved by the Board? Y Y Y Y Y Y Y Y Y5. Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board

Director? Y Y Y Y Y Y Y Y Y

6. Indicate the link for the policy to be viewed online? http://www.coxandkings.com/live/home/?link=investorsrelations&CI_ID=18&CM_ID=153&CP_ID=447

7. Has the policy been formally communicated to all relevant internal and external stakeholders?

Y Y Y Y Y Y Y Y Y

8. Does the Company have in-house structure to implement the policy/ policies?

Y Y Y Y Y Y Y Y Y

9. Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders’ grievances related to the policy/ policies?

Yes, any grievance or feedback related to the policies can be sent to [email protected]. CSR Committee of the Board of Directors is responsible for addressing stakeholder concerns related to BR policies.

10. Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?

Yes

b. If answer to the question at serial number 1 against any principle, is ‘NO’, explain why: (Tick up to 2 options)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1. The Company has not understood the Principles 2. The Company is not at a stage where it finds itself in a position to

formulate and implement the policies on specified principles 3. The Company does not have financial or manpower resources

available for the task Not applicable

4. It is planned to be done within next 6 months 5. It is planned to be done within the next 1 year 6. Any other reason (please specify)



3. Governance related to BRa. Indicate the frequency with which Board of Directors,

Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year

Annually

b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

The Company published its second Business Responsibility report for FY 2017-18 which forms part of the Company’s annual report for FY 2017-18. The same can be accessed at http://www.coxandkings.com/live/home/?link=investorsrelations&CI_ID=18&CM_ID=151

SECTION E: Principle-wise PerformancePRINCIPLE 1 - Business should conduct and govern themselves with Ethics, Transparency and Accountability

1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

Yes, Company has put in place code of conduct for Directors and senior Management personnel, which extends to the group including all its employees, Directors & subsidiaries. Company has also in put in place, Whistleblower Policy in order to enable employees and others to bring to the notice of Board and management, any wrongdoing or unethical practices observed in the Company.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

For details on investors complaints and resolution, refer to “Investor complaints” in the Corporate Governance which forms part of this Annual Report. The complaintsare in the nature of non receipt of dividends, non receipt of annual report etc.

PRINCIPLE 2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

• We extensively deal with hotels and restaurants for bookings on behalf of our clients. These suppliers are all local with a local employee base. By sending tourists in thousands to many of these tourist places, Cox & Kings has been contributing considerably to the local employment.

• Cox & Kings' adventure brand, Trip 360 carries out various treks and hikes for cleaning trash and other social activities. While the brand's foundation element has been sustainability, it continues to organise plantation drives, volunteer trips and rural tours that promotes sustainable tourism and provides innovative solutions to varied environmental and societal problems.

• Cox & Kings respects and comprehends every section of the society. Many like to travel but don't get the opportunity to do so due to physical restrictions. Cox & Kings launched an exclusive brand called Enable Travel that caters to Senior Citizens as well as Disabled travellers, offering them seamless travel products from around the world.

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product(optional): (a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain? (b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

Cox & Kings strives to make every tour and service provided sustainable with minimal or zero negative impact on the livelihoods of local people and environment. All the details pertaining to tours have been published on www.coxandkings.com


3. Does the Company have procedures in place for sustainable sourcing (including transportation)? (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

NA

4. Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? (a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

Cox & Kings partners with the local suppliers for the tours. Our consistent business to them has ensured welfare to the local people to a great extent. Some of our tours have also ensured considerable amount of business to the local suppliers during off-season.

5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

Cox & Kings is a service company and doesn’t manufacture any product that can be recycled. However, across all our branches our administration departments follow the process of recycling all the recyclable products. Through innovative campaigns such as Cox & Kings Cares Week and Drop the Bottle, all the staffers are encouraged to not discard materials ranging from clothing to Plastic Bottles. Instead, a collection drive is organised, wherein the usable items are donated to the underprivileged and in case of plastic bottles, they are forwarded to competent NGOs for recycling purpose.

PRINCIPLE 3 - Businesses should promote the well-being of all employees

1. Please indicate the Total number of employees. 26872. Please indicate the Total number of employees hired on

temporary/contractual/casual basis.125

3. Please indicate the Number of permanent women employees. 7704. Please indicate the Number of permanent employees with

disabilities7

5. Do you have an employee association that is recognised by management?

No

6. What percentage of your permanent employees is members of this recognised employee association?

NA

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, and sexual harassment in the last financial year and pending, as on the end of the financial year:

No. Category No. of complaints filed during the financial year

No. of complaints pending as on end of the financial year

1. Child labour/forced labour/involuntary labour Nil Nil2. Sexual harassment Nil Nil3. Discriminatory employment Nil Nil

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?

a. Permanent Employees 60% Skill up-gradation and 100% safety

b. Permanent Women Employees 27%c. Casual/Temporary/Contractual Employees 5%d. Employees with Disabilities 0.3%



PRINCIPLE 4 - Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised

1. Has the Company mapped its internal and external stakeholders? Yes/No

Yes

2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalised stakeholders

Yes

3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalised stakeholders. If so, provide details thereof, in about 50 words or so.

We engage with the disadvantaged, vulnerable and marginalised stakeholders to EDUCATE & EMPOWER them through focused initiatives in health, education, women empowerment and rural infrastructure.

We provide such needy patients best of health in the areas of Thalassaemia, Cancer or any other life-threatening illness/disease.

We have been associated with various schools in urban and semi urban areas where we provide educational infrastructure in the form of renovating schools, scholarships to deserving students etc.

We provide vocational training to women in the areas of sewing, beautician courses, technology etc. in order to empower them. More than hundreds of women who are made self-sufficient by skill development in the slum areas find the courage and skill to deal with domestic issues and rise above poverty. Our initiatives have also enabled them to facilitate education of their children.

PRINCIPLE 5 - Businesses should respect and promote human rights

1. Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

It covers entire Cox & Kings Group. However, it does not cover suppliers, contractors, NGOs and others.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

None

PRINCIPLE 6 - Businesses should respect, protect, and make efforts to restore the environment

1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others.

The policy covers the Company and all its subsidiaries along with the contractors working with the premises of the Company.

2. Does the Company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.

• Cox & Kings has undertaken specific projects under Responsible Tourism. In association with experienced Non Governmental Organisations, Cox & Kings has set up Biogas units in several villages dotting the periphery of Pench. Pench is a tourist location and protected sanctuary in Madhya Pradesh. Cox & Kings' intervention has reduced deforestation thus contributing in reducing the global warming as well as man-animal conflict.

• Cox & Kings has organised innovative campaigns such as Drop the Bottle. The campaign dealt with collecting plastic bottles across offices in Mumbai. The campaign saved more than 1000 bottles from getting discarded wrongly.

• We firmly believe that to safeguard our future generation, it is our prime responsibility to protect the environment now. To do so, we continue to do campaigns to increase the green cover by plantation activities. Cox & Kings organised Tree Plantation activity. It facilitated employee engagement as well, thus, ensuring growing sensitivity of the staff members towards the environment.


3. Does the Company identify and assess potential environmental risks? Y/N

Yes.

4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?

No

5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

No

6. Are the Emissions/Waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year being reported?

NA

7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

None

PRINCIPLE 7 - Businesses when engaged in influencing public and regulatory policy, should do so in a responsible manner

1. Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

Yes • CII (Confederation of Indian Industry)• FICCI• Indian Merchants’ Chamber• Assocham India• PHD Chamber of Commerce & Industry• British Business Group, Mumbai• IATA Agents Association of India (IAAI)• Association of Domestic Tour Operators of India (ADTOI)• PATA• Travel Agents Association of India (TAAI)• Indo American Chamber of Commerce

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)

No



PRINCIPLE 8 - Businesses should support inclusive growth and equitable development

1. Does the Company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

• Cox & Kings lays importance on skill development as it is the most effective way to eliminate discrimination in our society. Through Cox & Kings Foundation we have trained more than 465 women in FY 2017-18 from the slum areas of Mumbai. These women, have now taken up different jobs after vocational training. Besides lectures on personality development, beautician and sewing courses are also provided to these women. Through skilling initiative, Cox & Kings has been able to break the vicious cycle of poverty for them.

• Cox & Kings' new brand – Enable Travel caters to Senior Citizens and Disabled Travellers. Termed as India's first Accessible Holiday Specialist, the vertical has been conceptualised for the Wheelchair bound, Vision impaired, Deaf and Speech Impaired besides Senior Citizens. Amidst ignorance and lack of infrastructure for differently-abled citizens of India, Enable Travel of Cox & Kings brings hope and possibility of seamless travel across the world.

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organisation?

Cox & Kings Foundation

3. Have you done any impact assessment of your initiative? Yes

4. What is your Company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken.

Kindly refer to Annexure II of the Directors Report

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

• The beneficiaries of our Women Empowerment project are now employed. They are receiving consistent income that has made them independent.

• Enable travel has been successful in providing a responsive platform for the disabled travellers. Stressing upon equality for all in the tourism sector, Cox & Kings' initiative has been getting tremendous response world over.


PRINCIPLE 9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.

2.63%

The Company’s uncompromising commitment is to provide best in class services to its customers. A well established system is in place for dealing with customer feedback and complaints. Customers are provided multiple options to connect with the Company through email, telephone, website, social media, feedback forms, etc.

The complaints are appropriately addressed and resolved. Also the complaints are insignificant in comparison to the number of customers

2. Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A. /Remarks(additional information)

Yes

The brochures, the itinerary and price grid being shared with customers carry pertinent information.

3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.

There are no cases in relation to unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year from any stakeholders.

4. Did your Company carry out any consumer survey/ consumer satisfaction trends?

Yes,

The Company evaluates customer satisfaction by reaching out to both external and internal customers. Where in a feedback form is sent to customers requesting them to rate us on various parameters pertinent to services rendered and feedbacks are continually evaluated to drive Customer Satisfaction Index.

For and on behalf of the Board of Directors

Place: Mumbai ABM Good Date: May 28, 2018 Chairman



Report on Corporate Governance

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

This report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), and the report contains the details of Corporate Governance systems and processes at the Company.

The Company strongly believes that establishing good corporate governance practises in each and every function of the organisation leads to achieve sustainable growth and enhances long term value for all the stakeholders. 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. The Company always endeavours to carry its business operations in a fair, transparent and ethical manner and also holds itself accountable and responsible to the society it belongs. The Company considers it imperative to abide by the laws and regulations of the land in letter and spirit is committed to the highest standards of corporate behaviours.

Our Corporate Governance is a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. The Company’s Governance Structure comprises a dual layer, the Board of Directors and the Committees of the Board at the apex level and the Management Team at an operational level. The Board lays down the overall Corporate Objectives and provides direction and independence to the Management Team to achieve these objectives within a given framework. This professional management process results in building a conducive environment for sustainable business operations and value creation for all stakeholders.

The Board of Directors and the committees of the Board play a fundamental role in upholding and furthering the principals of good governance which translates into ethical business practices, transparency and accountability in the Company’s dealing with its stakeholders and in the utilisation of resources for creating sustainable growth to the benefit of all the stakeholders. The Board within the framework of law, discharges its fiduciary duties of safeguarding the interests of the Company. The Boards composition and size is robust and enables it to deal competently with emerging business development issue

and exercise independent judgment. The Board oversees the Management’s functions and protects the long terms interests of our stakeholders.

Committee of Directors assists the Board of Directors in discharging its duties and responsibilities; The Board has constituted the following Committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility & Governance (CSR&G) Committee, Risk Management Committee and Business Responsibility Committee.

The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its Directors and employees which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (“the Act”). These codes are available on the Company's website.

The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as applicable, with regard to corporate governance.

2. Board of Directors i. As on March 31, 2018, the Company has six

Directors. Of the six Directors, one is Executive Director, two 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, 2018 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, 2018 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.

Name of the Director Category

Number of board meetings during the year 2017-18

Whether attended last AGM held on

September 21, 2017

Number of Directorships in other Public

Companies

Number of Committee

positions held in other Public

Companies-Held Attended

Mr. AB M Good Non-Independent, Non-Executive 5 5 Yes 1 1Mr. Peter Kerkar Non-Independent, Non-Executive 5 5 Yes 2 0Ms. Urrshila Kerkar Executive 5 4 No 1 0Mr. Pesi Patel Independent, Non-Executive 5 5 Yes 1 1Mr. M. Narayanan Independent, Non-Executive 5 5 Yes 4 5Mr. S.C. Bhargava Independent, Non-Executive 5 5 Yes 8 6

Video / tele-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings.

v. Five 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 29, 2017, May 30, 2017, August 11, 2017, November 14, 2017 and February 14, 2018. The last Annual General Meeting of the Company was held on September 21, 2017. The necessary quorum was present for all the meetings

vi. All the meetings are conducted as per well designed and structured agenda and in line with the compliance requirement under the Companies Act, 2013, Rules thereunder and applicable Secretarial Standards prescribed by ICSI. All the agenda items are backed by necessary supporting information and documents. Additional agenda items in the form of “Other Business” are included with the permission of the Chairman and majority of the Directors present at the meeting

vii. During the year 2017-18, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has been placed before the Board for its consideration.

viii. The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company.

ix. 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. Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and Board. During the year, one meeting of the Independent Directors was held on February 14, 2018. Mr. Pesi Patel is the Lead Independent Director.

x. The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company.

xi. The Company updates the Board Members on a continuing basis on any significant changes therein and provides them an insight to their expected roles and the responsibilities so as to be in a position to take well-informed and timely decisions and contribute significantly to the Company. The Company through its Senior Management Personnel makes presentations regularly to the Board, Audit Committee or such other Committees, as may be required, covering, inter alia,



business strategies, operations review, quarterly and annual results, budgets, review of Internal Audit Report and Action Taken.

xii. The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company’s business segments are made at the separate meetings of the Independent Directors from time to time.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. The details of the familiarisation programme of the Independent Directors are available on the website of the Company (http://www.coxandkings.com/investor relations).

xiii. One of the Key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the nomination and remuneration committee to lay down evaluation criteria for the performance of the Chairman, the Board, Board Committees and executive/non-executive/independent directors through a peer evaluation.

xiv. The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 2013 read with rules issued thereunder, Listing Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India.

xv. The Company has in place a comprehensive Code of Conduct ('the Code') applicable to the Directors and employees. The Code is applicable to Non-Executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

A copy of the Code has been put up on the Company’s website. The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

A declaration signed by the Company’s Whole Time Director is published in this Report.

xvi. The Board constantly evaluates the contribution of members and periodically shares updates with the shareholders about reappointments consistent with applicable statutes. The current law in India mandates that two-third of the non-independent directors be liable to retire by rotation every year, and one-third of them mandatorily retires by rotation, and qualifies the retiring members for reappointment.

xvii. 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.


Mr. Anthony Bruton Meyrick GoodName Anthony Bruton Meyrick GoodAge 85 years Director Identification Number 00189453Date of Birth 18.04.1933Date of Joining the Board 28.10.1987No. of shares held in the Company as on March 31, 2018

26,39,832

Number of Meeting of Board attended during the financial year (2017-18)

5

Qualification Charted Institute of Public relations and Honorary life fellow of the Institute of Directors

Brief resume including experience After serving as a management trainee with the Distillers Group, he ventured into the field of journalism and subsequently spend five years first as Public Relations Officer and later in a group marketing role with the then largest independent airline group in the UK. In this capacity, he was involved in setting up a tour operating subsidiary. Mr Good formed the Good Relations Group in 1962 and floated it on the London Stock Exchange in 1982. In 1970, as a Director of Grindlays Commercial Holdings, he was commissioned to turn Cox & Kings – which the bank had bought - into a long-haul tour operator specialising in India. He was appointed to the board of Cox & Kings Limited in 1971 and became Chairman in 1975. Under his astute guidance, the Company imbibed quality standards and practices.

Directorships and Committee memberships in other companies as on March 31, 2018

Directorship:• Tulip Star Hotels Limited• Good Relations (India) Private LimitedMembership:• Tulip Star Hotels Limited • Audit Committee - Member

Relationship with other Directors, Managers and other Key Managerial Personal of the Company

Not related to any Director/ Key Managerial personnel

Terms & Conditions of appointment or re appointment

Director liable to retire by rotation

xviii. A brief profile of Director retiring by rotation, nature of his expertise in specific functional areas and company name in which he hold Directorship, Memberships/ Chairmanship of Board Committees and shareholding in the Company are provided below:



xix. A brief profile of Independent Director, nature of his expertise in specific functional areas and company name in which he hold Directorship, Memberships/ Chairmanship of Board Committees and shareholding in the Company are provided below:

Mr. Mahalinga NarayananName Mahalinga NarayananAge 73 years Director Identification Number 00159288Date of Birth 01.07.1945Date of Joining the Board 16.06.2007No. of shares held in the Company as on March 31, 2018

-


5

Qualification Post graduate in Commerce (M.Com) and holds a Degree in Law. He is also a Certified Associate of Indian Institute of Bankers (CAIIB).

Brief resume including experience He had served as Chairman and Managing Director with Tourism Finance Corporation of India Limited between July 2004 and September 2006. He had also occupied the position of General Manager, Industrial Finance Corporation of India and held senior management positions in IFCI and Bank of Baroda. Mr. Narayanan started his professional career with Reserve Bank of India in June 1964. The Institute of Economic Studies, New Delhi, conferred him with UDYOG Rattan Award in the year 2005 for excellence in performance


Directorship:• Tulip Star Hotels Limited• Pride Hotels Limited• Gujarat Hotels Limited• Royale India Rail Tours LimitedMembership:• Tulip Star Hotels Limited • Audit Committee – Chairman • Nomination & Remuneration Committee – Member • Stakeholders Relationship Committee- Member• Pride Hotels Limited • Audit Committee – Chairman• Gujarat Hotels Limited • Audit Committee – Member • Nomination & Remuneration Committee – Member• Royale India Rail Tours Limited • Audit Committee – Chairman




Not liable to retire by rotation


Mr. Subhash Chandra BhargavaName Subhash Chandra BhargavaAge 73 years Director Identification Number 00020021Date of Birth 20.07.1945Date of Joining the Board 01.10.2007No. of shares held in the Company as on March 31, 2018

Nil


5

Qualification Graduate in Commerce (B.Com) from Delhi University and is a Fellow of the Institute of Chartered Accountants of India

Brief resume including experience He has over 45 years of experience and knowledge in the field of Banking and Finance. He had held number of leadership roles within Life Insurance Corporation of India. He has served as Executive Director (Investment) with the Life Insurance Corporation of India wherein he was responsible for looking after investment functions like debt, equity, monitoring corporate sector, investment in infrastructure as well as social sector, which involved dealing with State Government bodies and Central Government Undertakings etc.


Directorship:• A.K. Capital Services Ltd.• Industrial Investment Trust Limited• Mahindra Trucks & Buses Limited• NBS International Limited• Aditya Birla My Universe Limited• Aditya Birla Sunlife Pension Management Ltd.• Aditya Birla Capital Limited• Mahindra Two Wheelers LimitedMembership:• Industrial Investment Trust Limited • Audit Committee – Chairman • Remuneration Committee - Member• Mahindra Trucks & Buses Limited • Audit Committee – Member • Nomination & Remuneration Committee – Member• NBS International Limited • Audit Committee – Member • Nomination & Remuneration Committee – Member• Aditya Birla My Universe Limited • Audit Committee – Member • Nomination & Remuneration Committee – Member• Aditya Birla Sunlife Pension Management Ltd. • Audit Committee – Member • Nomination & Remuneration Committee – Member• Aditya Birla Capital Limited • Nomination & Remuneration Committee – Member• Mahindra Two Wheelers Limited • Audit Committee – Member • Nomination & Remuneration Committee – Member







Mr. Pesi PatelName Pesi PatelAge 66 years Director Identification Number 00189453Date of Birth 31.03.1952Date of Joining the Board 05.02.1998No. of shares held in the Company as on March 31, 2018

1,68,904


5

Qualification Graduate in Commerce (B.Com) from University of Mumbai.Brief resume including experience He started his career with family’s industrial products manufacturing

business. He oversaw the sales and marketing of the products and led the division in manufacturing these products. Ultimately in 1982, Pesi gained responsibility for running the entire Company. Under his leadership, the Company experienced growth both structurally and financially.


Directorship:• Tulip Star Hotels LimitedMembership:• Tulip Star Hotels Limited • Nomination & Remuneration Committee – Chairman • Stakeholders Relationship Committee- Member





xix. 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 Executive Director 46,39,600Mr. A. B.M. Good Non Executive Chairman 26,39,832Mr. Peter Kerkar Non Executive Director 27,44,672Mr. Pesi Patel Independent Director 1,68,904Mr. Mahalinga Narayanan Independent Director 0Mr. Subhash Chandra Bhargava Independent Director 0

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 Board of Directors of the Company has

constituted an Audit Committee of the Board which conforms to the criteria in terms of the requirements

of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company meets every quarter, inter alia, to review the financial results for the previous quarter before the same are approved at Board Meetings, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee may also meet from time to time, if required.

The Audit Committee has been vested with; inter alia, the following powers:

i. to investigate any activity within its terms of reference;

ii. to seek information from any employee;

iii. to obtain outside legal or other professional advice;


iv. to secure attendance of outsiders with relevant expertise, if it considers necessary.

Terms of reference The Audit Committee reviews the Reports of

the Internal Auditor and the Statutory Auditors periodically and discusses their findings. The role of the Audit Committee is as follows:

a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b. Recommending to the Board the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

d. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of clause (c) of subsection 3 of Section 134 of the Companies Act, 2013 to the extent applicable.

• Changes, if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report.

e. Reviewing, with the management, the statement of uses of application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds

of a public or rights issue, if any, and making appropriate recommendations to the Board to take up steps in this matter;

f. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

g. Approval or any subsequent modification of transactions of the Company with related parties;

h. Scrutiny of inter-corporate loans and investments;

i. Valuation of undertakings or assets of the Company, wherever it is necessary;

j. Evaluation of internal financial controls and risk management systems;

k. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

l. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

m. Discussion with internal auditors any significant findings and follow up there on;

n. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

o. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern, if any;

p. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

q. To review the functioning of the Whistle Blower Mechanism;

r. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

s. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or



discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

In addition, the Audit Committee also mandatorily reviews the following:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

• Management letters, letters of internal control weaknesses, if any, issued by the Statutory Auditors;

• Internal audit reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

Composition of the Committee, Meetings and Attendance The Audit Committee comprises of three Independent Directors and one Non-Executive Director. Mr. M. Narayanan,

Independent Director, is the Chairman of the Committee.

SI. No. Name of the Member Category No. of Meetings

attended

1 Mr. M. Narayanan Chairman & Independent Director 52 Mr. A. B. M. Good Non-executive Director 53 Mr. Pesi Patel Independent Director 54 Mr. S. C. Bhargava Independent Director 5

The Chairman of the Audit Committee was present at the Seventy Seventh Annual General Meeting of the Company held on September 21, 2017.

The Executive Directors, the Statutory Auditors, the Chief Internal Auditor and the Head of Finance are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as the Secretary to the Audit Committee.

The Committee granted omnibus approval for the related party transactions proposed to be entered into by the Company during the financial year 2018. On a periodic basis, the committees reviewed and approved the transactions of the Company with related parties and recommend the Board for approval as and when necessary.

ii) Nomination and Remuneration Committee The Board of Directors of the Company has a

Nomination and Remuneration Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms of Reference • Formulation of the criteria for determining

qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Composition of the Committee, Meetings and Attendance

The Nomination and Remuneration Committee consists of two Independent Directors and two Non-Executive Directors. Mr. Pesi Patel, Independent Director, is the Chairman of the Committee.


One Meeting of the Remuneration Committee was held during the year May 29, 2017. Category of Directors as the Nomination and Remuneration Committee Members and their attendance at the aforesaid Meetings are detailed below:


attended

1 Mr. M. Narayanan Chairman & Independent Director 52 Mr. A. B. M. Good Non-executive Director 53 Mr. Pesi Patel Independent Director 54 Mr. S. C. Bhargava Independent Director 5

The Chairman of the Nomination and Remuneration Committee was present at the Seventy Seventh Annual General Meeting of the Company held on September 21, 2017.

The Whole Time Director, CFO and the Head of Human Resource Functions are permanent invitees to the Meetings of the Nomination and Remuneration Committee. The Company Secretary is in attendance at the Nomination and Remuneration Committee Meetings.

Performance Evaluation of the Board, Committees and Directors

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts a Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole

ii. Committees of the Board of Directors

iii. Individual Directors including the Chairman of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your Company has carried out a Performance Evaluation for the Board / Committees / Directors of your Company for the financial year ended March 31, 2018.

The key objectives of conducting the Board Evaluation were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in Board Meetings and contribute to achieve the common business goal of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential manner and provide their feedback on a rating scale of A to D. Duly completed

formats were sent to the Chairman of the Board and the Chairman / Chairperson of the respective Committees of the Board for their consideration. The Performance Evaluation feedback of the Chairman was sent to the Chairperson of the Nomination and Remuneration Committee.

Outcome of such Performance Evaluation exercise was tabled at the Nomination and Remuneration Committee Meeting and also discussed at a separate Meeting of the Independent Directors.

The Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation to the Board of Directors and the same was tabled before the Board. All the criteria of Evaluation as envisaged in the SEBI Circular of Guidance Note on Board Evaluation had been adhered to by your Company. Based on the aforesaid Performance Evaluation, your Board decided to continue the terms of appointment of the Chairman, the Independent Directors, the Executive Directors and the Non-Executive Directors.

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 to Directors Nomination and Remuneration Policy: In compliance with the requirements of the

Companies Act, 2013, Rules framed thereunder and pursuant to the provisions of Regulation 12(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II to the said Regulations, the Board of Directors of the Company has a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, Functional Heads and other employees of the Company. The Policy provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board diversity and remuneration to directors, key managerial personnel, etc. The said policy is posted on the Company's website http://www.coxandkings.com/downloads/investor-relations/nomination-remuneration-policy.pdf

Non-Executive Directors 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 Board meeting and 10,000 per Committee meeting. 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 details of sitting fees and Commission on Net Profits paid to the Independent Directors during the financial year ended March 31, 2018 and the number of Equity Shares in the Company held by the Independent Directors are also mentioned below:

Name of the Member Sitting Fees Commission per annum Total

Mr. Pesi Patel 3,30,000 7,00,000 10,30,000Mr. M. Narayanan 3,20,000 7,00,000 10,20,000Mr. S. C. Bhargava 3,40,000 7,00,000 10,40,000Mr. ABM Good 3,20,000 - 3,20,000Mr. Peter Kerkar 2,80,000 - 2,80,000

Executive Directors The Company pays remuneration to Executive Director 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.

The details of remuneration and perquisites paid to the Executive Director during the year under review are as under:

Particulars Amount in ₹

Salary (HRA, bonus, business meeting expenses) 2,28,09,996Perquisites (Car, holidays) 39,600Others (Gratuity, PF and Insurance) 21,91,387Total 2,50,40,983

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 paid any 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 attending meeting of the Board and its Committee(s) thereof.

iii) Stakeholders Relationship Committee The Board of Directors has a Stakeholders

Relationship Committee under the Chairmanship of an Independent Director of the Company.

The Stakeholders Relationship Committee consists of two Independent Directors and one Non-Executive Director. Mr. Pesi Patel, Independent


Director is the chairman of the committee. One meeting of the Shareholders’/Investors’ Grievance Committee was held during the year on May 29, 2017. Category of Directors as Members of the Stakeholders Relationship Committee and their attendance at these Meetings are detailed below:


attended

1 Pesi Patel Chairman & Independent Director 12 A. B. M. Good Non-Executive Director 13 M. Narayanan Independent Director 1

Ms. Rashmi Jain, Company Secretary is the Compliance Officer of the Company and is in attendance in all the Meetings of the Committee.

The Chairman of the Stakeholders Relationship Committee was present at the Seventy Seventh Annual General Meeting of the Company September 21, 2017.

In compliance with the requirements of the SEBI Circular No. CIR/OIAE/2/2011 dated June 3, 2011, the Company has obtained a User ID and Password for processing the investor complaints in a centralised web based SEBI Complaints Redress System - 'SCORES'. This enables the investors to view online the action taken by the Company on their complaints

and current status thereof, by logging on to the SEBI's website, www.sebi.gov.in. No shareholder's complaint was lying unresolved as on March 31, 2018 under 'SCORES'.

It is confirmed that there was no request for registration of share transfers and transmissions lying pending as on March 31, 2018 and that all requests for issue of new certificates, sub-division or consolidation of shareholdings, etc., received up to March 31, 2018 have since been processed. The Company has an efficient system in place to record and process all requests for dematerialisation and re-materialisation of shares in the Company through NSDL/CDSL.

Nature of complaints received and resolved during the financial year ended on March 31, 2018:

Sl. No. Subject matter of Complaints

Complaints pending as on

April 1, 2017

Complaints Received during

the financialyear ended

March 31, 2018

Complaints Redressed up

to March31, 2018

Complaints pending as on

March31, 2018

1. Non-receipt of Dividend 0 8 8 02. Non-receipt of Annual Reports 0 18 18 0

Total 0 26 26 0

iv) Corporate Social Responsibility And Governance Committee

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘corporate social responsibility policy’, observe practices 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 activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under

• To recommend the amount of expenditure to be incurred on the CSR activities

• To monitor the implementation of the framework of the CSR Policy

• To approve the Corporate Sustainability Report and oversee the implementation of sustainability activities

• To observe corporate governance practices at all levels and to suggest remedial measures wherever necessary

• To ensure compliance with corporate governance norms prescribed under Listing Agreements with 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 One meeting of the Corporate Social Responsibility

and Governance Committee was held during the year on May 29, 2017. Category of Directors as Members of the Corporate Social Responsibility and Governance Committee and their attendances at these Meetings are detailed below:


attended

1 Ms. Urrshila Kerkar Whole Time Director 12 Mr. Peter Kerkar Non-Executive Director 13 Mr. S.C. Bhargava Independent, Non Executive Director 1

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

Risk Management Policy of the Company inter-alia provides as under:

• Business / Strategic Risk: The Board oversees the risks which are inherent in the businesses pursued by the Company. The oversight is through review/ approval of business plans, projects and approvals for business strategy/policy.

• Operational Risks: These are being mitigated by internal policies and procedures which are updated from time to time to address reviewed risks.

• Financial Risks: These risks are addressed on an on-going basis by Treasury, Insurance and Foreign exchange team. 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 overall for the Company as a whole. The top tier of risks for the


Company is captured by the operating management after serious deliberations on the nature of the risk being a gross or a net risk and thereafter in a prioritised manner presented to the Board for their inputs on risk mitigation/ management efforts. The Board engages in the Risk Management process and has set out a review process so as to report to the Board the progress on the initiatives for the major risks of each of the businesses that the Company is into.

The Company also has a Comprehensive risk management policy with respect to its foreign exchange business 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 from the Statutory Auditors certifying that the Company has compliant with KYC/ AML/ CFT guidelines issued by the RBI from time to time.

Meeting Details One meeting of the Committee was held during the year on

May 29, 2017.

Composition of the Committee

SI. No. Name of Director Executive/Non Executive

1 Mr. Peter Kerkar Non-Executive Director2 Mr. Pesi Patel Independent, Non Executive Director3 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 raise the level of governance and also to meet specific business needs:

(a) Finance Committee: The Finance Committee was constituted by the

Board to address matters relating to the financial policies and procedures such as requirements of banking, funds, augmentation of resources, access to liquidity, to raise funds for the operations of the Company, consider and to recommend to the Board about the sources and uses of funds, reviewing and recommending to the Board methods and terms of external financing and other financial transactions required to achieve the Company’s objectives.

The committee reports to the Board and the minutes of these meetings are placed before the Board. Term of reference of the Committee inter alia include the following

• Review the Company’s financial policies, risk assessment and minimisation procedures, strategies and capital structure, working capital and cash flow management, and make such reports and recommendations to the Board with respect thereto, as it may deem advisable

• Review banking arrangements and cash management

• Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board,

• and take necessary actions connected therewith, including refinancing for optimisation of borrowing costs

• Give guarantees/issue letters of comfort/providing securities within the limits approved by the Board

• Borrow money by way of loan and/or issue and allot bonds/notes denominated in one or more foreign currencies in international markets for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes, including working capital requirements and possible strategic investments within limits approved by the Board

• Provide corporate guarantee/performance guarantee by the Company within the limits approved by the Board

• Approve opening and operation of Investment

• Management Accounts with foreign banks and appoint them as agents, establishment of representative/sales offices in or outside India

• Other transactions or financial issues that the Board may desire to have them reviewed by the Finance Committee

• Delegate authorities from time to time to the executives/authorised persons to implement the Committee’s decisions

• Review regularly and make recommendations about changes to the charter of the Committee

• 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

(b) 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 Prevention of 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



business establishment (customers) of the Forex Division.

The committee reports to the Board and the minutes of these meetings are placed before the Board.

1. Subsidiary Companies’ 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

2. Related Party Disclosure: The Company’s major related party

transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialisation and the Company’s long-term strategy for sectoral investments, optimisation of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at an arm’s length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could

be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transactions entered into by the Company are included in the Notes to Accounts. None of the transactions with any of related parties were in conflict with the Company’s interest.

The Company’s Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company’s website and can be accessed at http://www.coxandkings.com/downloads/investor-relations/policy-on-related-party-transaction.pdf

3. Whistle Blower Policy: The Company promotes ethical behaviour in

all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. 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

4. 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 - re la t ions/c -and-k-mater ia l i ty - 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.

5. Reconciliation of share capital audit: As mandated under Regulation 55A of SEBI

(Depositories & Participants) Regulations, 1996, a qualified 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.


4. 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 Whole Time 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.

5. 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

2016-17 AGM held on September 21, 2017

Cultuarl Hall, 4th floor, Y.B. Chavan Centre, General Jagannath Bhosle Marg, Near Mantralya, Nariman Point, Mumbai – 400021

Special Business:• Invitation to subscribe to Non-convertible

Debentures• Re-appointment of Ms. Urrshila Kerkar as

whole time director of the Company.


Rama & Sundari Watumull Auditorium, K. C. College Building, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai – 400 020


Debentures


Rama & Sundari Watumull Auditorium, K. C. College Building, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai – 400 020


Debentures• To approve the payment of Commission to

Independent Directors• Revision in Remuneration of Whole Time

Director

6. General Shareholders Information:a. 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

b. Annual General Meeting: Day/Date : Thursday, September 27, 2018

Time : 11.00 a.m.

Venue : Rangaswar Auditorium, 4th Floor, Y.B. Chavan Centre,

Jaganath Bhosle Marg, near Mantralaya, Nariman Point, Mumbai - 400021

c. Dates of Book closure: The Register of Members and Share Transfer Books will

remain closed from September 21, 2018 to September 27, 2018 (both days inclusive) to determine the entitlement of shareholders to receive the final Dividend as may be declared for the year ended March 31, 2018.

d. Dividend Payment Date: The Board of Directors has recommended 20% Dividend

for the financial year 2017-18. The dividend, if approved by shareholders at the ensuing Annual General Meeting shall be paid to those members. Credit /dispatch of dividend warrants on or before October 25, 2018.



Listing fee for the year 2017-18 has been paid to both the Stock Exchanges where the Company’s securities are listed.

g. Equity Shares and Debt Securities: Registrar and Transfer Agents Karvy Computer Share Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramgudu, Hyderabad- 500008. Email id: [email protected] Contact person: Mr. S.V. Raju

h. Debenture Trustees: Axis Trustee Services Limited Axis House, 2nd Floor, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai- 400 025

7. 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 in leading dailies. Audit Committee of the Company reviews the earnings press releases, annual and quarterly reports of the Company, before they are presented to the Board of Directors for their approval for release.

a. News Releases, Presentations, etc.: All the news releases and presentations made at investor conferences and to analysts are posted on the Company’s website at www.coxandkings.com.

b. Presentation to institutional investors/analysts: Detailed presentations are made to institutional investors and financial analysts on the Company’s quarterly as well as annual financial results. These presentations and schedule or analyst or institutional

investors meet are also put on the Company’s website as well as sent to the Stock Exchange. No unpublished price sensitive information is discussed in meeting/presentation with the institutional investors and financial analysts.

c. Quarterly results: The Company’s quarterly / half-yearly / annual financial results are sent to the Stock Exchanges are published in widely circulated national newspapers. Simultaneously, they are also put on the Company’s website and can be accessed at www.coxandkings.com

d. 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 and quarterly reports of the Company etc. are also available on the website in a user-friendly and downloadable form.

e. Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, consolidated financial statements together with Directors’ Report, Auditors’ Report and other important information are circulated to members and others entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website www.coxandkings.com.

f. Reminder to Investors: Reminders for unclaimed shares, unpaid dividend/unpaid interest or redemption amount on debentures are sent to shareholders/debenture holders as per records every year.

g. NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are filed electronically on NEAPS.

e. Financial Calendar (tentative): The tentative calendar for declaration of results for FY 2018-19 is as under:

For Quarter ending - June 30, 2018 Before August 14, 2018For Quarter ending - September 30, 2018 Before November 14, 2018For Quarter ending - December 31, 2018 Before February 14, 2019For Quarter ending - March 31, 2019 Before May 30, 2019

f. Listing on Stock Exchanges: As on March 31, 2018, the securities of the Company are listed on the following exchanges:

Stock Exchanges Scrip Code ISINBombay Stock Exchange 533144 INE008I01018National Stock Exchange COX&KINGS INE008I01018


h. BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘): BSE’s Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

i. SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports

(ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

j. Designated exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing:

• for queries on Annual Report: [email protected]

• for institutional investors / analysts queries: [email protected]

8. Unclaimed Dividend Section 124 of the Companies Act, 2013, mandates the Company to transfer dividend that has been unclaimed for a period

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

2016-17 Final ₹1 per share (on the face value of ₹5 per share) September 21, 2017 September 25, 20242015-16 Final ₹1 per share (on the face value of ₹5 per share) September 23, 2016 September 25, 20232014-15 Final ₹1 per share (on the face value of ₹5 per share) September 25, 2015 September 25, 2022

9. Equity Shares Suspense Account As per Regulation 34 of the Listing Regulations, the Company reports the following details in respect of equity shares lying

in the suspense account as on March 31, 2018:

Particulars No. of Share Holders No. of Equity Shares

Aggregate Number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2017

14 1080

Number of shareholders who approached the Company for transfer of shares from suspense account during the year

- -

Number of shareholders to whom shares were transferred from the suspense account during the year

- -

Aggregate Number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2018

14 1080

The voting rights on the shares in the suspense accounts shall remain frozen till the rightful owners of such shares claim the shares

10. Transfer Of Unpaid/Unclaimed Amounts And Shares To Investor Education And Protection Fund

During the year under review, the Company has credited ₹22,495.00 to the Investor Education and Protection Fund (IEPF) pursuant to Section 125(2) of the Companies Act, 2013.

In accordance with Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has initiated necessary action for transfer of 379 shares in respect of which dividend declared for the financial year 2009-10 has not been paid or claimed by the members for seven consecutive years or more.

The Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company as on September 30, 2017 as also the details of shares liable for transfer in the name of IEPF Authority. The aforesaid details are put on the Company's website and can be accessed at: https://www.coxandkings.com/live/home/?link=investorsrelations&CI_ID=18&CM_ID=169



The Company has also uploaded details of shares liable for transfer in the name of IEPF Authority on the website of the Ministry of Corporate Affairs (www.mca.gov.in)

The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

11. Dematerialisation of Shares: 100% of the Company’s paid up capital has been dematerialised up to March 31, 2018. Trading of equity shares of the

Company is permitted only in demateralised form.

Sr. No Category No. of Holders Total Shares % To Equity

1 Physical 5 356 0.00%2 N S D L 19,186 17,20,11,747 97.42%3 C D S L 9,883 45,52,787 2.58%

Total 29,074 176,564,890 100.00%

12. Stock Market Price Data from April 1, 2017 - March 31, 2018

Month BSE High Price NSE Low Price High Price Low Price

April 17 232.00 210.10 232.10 209.95May 17 242.50 203.05 243.00 197.00June 17 301.00 220.10 301.25 220.00July 17 305.50 262.35 305.60 256.55August 17 293.25 256.95 292.80 256.35September 17 282.30 261.05 282.80 260.45October 17 287.00 259.40 290.00 259.00November 17 275.00 233.00 275.00 230.55December 17 277.20 240.00 276.85 239.05January 18 280.60 247.35 281.00 247.25February 18 273.00 218.25 270.05 213.90March 18 260.00 227.10 260.00 226.55

Performance of the share price of the Company in comparison with Nifty and BSE Sensex:

BSE April 2017 to March 2018

210.1 210.1220.1

262.4 257.0 261.1 259.4

233.0 240.0 247.4

280.6277.2275.0287.0282.3

293.3305.5301.0

29,918

Stoc

k Pr

ice

Clo

sing

Inde

x Pr

ice

30,922 31,730

32,515

31,28433,213

33,14934,057

35,965

34,18432,969

242.5232.0

200Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18

300

400

500 39000

35000

31000

27000

23000

19000

15000

31,146

273.0

218.3 227.1

260.0


Shareholding Pattern as on March 31, 2018

Shareholders No. of Shares %

Promoter and Promoter Group Holding 8,71,15,131 49.34%Foreign Institutional Investor 6,87,41,004 38.93%Mutual Funds 4,00,000 0.23%Bodies Corporate 73,25,554 4.15%Resident Individuals 93,88,400 5.32%Others 35,94,801 1.94%Total 17,65,64,890 100%

Distribution Schedule as on March 31, 2018

Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount

1-5000 28,693 96.20% 3,666,710 18,333,550 2.08%5001-10000 463 1.55% 696,489 3,482,445 0.40%10001-20000 248 0.83% 727,929 3,639,645 0.41% 20001-30000 85 0.28% 426,955 2,134,775 0.24%30001-40000 39 0.13% 281,479 1,407,395 0.16%40001-50000 36 0.12% 342,270 1,711,350 0.19%50001-100000 72 0.24% 1,039,406 5,197,030 0.59%100001 & Above 190 0.63% 169,383,652 846,918,260 95.93%

29,826 176,564,890 882,824,450 100%

NSE April 2017 to March 2018

Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18

197.0

9437

9215

400

350

300

250

200

150 5000

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13. Compliance of Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2)(b) to (i) of Listing Regulations

Sr. No. Particulars Regulation

Compliance Status Yes/

No/N.A. Compliance observed

1. Board of Directors 17 Yes • Composition • Meetings • Review of compliance reports • Plans for orderly succession for appointments • Code of conduct • Fees/compensation to non-executive Directors • Minimum information to be placed before the Board • Compliance Certificate • Risk assessment and management • Performance evaluation of Independent Directors

2. Audit Committee 18 Yes • Composition • Meetings • Powers of the Committee • Role of the Committee and review of information by the Committee

3. Nomination and Remuneration Committee

19 Yes • Composition • Role of the Committee

4. Stakeholders Relationship Committee


5. Risk Management Committee


6. Vigil Mechanism 22 Yes • Review of Vigil Mechanism for Directors and employees • Direct access to Chairman of Audit Committee

7. Related Party Transaction

23 Yes • Policy on Materiality of Related Party transactions and dealing with Related Party Transactions

• Approval including omnibus approval of Audit Committee Review of Related Party transactions

• No material Related Party transactions8. Subsidiaries of the

Company24 Yes • Appointment of Company’s Independent Directors on the Board of material

subsidiary• Review of financial statements of subsidiary by the Audit Committee• Minutes of the Board of Directors of the subsidiaries are placed at the meeting of

the Board of Directors• Significant transactions and arrangements of subsidiary are placed at the meeting

of the Board of Directors9. Obligations with

respect to Independent Directors

25 Yes • Maximum directorships and tenure• Meetings of Independent Directors• Cessation and appointment of Independent Director• Familiarisation of Independent Directors

10. Obligation with respect to employees including Senior Management, Key Managerial Personnel, Directors and Promoters

26 Yes • Memberships / Chairmanships in Committees• Affirmation on compliance of Code of Conduct by Directors and Senior

Management• Disclosure of shareholding by non-executive Directors• Disclosures by Senior Management about potential conflicts of interest

11. Other Corporate Governance requirements

27 Yes • Details of familiarisation programmes imparted to Independent Directors Details of familiarisation programmes imparted to Independent Directors Compliance with discretionary requirements

• Filing of quarterly compliance report on Corporate Governance

12. Website 46(2)(b) to (i)

Yes • Terms and conditions for appointment of Independent Directors• Composition of various Committees of the Board of Directors• Code of Conduct of Board of Directors and Senior Management Personnel• Details of establishment of Vigil Mechanism/Whistle blower policy• Policy on dealing with Related Party Transactions• Policy for determining material subsidiaries• Details of familiarisation programmes imparted to Independent Directors


14. Other information: Compliance Certificate of The Auditors Certificate from the Company’s Auditors, M/s. DTS &

Associates, 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 FY 2017-

18 does not contain any modified audit opinion.

D. Separate posts of Chairman & CEO: The Chairman of the Board is a Non-executive

Director and his position is separate from that of the CEO

E. Reporting of Internal Auditor: The Internal Auditor reports to the Audit Committee.

15. 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 0annual certificate given by the Whole Time Director and the Chief Financial Officer is published in this Report.

16. 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 2017-18.

For Cox & Kings Limited

sd/-Mumbai, Urrshila Kerkar May 28, 2018 Whole Time Director



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 2017-18 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 Limited

sd/- sd/-Mumbai, Urrshila Kerkar Anil KhandelwalMay 28, 2018 Whole Time Director Chief Financial Officer


Independent Auditors’ Certificate on compliance with the conditions of Corporate Governance as per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ashish Mistry For DTS & AssociatesPartner Chartered Accountants

Membership No. 132639

F.R.N.No. 142412W

Mumbai,May 28, 2018

To,The Members of COX & KINGS LIMITED

The Corporate Governance Report prepared by Cox & Kings Limited (“the Company”), contains details as stipulated in Regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing Regulations”) (‘applicable criteria’) with respect to Corporate Governance for the year ended March 31, 2018. This certificate is required by the Company for annual submission to the Stock exchange and to be sent to the shareholders of the Company.

Management’s ResponsibilityThe preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance Report.

The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

Auditor’s ResponsibilityOur responsibility is to provide a reasonable assurance that the Company has complied with the conditions of Corporate Governance, as stipulated in the Listing Regulations.

We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for

Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

The procedures selected depend on the auditors’ judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. The procedure includes but not limited to verification of secretarial records and financial information of the Company and obtained necessary representations and declarations from directors including independent directors of the Company.

The procedure also includes examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

OpinionBased on the procedures performed by us as referred in above paragraphs and according to the information and explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of regulation 46(3) and para C, D and E of Schedule V of the Listing Regulations during the year ended March 31, 2018.

Other matters and Restriction on UseThis Certificate is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

This Certificate is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this Certificate for events and circumstances occurring after the date of this Certificate.



Corporate Social Responsibility Report

Entering the new age of travel, Cox & Kings believes in bringing its vast experience and commitment to the table to bring about a real, sustainable and comprehensive change in the very society it is a part of. Through its philanthropic arm, Cox & Kings Foundation, the Company has been successful in facilitating an inclusive development across.

Cox & Kings recognises the segments it needs to work on for the betterment of the world at large. While we truly understand, our work enables us to reach the remotest of communities and areas; we aim to optimise our capability by intervening to bring about a holistic change.

With effective projects in Education, Healthcare, Environment, Culture Restoration and Animal Welfare and strategic partnerships, Cox & Kings Foundation has changed the lives of the people in different parts of India. As we innovate to make tourism more responsible and effective at the same time, we have reached out to those in need of scientific and sustainable intervention.

1. Education We firmly believe that many of our societal issues

including poverty, unemployment, and gender violence can be addressed through education. Therefore, we are committed to making every child literate. Following are the educational projects undertaken in FY 2017-18.

(i) Educational and Nutritional Intervention for holistic growth at Children's Home in Mumbai, Maharashtra

‘Education’ and ‘Nutrition’ are two most important aspects for a child's optimum growth and development. C&K Foundation provide a nutritional supplement on a daily basis to children belonging to nine homes under the aegis of Children’s Aid Society. This endeavour of providing nutrition to over 1500 children is executed on a need-based nutritional support. The children of Bal Kalyan Nagari, Chembur Children’s Home, Additional Observation Home, New Observation Home, Dongri observation homes(3), David Sassoon Industrial School and Mankhurd Home for Mentally Challenged are beneficiaries of the Education for Life Project of Cox & Kings Foundation and OMI.

Under this project, C&K Foundation provide full-time life skills educational sessions with counselling for the children and their families so that they understand the role of education in their children’s lives. The educational counselling also helps improve the mental health of the children.

Nearly 1475 children benefited from the counselling, which in turn motivated them to consistently pursue schooling and be responsible children.

In addition, the children from some of the schools also receive intensive English speaking classes on a daily basis. The special English speaking course focuses on conversations, reading and building confidence. In the introductory year for the English Speaking course, notable success has been achieved as the kids who lacked the confidence to talk now speak basic English.

(ii) Education for the underprivileged With a firm belief that no one must lack education due to

inadequate funds, C&K Foundation sponsors schooling for those underprivileged every year. This year too, the foundation took up the responsibility of two such children. These children having undergone major surgeries, their parents couldn’t fund their education due to lack of funds. Both the children are now doing their schooling regularly with no hindrance with the support of Cox & Kings Foundation.

(iii) Adopting pre-primary schools in Pune – In Hadapsar and Mahadevnagar areas of Pune lies two

schools named Mamta Trust adopted by C&K Foundation. Having extended holistic support to the children here, C&K Foundation has ensured their all-round development.

The children belong to nearby communities and hail from marginalised families. In FY 2017-18, 240 of them benefitted by the special curriculum of Mamta Trust. The Mamta Express Literacy Curriculum includes elements of Montessori Method, the Kindergarten Method, the Glenn Doman Method, phonics and time-honoured normal methods of local pre-primary teaching.

All this has been blended to adapt to the local culture and children. In addition to the normal academics, the children along with their parents have also been made aware of child-abuse through innovative sessions of Good touch and Bad touch.

(iv) Education, the key to eradicating Poverty For the many children with no access to nutrition and

education in tribal areas of Bengal, Parivaar, an NGO, has been working towards their welfare, silently yet effectively. With residential campuses that ensure a healthy life and access to education, Parivaar has been helping children rise from poverty since the last decade. C&K Foundation shares the vision with Parivaar to


educate each and everyone, especially the ones who are vulnerable and are from marginalised communities. Through the various welfare-intervention programmes, Parivaar along with C&K Foundation has contributed towards the development of children who are highly vulnerable to exploitation, victimisation and trafficking, including orphans, street children, abandoned children, and extremely impoverished children from tribal areas.

2. Women Empowerment Cox & Kings believes that the empowerment of women

is the key to progress as a society. In FY 2017-18, Cox & Kings Foundation continued with its skill development programmes for women from the marginalised communities.

(i) By the women for the women C&K Foundation believes in sustainable as well as effective

models that stress upon focused and holistic change. In cue with the same principle of sustainability, C&K Foundation aims to develop the skills of underprivileged women. The programme famously termed as Damini has been jointly executed by Ojus Medical Institute and C&K Foundation in various slum areas of Mumbai. The objective of the programme is to empower the illiterate, lesser privileged and drop-out women by building their entrepreneurial skills. By facilitating Tailoring, Mehendi and Beautician courses, the Damini project enables the women to earn and sustain their business thus making them independent.

The courses are carried out at different places including Gandhigram BMC School, Juhu; Pant Nagar BMC School, Ghatkopar; Versova BMC School, Yari Road, Versova; Nehru Nagar slums in Vileparle; Ramabai Nagar BMC School, Ghatkopar Mumbai; Dongri (Umerkhadi)Observation Home and Nirmala Niwas, Khar.

A total 465 girls and women joined the skills development training of Damini Project during the year 17-18. Out of which 364 students have so far received certificates after completion of course and rest of the students are in process of completion of course

3. Animal Welfare Animals are a part of the very eco-system that we are

and it is our responsibility to co-exists peacefully for we share the planet with them. There has been a substantial increase in the rise of animal cruelty cases across calling for more action to be done for their betterment. C&K Foundation acknowledges this reality and is committed to working towards a peaceful society for both humans and animals. With timely medical interventions, facilitation of rescues and their rehabilitation, Cox & Kings Foundation has saved many animal lives and advocated a safer society for them.

(i) Rescues a. In a place where animal welfare services are not easily

accessible and available, C&K Foundation along with its partner, People for Animals has been rescuing, medically treating and rehabilitating several animals in distress. In FY 2017-18, the centre in Faridabad rescued about 1000 animals including cats, dogs, bulls, cows, monkeys, a blue bull among others. Besides, life-threatening rescues in different locations, Cox & Kings Foundation and People for Animals, Faridabad are committed towards the animals in need.

b. C&K Foundation works with Bombay Society for the Prevention of Cruelty to Animals (BSPCA) to rescue animals as well as enabling timely medical assistance to those in need. In FY 2017-18, the foundation facilitated medical treatment of 10561 animals including dogs, cats, bulls, birds, rabbits, tortoise, turtles, squirrel, horse and sheep.

(ii) Summer Lifeline – The rising temperature has been talking a point for everyone. Besides, the heat outdoors, it is has been causing drying of lakes and water ponds in cities as well as forests. To save animals from dehydration, People for Animals and Cox & Kings Foundation launched the Summer Lifeline programme wherein Water tubs are placed at different locations in Faridabad. Timely refilling of the tubs ensures the different animals and birds have round-the-clock access to water. A total of 57 water tubs have been placed in FY 2017-18.

(iii) A million Olive Ridley Turtles in Odisha – Deemed as vulnerable, Olive Ridley Turtles are an integral part of our delicate ecosystem and has its own majestic journey of life that surprises many. Having been under constant threat owing to predators, overfishing, harmful fishing nets etc, the Olive Ridley Turtles have been losing lives in great numbers. However, thanks to the successful partnership of Cox & Kings Foundation, Humane Society International and on-ground partner Action for Protection of Wild Animals (APOWA) the situation has drastically changed. C&K Foundation along with HSI and APOWA has enabled the setting up of three critical artificial hatcheries to where vulnerable nests are relocated, the eggs artificially incubated and hatchlings release. In the last nesting season alone, over 30,000 hatchlings were released from these hatcheries. The support has also enabled installation of large bins for trash in nesting sites, regular beach clean-up programmes involving local volunteers and enabling several community-based organisations to take up in-situ protection of the turtle nests.

4. Culture & History Preservation What makes a place unique is the confluence of its

language, food, history and the culture. And to preserve



the identity of this place it is imperative for us to preserve the confluence itself. For Cox & Kings, it is all about the uniqueness of this place that we take to the discerning tourists across. While we do that, we reserve our duty to be responsible towards the destination.

(i) The Matho Museum Project – In Ladakh, Himalayan art and culture are in a fragile

state: the region is currently undergoing a strong identity crisis due to the effects of globalisation, which exposes works of art to neglect and loot. To resolve the crisis and preserve the identity, C&K Foundation aims to exhibit in the handmade building the precious collection of Buddhist artwork of Matho Monastery. The Museum is being built basis a sustainable model that is poised to help contribute to the local economy as well. The project is being carried out by the Cultural & Welfare Society of Matho Gonpa. In FY 2017-18, there has been a substantial progress with the demolition of weak walls, interior designing, sculpting, electricity supply for both inside and outside, making 18% of the showcases, painting, flooring and interior woodcraft.

5. Environment The Cox & Kings Foundation is deeply concerned with

the state of the environment. With a philosophy of 'be green, see green' we intend to bring about a change and stop the depletion of our ecosystems with effective interventions.

(i) Saving the environment through Biogas – The Pench Tiger Reserve in Madhya Pradesh is an

important ecological trove. Villages that dot the outskirts of the reserve are heavily dependent on the forest for firewood, leading to the destruction of the precious forest cover.

Our Biogas plants provide an alternate source of fuel to tribals living in the fringes of Pench, relieving them of the dependence of firewood.

In addition to protecting the green cover, this initiative has curbed human-animal conflict by reducing human incursions into the reserve.

In association with Bombay Natural History Society and Green Works Trust, C&K Foundation facilitated installation of 71 and repair of 51 biogas units. Besides, the families were also presented with stoves for the use of Biogas for cooking purposes.

The families using Biogas were given the labels that boosted the tag of 'Eco-friendly Family' which they could stick in front of their house. This encouraged others to opt for a cleaner energy.

The biogas units are installed in the hamlets of Sarekha, Dulhapur, Khapa, Nahalesarra and Kamthi villages of Pench Reserve in Madhya Pradesh.

(ii) Social and Environmental initiatives by Subsidiary Companies

The Cox & Kings 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.

All of our businesses work with their key stakeholders 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 subsidiaries /group companies 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 divisions have their own environmental policies with specific targets for carbon reduction and details of awareness initiatives.

PGL Education division of Holidaybreak introduce a

campaign whereby at least five actions to reduce energy consumption are taken by our team every day. It remains part of our centre induction process, senior induction process and head office awareness, backed up with a poster campaign.

Food waste is now separated and collected at all our UK centres and we have a separate contract for the collection of food oil, following which it is recycled into bio fuel for vehicles.

PGL have started the move to paperless booking transactions and all our 2019 booking confirmations have been sent by email, not post thus reducing paper use, waste, energy, speed of communication and staff time.

PGL also have a simple plan to reduce energy consumption and to recycle more waste which is working and will continue in the coming years, PGL intend to continue capital plans for reducing energy consumption. PGL continue to prioritise insulation of buildings, timers/controls for electric heaters, replacement of lighting with LED alternatives and the replacement of water pipe infrastructure.

We are working with W2B (Water to Business) to reduce water consumption through the use of improved data logging to detect leaks more quickly.


NST / EST / Study link NST has continued to move away from paper and towards

digital communication at both the marketing stage and throughout the enquiry and booking process.

NST continue to move brochures to digital media, having reduced production of the Spring / Summer brochure by 26,000 paper copies in FY 2017-18.

NST are replacing lighting with LED alternatives where possible and the climate control settings within the HQ building are managed proactively to reduce wasted energy.

Studylink currently hold the ISO 14001-2004 for Environmental Management and ISO 14001 – 2015 for 18/19.

Meininger Meininger has general recycling and waste separation

practise in place to reduce energy consumption and waste. Where possible paperless office documentation is followed. Energy consumption audit under the ESOS Phase II was conducted in German hotels during the year. Similar Energy Consumption audits in other hotels are planned for this FY 2018-19.

All of our businesses are aware of the impact travel has on the environment. Each business continues to improve its environmental practices both at destination and in the office. We understand the importance of environment and are aware that if we fail to act in an environmentally responsible manner, it could result in damage to the reputation of our brands in the Group.

6. Healthcare C&K Foundation is committed to bringing quality

healthcare to the lives of everyone. With our partners we also work to improve the lives of children facing multiple disabilities, thus enabling them to lead an independent life.

In FY 2017-18, Cox & Kings Foundation has implemented the following healthcare projects –

(i) Cycling for Cancer Awareness C&K Foundation makes a conscious effort to blend

everything it does with community commitments. In one such instance, at the launch of its adventure brand, Trip 360˚, Cox & Kings organised a Cycling event in Delhi to create awareness on Cancer. To amplify the event's effect, Cox & Kings promised a sum of ₹10 for every kilometre that the cyclists would cover. The event witnessed an overwhelming response from adventure enthusiasts who were met by few inspiring Cancer Survivors of Can Kids. The survivor heroes spoke about Cancer and their life to

motivate others to join the movement to make our world cancer-free.

(ii) Upkeep of Ashray and Ankur Asmita Centres C&K Foundation supports Ashray and Ankur Asmita,

temporary Crisis Intervention Centres (CIC) set up by CCDT to ensure the protection of children, especially those who are orphaned and vulnerable.

CCDT along with the Cox & Kings Foundation has been able to positively impact the lives of children by way of nutritious food, timely medical care, psychosocial & recreational support and counselling and attention to their developmental needs.

(iii) Clean Drinking Water Water in Kutch is excessively saline, with TDS levels

well above the permissible limits of WHO (World Health Organisation). This has caused deterioration of health of the young kids in schools. The steady fall in the number of school children coming to school and severe water salinity affecting their health prompted C&K Foundation to set up RO filters in association with Centre for Desert and Ocean and Green Works Trust. In FY 2017-18, Cox & Kings Foundation with its partners initiated the 3rd phase of RO filter installation covering 75 more schools and reaching out to about 8300 students

(iv) Making wishes come true Cox & Kings Foundation supports 'Make a Wish

Foundation' in fulfilling ‘To Have’ wishes of the critically ill children. With this money, MAWF buys the child a gift of his or her choice.

The Foundation also supports the 'to go' wishes wherein it fulfils travel wishes of the terminally ill children. Cox & Kings Foundation 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 Ooty, Shirdi, Delhi, Agra, Mysore, Andaman and so on.

(vii) Special therapies to children with multiple disabilities

Each child with Multiple Disabilities Vision Impairment is unique. He/She has his/her individual set of experiences, medical condition, style of learning, likes dislikes, etc. Cox & Kings Foundation believes in assisting these kids to make them independent in their daily lives as much as possible. Our association with Muskan Foundation has brought about an all-round development with the help of several intervention programmes and therapies.

The early intervention with MDVI children includes a well – structured process of assessment, diagnosis and consultation as early as when the child is only



three months old. Muskan conducts an assessment with a multidisciplinary team assessing vision, hearing, intellectual capacity and physical capabilities of each child.

Thereafter, the team works with the parents to start developing the physical and emotional skills of the child. An 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 programme or the special education programme. Based on the needs of the child, therapies like Vision Rehabilitation, Occupational, Physiotherapy and Speech therapy are executed.

(viii) Standing by Bhavika 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.

(ix) Think Foundation The historic St George's hospital is now home to a

modern dedicated Thalassaemic daycare centre thanks to a holistic revamp project. Giving a reason to rejoice

to the kids suffering from the blood disorder, the hospital relaunched its daycare centre with modern facilities in association with Think Foundation and Cox & Kings Foundation. With a refurbished interior, new monitoring system, light fixations, enhanced ventilation, television and computers, the centre has adorned a new look and ensures required comfort to the ailing patients.

Cox & Kings Foundation also organised Blood Donation camps at its premises to help Think Foundation ensure the needy get enough blood. The camps are organised during periods especially when the blood supply is at its low.

In the twelve months to March 31, 2018, PGL, subsidiary of the Company, made a donation of £100 towards Hereford & Worcester First Responders who are volunteers trained by the Ambulance Service to a nationally recognised level and provide lifesaving treatment prior to the arrival of the nearest available emergency ambulance, £125 donated to Youth Adventure Trust – charity that organises camps completely free of charge.

NST, subsidiary of the Company, donated £5000 to Blackpool Young Carers, an independent, local charity and network partner of Carers Trust.


To the Members of COX & KINGS LIMITED

Report on the Standalone Financial StatementsWe have audited the accompanying Standalone financial statements of Cox & Kings Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).

Management’s Responsibility for the Standalone Financial StatementsThe 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 the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and fair presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur 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 are 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 reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the financial position of the Company as at March 31, 2018, and its profit including total comprehensive income, its cash flows and the statement of changes in equity for the year ended on that date.

Other MatterThe comparative financial information of the Company for the year ended March 31, 2017 prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements have been audited by the predecessor auditors. The report of the predecessor auditors on the comparative financial information dated May 29, 2017 expressed an unmodified opinion.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order,

2016 (’the Order’), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

Independent Auditor's Report



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 and belief 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 appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, 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 Company and the operating 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 the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note No. 27(II) to the standalone financial statements.

ii) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts that require provision under any law or accounting standards for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

For D T S & AssociatesChartered Accountants

(Firm Registration no. : 142412W)

Ashish G. MistryPlace: Mumbai Dated: May 28, 2018

Partner Membership No.: 132639


“Annexure A” to Independent Auditor's 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 situation of 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 periodical manner, 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 explanation given to us, title deeds of immovable properties are held in the name of the company.

2) In respect of Inventories:

As explained to us, physical verification of the inventories have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. 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 other parties covered in the register maintained under Section 189 of the Act.

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 to date of payment of interest.

c) Since the principal and interest on these loans are repayable on demand, question of overdue amount does not arise.

4) In respect of loans, investments, guarantees and security given by the Company:

a) Company has complied with the provision of section 185 of the Act in respect of loans given.

b) Company has complied with the provision of section 186 of the Act, in respect of investment, loans, guarantee or security given.

5) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning 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 explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act in respect of the activities undertaken by the 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, Advance Income Tax, the Company is generally regular in payment of Goods and Service tax, provident fund, employees’ state insurance, and professional tax undisputed statutory dues including TDS, sales tax, duty of customs, duty of excise, VAT, cess and any other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the books of account, no undisputed amounts payable in respect of the aforesaid dues, were outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.

Annexure to the Auditors' Report



b) According to the records of the Company and the information and explanations given to us, the disputed dues on account of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess that have not been deposited with appropriate authorities are as under:

Name of Statute Nature of Dues Amount (₹) Period to which the amount relates

Forum where the dispute is pending

Income Tax Act, 1961 Income Tax/Penalties 4,65,91,730/- A.Y 2011 - 12 Income Tax Appellate TribunalIncome Tax Act, 1961 Income Tax/Penalties 5,86,96,790/- A.Y 2012 - 13 Income Tax Appellate TribunalIncome Tax Act, 1961 Income Tax/Penalties 7,45,44,220/- A.Y 2013 - 14 Income Tax Appellate TribunalFinance Act, 1994 Service Tax 1,29,07,77,449/- F.Y 2005 - 2011 Central Excise & Service Tax

Appellate Tribunal

Finance Act, 1994 Service Tax 60,37,108/- F.Y 2011 - 2012 Central Excise & Service Tax Appellate Tribunal

8) In our opinion and according to the information and explanations given to us, the Company has not delayed in repayment of loans to financial institution, bank or dues to debenture holders of the company. The Company has not raised any loan from government.

9) The company did not raise any money by way of Initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly paragraph 3(ix) of the order is not applicable.

10) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11) In our opinion and according to the information and explanation given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule 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 Order are not applicable to the company.

13) In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with sections 177 and 188

of the Act and their details have been disclosed in the standalone financial statements 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 any preferential allotment or private placement of shares of fully or partly convertible debentures during the year and hence 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 into any 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 of the Reserve Bank of India Act, 1934.






Annexure to the Auditors' Report

We have audited the Internal Financial Control over financial reporting of Cox & Kings Limited (“the company”) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year then ended.

Management Responsibility for the Internal Financial ControlsThe 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 ResponsibilityOur 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.

“Annexure B” to Independent Auditor's 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”)

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 ReportingA 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.



Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause 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.

OpinionIn 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, 2018, 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.






Balance Sheet As at March 31, 2018

₹ in Lakhs

Particulars NoteAs at

March 31, 2018As at

March 31, 2017

ASSETSNon-Current Assets

Property, Plant and Equipment 1 3,619 3,200 Capital Work-in-Progress 1 838 1,215 Other Intangible Assets 1 16,980 8,424 Intangible Assets under Development 1 7,132 11,400

Sub-Total 28,569 24,239 Financial Assets

Investments 2 22,051 20,651 Others 2.2 1,653 1,774

Sub-Total 23,704 22,425 Non-Current Assets 52,273 46,664

Current AssetsInventories 4 393 945 Financial Assets

Investments 5 2,800 2,800 Trade Receivables 6 178,850 122,620 Cash and Cash Equivalents 7 51,945 44,370 Bank balances other than above 7 2,534 7,244 Loans 8 167,856 180,534

Current Tax Assets (Net) 9 894 - Other Current Assets 10 85,775 45,202

Current Assets 491,047 403,715 Total 543,320 450,379 EQUITY AND LIABILITIESEquity

Equity Share Capital 11 8,828 8,828 Other Equity 12 292,214 276,795

Equity 301,042 285,623 Non-current liabilities

Financial LiabilitiesBorrowings 13 29,217 40,787

Deferred tax liabilities (Net) 3 767 748 Provisions 14 986 660

Non-Current Liabilities 30,970 42,195 Current liabilities Financial Liabilities

Borrowings 15 162,110 86,400 Trade Payables 16 16,229 14,011 Other Financial Liabilities 17 8,369 2,364

Other Current Liabilities 17 24,554 15,429 Provisions 18 46 4,356 Current Liabilities 211,308 122,560Total 543,320 450,379

Significant accounting policies and notes to the financial statements - 1 to 40

As per our report of even date For DTS & Associates For and on behalf of the BoardChartered Accountants Firm Registration No. 142412W

Ashish G. Mistry Urrshila Kerkar Peter KerkarPartner Director DirectorMembership No. 132639 DIN: 00021210 DIN: 00202891

Rashmi Jain Anil KhandelwalDate: May 28, 2018 Company Secretary C.F.OPlace: Mumbai Membership No. 18978 Membership No.106260



Statement of Profit and Lossfor the year ended March 31, 2018

Significant accounting policies and notes to the financial statements- 1 to 40




₹ in Lakhs

Particulars NoteFor the year ended

March 31, 2018For the year ended

March 31, 2017

INCOMERevenue from Operations 19 262,274 311,747 Other Income 20 11,919 9,253

Total Revenue 274,193 321,000 EXPENDITURE

Cost of Tours 188,904 246,473 Employee Benefits Expense 21 18,483 15,398 Finance Costs 23 10,502 6,494 Depreciation and Amortisation Expense 1 3,090 2,505 Other Expenses 24 25,213 22,412

Total Expenses 246,192 293,282 Profit / (loss) before Tax 28,001 27,718 Tax expenses:

Current Tax 39 9,682 9,468 Deferred Tax 3 44 94 Tax expenses relating to prior years 670 22

10,396 9,584 Profit after Tax 17,605 18,134 Profit / (loss) for the year 17,605 18,134 Other Comprehensive Income (OCI)

Items that will not be reclassified to profit or loss - Re-measurement gains / (losses) on defined benefit plans (71) (43) - Income tax relating to re-measurement gains/(losses) on defined benefit plans 25 15

Total Comprehensive Income 17,559 18,106 Earnings per equity share of face value of ₹5.00 each 26

Basic 9.97 10.33 Diluted 9.97 10.27


Cash Flow Statementfor the year ended March 31, 2018

₹ in Lakhs

ParticularsFor the year ended


March 31, 2017

Cash Flow from Operating ActivitiesProfit before Tax 28,001 27,718 Adjustment for:

Depreciation 3,090 2,505 Unrealized foreign exchange Loss/(Gain) 446 343 Dividend on Investment (2) (2)Interest Income (11,153) (8,037)Interest Expense 10,502 6,494 Actuarial gains and loss reclassified to OCI (71) (43)Provision for bad debts 24 553 Bad debts written off 3 7 Provisions written back (47) -(Profit)/Loss on Sale of Property, Plant and Equipment (PPE) (Net) *(₹0.30 Lakhs) (1) 0*

Operating profit before working capital changes 30,791 29,538 Adjustment for:

(Increase)/Decrease in Inventories 553 221 (Increase)/Decrease in Trade Receivable (56,729) (27,136)(Increase)/Decrease in Loans and Advances and other assets (34,179) (1,667)Increase/(Decrease) in Current Liabilities 11,397 (6,402)Cash Generated from Operations (48,168) (5,446)Income Taxes Paid (15,553) (7,997)

Net cash flow from operating activities A (63,720) (13,443)Cash Flow from Investing Activities

Purchase of PPE & CWIP (7,419) (5,573)Sale of PPE* (₹0.30 Lakhs) - 0 *Movement in other bank balances 4,709 (5,985)Interest Received 11,153 8,446 Dividend Received 2 2 Investment in Subsidiaries/Associates (1,400) (95)Loans and Advances to others (given)/received (16,185) 629 Loans and Advances to Related parties (given)/received, (Net) 22,592 (3,123)

Net cash used in investing activities B 13,452 (5,699)



Cash Flow Statementfor the year ended March 31, 2018

₹ in Lakhs



March 31, 2017

Cash Flow from Financing ActivitiesProceeds of Long Term Borrowing 16,943 35,152 Repayment of Long Term Borrowing (22,098) (31,362)Movement in Short Term Borrowing 75,710 2,179 Proceed from Issue of Equity Shares - 16,846 Issue Expenses - (22)Dividend Paid (Including tax) (2,140) (2,110)Interest Paid (10,502) (5,308)

Net cash flow from financing activities C 57,913 15,375 Net Increase/(decrease) in cash and Cash equivalents (A+B+C) 7,644 (3,767)Cash and Cash equivalents

at the beginning of the period 44,370 48,150 Effect of Unrealised gain/(loss) on revaluation 68 13 at the end of the period 51,945 44,370

Net Increase/(decrease) in cash and Cash equivalents 7,644 (3,767)Cash and Bank Balances (As per Note 7) 54,479 51,614 Less- Margin Money Deposit 2,452 1,317 Less- Fixed Deposits having maturity period more than 3 months but upto 12 months 82 5,927 Cash and Cash Equivalents at the end of the year 51,945 44,370

₹ in LakhsChange in liability arising from financing activities April 1, 2017 Cash Flow March 31, 2018

Borrowings - Non-current 41,910 5,155 36,755Borrowings - Current 86,400 (75,710) 162,110

Cash and cash equivalents are as per Note 7 to the financial statements

See accompanying significant accounting policies and notes to the financial statements - 1 to 40





Statement of Changes in Equityfor the year ended March 31, 2018

(a) Equity Share Capital:

₹ in Lakhs

ParticularsAs at

April 1, 2016Changes during

2016-17As at

March 31, 2017As at

April 1, 2017Changes during

2017-18As at

March 31, 2018

Equity Share Capital 8,466 362 8,828 8,828 - 8,828 Total 8,466 362 8,828 8,828 - 8,828

(b) Other Equity: ₹ in Lakhs

Particulars

Reserves & SurplusOther

Comprehensive Income

Total Other Equity Capital

ReserveSecurities Premium

Debenture Redemption

Reserve

General Reserve

Retained Earnings

Balance as at April 1, 2017 18 191,372 2,343 7,262 75,879 (79) 276,795 Profit for the year - - - - 17,605 - 17,605 Other comprehensive income for the year - - - - - (46) (46)Total Comprehensive Income for the year - - - - 17,605 (46) 17,559 Transfer from General Reserve to Debenture Redemption Reserve

- - 1,447 (1,447) - - -

Dividends paid (including taxes) - - - - (2,140) - (2,140)Balance as at March 31, 2018 18 191,372 3,790 5,815 91,344 (125) 292,214

₹ in Lakhs

Particulars

Reserves & SurplusOther

Comprehensive Income

Total Other Equity Capital

ReserveSecurities Premium


Reserve

General Reserve

Retained Earnings

Balance as at April 1, 2016 18 169,347

6,490 3,115 59,856 (51) 238,775

Profit for the year - - - - 18,134 - 18,134 Other comprehensive income for the year - - - - - (28) (28)Total Comprehensive Income for the year - - - - 18,134 (28) 18,106 Transfer from Debenture Redemption Reserve

- - (4,147) 4,147 - - -

Premium on Shares issued against Warrants

- 22,047 - - - - 22,047

Share Issue Expense - (22) - - - - (22)Dividends paid (including taxes) - - - - (2,111) - (2,111)Balance as at March 31, 2017 18 191,372 2,343 7,262 75,879 (79) 276,795







Significant Accounting Policies

A. General information Cox and Kings Limited (‘the Company’) is engaged in the

business of inbound and outbound travel, leisure and foreign exchange dealing. Cox and Kings Limited is a diversified, multinational enterprise focused on the travel sector.

The company is a listed company incorporated and domiciled in India and has its registered office at Mumbai, Maharashtra, India. The company is listed on BSE, NSE and Luxembourg stock exchange.

B. Basis of Preparation These financial statements of the Company have been

prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with Section 133 of the Companies Act, 2013 (“the 2013 Act”), and the relevant provisions of the Companies Act, 2013.

The financial statements provide comparative information in respect of the previous year.

The significant accounting policies used in preparing financial statements set out below and are applied consistently to all the periods presented.

C. Functional and presentation currency These financial statements are presented in Indian rupees

(INR), which is the Company’s functional currency. All amounts have been rounded off to two decimal places to the nearest Lakhs, unless otherwise indicated.

D. Basis of measurement The financial statements have been prepared on the

historical cost basis except for the following items:

Certain financial assets and liabilities are measured at fair value;

Defined benefit plans – plan assets measured at fair value;

E. Key estimates and assumptions The preparation of financial statements in accordance with

Ind AS requires use of estimates and assumptions for some items, which might have an effect on their recognition and measurement. The actual amounts realised may differ from these estimates.

Estimates and assumptions are required in particular for:

Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in

salary escalation, actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

Recognition of deferred tax liabilities Deferred tax assets and liabilities are recognized for

the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation carry-forwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.

Provisions and contingent liabilities Provisions and liabilities are recognized in the period

when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

Fair Value measurement: When the fair values of financials assets and financial

liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.

F. Significant accounting policiesa. Foreign currency transaction and translation Transactions in foreign currencies are translated into the

respective functional currencies at exchange rates on the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Foreign currency differences are generally recognised in profit or loss. Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and


loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other gains/(losses).

Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rate at the date of the transaction. Non-monetary items measured at fair value in foreign currency are translated using the exchange rates at the date when the fair value was measured.

b. Revenue recognition Sale of Tour Packages and related services: Revenue from package sales (inbound and outbound)

are recognized on gross basis on the date of holiday and flight departure. Where the Company acts in the capacity as an agent (foreign currency business and Business Travel) rather than a principal in a transaction, the revenue recognized is the net amount of commission earned by it. The company records revenue on a net basis after deducting trade discounts, volume rebates, value added tax and compensation vouchers granted to customers.

Monies received by the balance sheet date relating to holidays commencing and flights departing after the period end are included within current liabilities as revenue received in advance.

Income from advertisement Revenue shall be recognized when the related

advertisement appears before public and the company has a legal enforceable right against the party. Revenue from placing advertisement slots in its travel brochures and its related cost are recognized at their respective fair values.

Franchise Income Income is recognized over the contractual tenor over

which the company is obligated to provide services.

Interest and Dividend Interest is recognized on effective interest rate

method. Dividend income is recognised when the right to receive the payment is established.

c. Employee benefits Short term employee benefits Short-term employee benefits are expensed as the

related service is provided. A liability is recognised for the amount expected to be paid if the Company’s has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Post-Employment Employee Benefits Defined contribution plans The Company makes specified monthly contributions

towards employee provident fund directly to the Government under the Employees Provident Fund Act, 1952 and is not obliged to bear the shortfall, if any, between the return on investments made by the Government from the contributions and the notified interest rate.

Defined benefit plans The Company’s net obligation in respect of defined

benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company’s, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year after taking into account any changes as a result of contribution and benefit payments during the year. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company’s recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long-term employee benefits Long-term Compensated Absences and Long Wages




Schemes are provided for on the basis of an actuarial valuation, using the Projected Unit Credit Method, as at the date of the Balance Sheet. Actuarial gains / losses comprising of experience adjustments and the effects of changes in actuarial assumptions are immediately recognised in the Statement of Profit and Loss.

d. Finance income and finance costs The Company’s finance income and finance costs include:

interest income; interest expense; the net gain or loss on financial assets at FVTPL exchange differences arising from monetary assets

and liabilities Interest income or expense is recognised using the effective

interest rate method.

e. Income Tax Income tax expense comprises current and deferred tax. It is

recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

i. Current tax Current tax comprises the expected tax payable or

receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if, the Company:

a) has a legally enforceable right to set off the recognised amounts; and

b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

ii. Deferred tax Deferred tax is recognised in respect of temporary

differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

temporary differences related to investments in subsidiaries and associates to the extent that the Company’s is able to control the timing of the reversal

of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company’s expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if:

a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

f. Property, plant and equipmenti. Recognition and measurement All items of property, plant and equipment are measured at

cost less accumulated depreciation and any accumulated impairment losses.

The cost of an item of property, plant and equipment comprises:

a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates.

b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.



c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition necessary for it to be capable of operating in the manner intended by management, are recognised in profit or loss.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

The cost of the property, plant and equipment’s at April 1, 2015, the Company’s date of transition to Ind AS, was determined with reference to its carrying value at that date.

ii. Subsequent expenditure Subsequent expenditure is capitalised only if it is probable

that the future economic benefits associated with the expenditure will flow to the Company.

iii. Depreciation Depreciable amount for assets is the cost of an asset, or other

amount substituted for cost, less its estimated residual value.

Depreciation is provided under the written down method, based on useful lives of assets the assets as prescribed in Schedule II to the Act. Depreciation is charged on a monthly pro-rata basis for assets purchased or sold during the year.

Leasehold land is amortized over the lease period. Leasehold improvements are depreciated over the lease period or at the rates prescribed in Companies act 2013 whichever is higher.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within other gains/(losses).

g. Intangible assets Intangible assets comprise application software purchased,

which are not an integral part of the related hardware, and are amortized over a period of five to ten years, being the expected period of use, which in Management’s estimate represents the period during which the economic benefits will be derived from their use.

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific to which it relates.

h. Impairment of non-financial assets Non-financial assets are tested for impairment whenever

events or changes in circumstances indicate that the carrying amount may not be recoverable. Management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired.

The recoverable amount is higher of the asset's net selling price or value in use, which means the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. An impairment loss for an asset is reversed if, and only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

i. Borrowing cost General and specific borrowing costs that are directly

attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation

Other borrowing costs are expensed in the period in which they are incurred.

j. Leasesi. Determining whether an arrangement contains a lease An arrangement, which is not in the legal form of a lease,

should be accounted for as a lease, if:

a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and

b) the arrangement conveys a right to use the asset.

At inception of an arrangement, the Company determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the Company separates payments and other consideration required by the arrangement into those for the lease and those for other elements.




ii. Finance lease Agreements are classified as finance leases, if substantially

all the risks and rewards incidental to ownership of the leased asset is transferred to the lessee.

Minimum lease payments, for assets taken under finance lease, are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

iii. Operating lease Agreements which are not classified as finance leases are

considered as operating lease.

Payments made under operating leases are recognised in profit or loss. Lease incentives received are recognised as an integral part of the total lease expense, over the lease term. Lease payments under an operating lease are recognised as an expense on a straight line basis over the lease term unless the payments to lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

k. Cash and cash equivalents For the purpose of presentation in the statement of cash

flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

l. Inventories Inventory represents stock of foreign currencies, which

have been valued at lower of cost and realisable value as at the year-end.

m. Financial instruments A financial instrument is any contract that gives rise to

a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts, interest rate swaps and currency options; and embedded derivatives in the host contract.

i. Financial assets Classification The Company shall classify financial assets as subsequently

measured at amortized cost, fair value through other

comprehensive income (FVOCI) or fair value through profit or loss (FVTPL) on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

Initial recognition and measurement All financial assets are recognised initially at fair value plus,

in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Debt instruments A ‘debt instrument’ is measured at the amortized cost

if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss.

Debt instruments included within the fair value through profit and loss (FVTPL) category are measured at fair value with all changes recognized in the statement of profit and loss.

Equity instruments The group subsequently measures all equity

investments in companies other than equity investments in subsidiaries, joint ventures and associates at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the group’s right to receive payments is established.



De-recognition A financial asset (or,where applicable, a part of a

financial asset or part of a Company of similar financial assets) is primarily de-recognised (i.e. removed from the Company’s balance sheet) when:

The rights to receive cash flows from the asset have expired, or

The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets In accordance with Ind-AS 109, the Company applies

expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortized cost e.g., loans, debt securities, deposits, and bank balance

b) Lease receivables

c) Trade receivables The Company follows ‘simplified approach’ for

recognition of impairment loss allowance on:

Trade receivables which do not contain a significant financing component.

All lease receivables resulting from transactions.

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

ii. Financial liabilities Classification The Company classifies all financial liabilities as

subsequently measured at amortised cost, except for financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.

Initial recognition and measurement Financial liabilities are classified, at initial recognition, as

financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss

include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind-AS




109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/loss are not subsequently transferred to profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss.

Loans and borrowings After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognized.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

This category generally applies to interest-bearing loans and borrowings.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in profit or loss as finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Derecognition A financial liability is de-recognised when the obligation

under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-

recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments Financial assets and liabilities are offset and the net

amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.

Derivative financial instruments The Company uses derivative financial instruments, such as

foreign exchange forward contracts to manage its foreign exchange risks. For contracts where hedge accounting is not followed, such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value through profit or loss account. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

iii. Hedge accounting The Company has not designated any hedging relationships

between hedged items and hedging instruments.

n. Segment Reporting The Chief Operational Decision Maker monitors the

operating results of its business Segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss and is measured consistently with profit or loss in the financial statements.

The company is predominantly engaged in business of Tours and Travels under leisure segment, whose revenue and operating income are reviewed regularly by Chief Operating Decision Maker. As such there are no separate reportable segments as per Ind-AS 108.

o. Provisions Long term provisions are determined by discounting the

expected future cash flows specific to the liability. The unwinding of the discount is recognised as finance cost.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present



value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

p. Earnings per share Basic earnings per share is computed by dividing the

profit/(loss) after tax by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares).

Diluted earnings per share is computed by dividing the profit/(loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares.

q. Current vs non-current classification The Group presents assets and liabilities in the balance

sheet based on current/ non-current classification. An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle

Held primarily for the purpose of trading

Expected to be realised within twelve months after the reporting period, or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle

It is held primarily for the purpose of trading

It is due to be settled within twelve months after the reporting period, or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The group has identified twelve months as its operating cycle.

G. Standards issued but not Effective On March 28, 2018, the Ministry of Corporate Affairs

(MCA) has notified Ind AS 115-Revenue from Contract with Customers and Certain amendment to existing Ind AS. These amendments shall be applicable to the company from April 01, 2018.

a. Issue of Ind AS 115 – Revenue from Contracts with Customers

Ind AS 115 will supersede the current revenue recognition guidance including Ind AS 18 Revenue,

Ind AS 11 Construction Contracts and the related interpretations. Ind AS 115 provides a single model of accounting for revenue arising from contracts with customers based on the identification and satisfaction of performance obligations.

b. Amendment to Existing issued Ind AS The MCA has also carried out amendments of the

following accounting standards:

i. Ind AS 21 – The Effects of Changes in Foreign Exchange Rates

ii. Ind AS 40 – Investment Property

iii. Ind AS 12 – Income Taxes

iv. Ind AS 28 – Investments in Associates and Joint Ventures and

v. Ind AS 112 – Disclosures of Interests in Other Entities

Application of above standards are not expected to have any significant impact on the company’s Financial Statements.




Notes forming part of the financial statements for the year ended March 31, 2018

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2. Non-Current Investments ₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

(I) Non-CURRENT INVESTMENTS(Unquoted) (a) Investments in equity Instruments of Others:

(measured at fair value through P&L) 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.

Sub-total (a) 1025 1025 (b) Investments in Equity/Preference Instruments of subsidiaries

(measured at Cost) 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 Shares at ₹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 100 100 10,00,000 (Previous year: 10,00,000) 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 Lakhs (Previous year: ₹0.45 Lakhs)] 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 Prometheon Enterprise Limited *** 9 9 10,000 (Previous year: 10,000) Equity Shares of GBP 1/-each fully paid-up Hotelbreak Enterprises UK Ltd 1 1 1000 (Previous year:1000) Equity Shares of GBP 1/- each Cox & Kings Financial Service Limited 1,400 - 14,00,000 (Previous year: NIL) Equity Shares of ₹10/-each fully paid-up



₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Sub-total (b) 14,501 13,101 (c) Investments in equity Instruments of Associate (measured at cost) : 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 Group Limited (formerly known as Malvern Enterprise UK Limited**) 6,076 6,076 63,70,000 (Previous year: 63,70,000) Equity Share of GBP 1/- each. (d) Investments in equity Instruments of Joint Venture (measured at cost) : Royale India Rail Tours Limited 250 250 25,00,000 (Previous year:25,00,000) Equity Share of ₹10/- each fully paid-up(II) NON CURRENT INVESTMENTS (Quoted) (a) Investments in Equity Instruments of Associate (measured at cost): Tulip Star Hotels Limited ** 140 140 14,02,500 (Previous year: 14,02,500) Equity Shares of ₹10/- each fully paid-upSub-total (c+d+IIa) 6,525 6,525 Total 22,051 20,651 Aggregate book value of quoted investments 140 140 Aggregate market value of quoted investments 679 730 Aggregate value of unquoted investments 21,911 20,511

** Pledge against the loans taken from bank by Associates

***30% of shares held by the Company pledged against the loans taken from bank by subsidiary

2.1 Category-wise Non current investment ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Financial assets carried at cost 21,026 19,626 Financial assets measured at FVTPL Equity Shares-(others) 1,025 1,025

2.2 Non-current- Others₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

(Unsecured considered good)Security Deposits 1,624 1,774Fixed deposits having original maturity period more than 12 months 29 - Total 1,653 1,774




3. Deferred Tax

₹ in Lakhs

ParticularsNet balance April 1, 2017

Recognised in Total Comprehensive

Income

Net balance as at March 31, 2018

Property, plant and equipment (1,426) (369) (1,795)Employee benefits 231 87 318 Transaction Cost on borrowings 85 205 290 Actuarial losses passed through OCI 42 25 67 Provision for doubtful debts 191 8 199 Expenses Disallowances - 78 78 Others 129 (53) 76 Deferred Tax Assets (Liabilities) (748) (19) (767)

4. Inventories (valued at lower of cost or net realisable value)

₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Foreign Currency 393 945 Total 393 945

5. Current Investments ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Current Investments (Unquoted, measured at amortised cost)Investment in Debentures : V Hotels Limited 1,800 1,800 18,00,000 (Previous year: 18,00,000) 24% Convertible Debentures of ₹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 Debentures of ₹1,000/- each fully paid-upTotal 2,800 2,800 Aggregate Amount of Unquoted investments 2,800 2,800

5.1 Category-wise Current investment ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Financial assets carried at amortised costDebentures 2,800 2,800



6. Trade Receivables ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

(unsecured) Considered doubtful 577 553

577 553 Less:- Provision for doubtful debts 577 553

- -Considered good 178,850 122,620 Total 178,850 122,620

7. Cash and Bank Balances ₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

(A) Cash and cash equivalents (a) Cash on hand 37 367 (b) Balances with Banks In current accounts 44,088 38,535 In Dividend Accounts 2 2 Fixed Deposits* 7,818 5,466 *Fixed deposits having original maturity period not more than three months.

Sub total 51,945 44,370 (B) Bank balances other than Cash and Cash equivalents Margin Money Deposit 2,452 1,317 (Given as security for Bank Guarantee & Overdraft limits) Fixed Deposits* 82 5,927 *Fixed Deposits having original maturity period more than 3 months but upto 12 months

Sub total 2,534 7,244 Total 54,479 51,614

7.1 For details of Assets given as security against borrowing (Refer Note No13 & Note No.15).




8. Loans₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Unsecured considered goodLoans and Advances to Related Parties (Refer Note No.29) 142,533 165,124 Loans and Advances to Others 25,323 15,410 Total 167,856 180,534

9. Current Tax Assets (Net)₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Advance Tax Paid (Net of Provisions) 894 -Total 894 -

10. Other Current Assets₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Advance to related parties (Refer Note No.29) 16,777 12,936Advance to Vendors 58,630 24,706Others* 10,369 7,560Total 85,776 45,202

* Includes Prepaid Expenses, staff advance and others.



11. Share capital₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Authorised:22,00,00,000 Equity shares of ₹5.00 each, fully paid up(Previous year :22,00,00,000) 11,000 11,000 Total 11,000 11,000 Issued, Subscribed and Paid up: 17,65,64,890 Equity shares of ₹5.00 each, fully paid up(Previous year: 17,65,64,890) 8,828 8 828Total 8,828 8,828

11.1 No. of Equity shares held by each shareholder holding more than 5% shares in the company are as follows:

March 31, 2018 March 31, 2017No. of Shares % held No. of Shares % held

Sneh Sadan Traders and Agents Limited 33,038,368 18.71% 33,038,368 18.71%Kubber Investments (Mauritius) Pvt Ltd 18,346,560 10.39% 18,346,560 10.39%Liz Traders and Agents Private Ltd 17,181,699 9.73% 17,181,699 9.73%

11.2 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:

ParticularsAs at

March 31, 2018As at

March 31, 2017No. of shares No. of shares

No. of Equity shares outstanding at the beginning of the year 176,564,890 169,314,890Add: Equity shares issued during the year - 7,250,000 No. of Equity shares outstanding at the end of the year 176,564,890 176,564,890

11.3 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 shares is entitled

to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

12. Reserves and Surplus₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Capital Reserve 18 18 Securities premium reserve 191,372 191,372 Debenture redemption reserve 3,790 2,343 General reserve 5,815 7,262 Retained earnings 91,344 75,879 Other Comprehensive Income (150) (79)Total 292,189 276,795




(i) Capital Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 18 18 Closing Balance 18 18

(ii) Securities Premium Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 191,372 169,347 Premium on Shares issued during the year against warrants - 22,047 Issue expenses - (22)Closing Balance 191,372 191,372

(iii) Debenture Redemption Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 2,343 6,490 Transfer from General Reserve 1,447 - Transfer to General Reserve - (4,147)Closing Balance 3,790 2,343

(iv) General Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 7,262 3,115 Transfer to Debenture Redemption Reserve (1,447) - Transfer from Debenture Redemption Reserve - 4,147 Closing Balance 5,815 7,262

(v) Retained Earnings₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 75,879 59,856 Profit for the year 17,605 18,134 Dividend (1,766) (1,766)Dividend Distribution Tax (375) (345)Closing Balance 91,344 75,879



(vi) Other Comprehensive Income₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance (79) (51)Movement during the year (Net of Tax) (71) (28)Closing Balance (150) (79)

(vii) Dividend paid and proposed: Dividend on equity for the year ended March 31, 2017 was paid in FY 2017-18, at ₹1/- per share is ₹1,765.50 Lakhs and Dividend

Distribution Tax paid ₹375 Lakhs

Nature and purpose of the reserve (i) Capital Reserve This reserve will be utilised in accordance with the provisions of the Companies Act, 2013. (ii) Securities Premium Reserve Securities premium reserve is used to record the premium on issue of shares. The reserves is utilised in accordance with the

provisions of the Companies Act, 2013

(iii) Debenture Redemption Reserve The Company has issued Non-convertible Debentures. In accordance with the requirements of Section 71 of the Companies Act,

2013, the Company has transferred amounts to Debenture Redemption Reserve out of the profits.

(iv) General Reserve This reserve was created as per the companies act by transferring of profit after tax to this reserve.

13. Long-Term Borrowings ₹ in Lakhs

Particulars Rate of InterestNon-CurrentAs at

March 31, 2018As at

March 31, 2017

Secured Non Convertible Debentures 10.50% - 7,500 Term Loan from Financial Institution - 4,565 Vehical Loan from Others 19 58 Unsecured Non Convertible Debentures 8.50%-9.50% 29,198 28,664 Total 29,217 40,787

₹ in Lakhs

Particulars Rate of InterestCurrent

As at March 31, 2018


Secured Non Convertible Debentures 10.50% 7,500 - Term Loan from Financial Institution - 1,079 Vehicle Loan from Banks - 2 Vehicle Loan from Others 39 42 Total current maturities of long term borrowings (Refer note no. 17) 7,539 1,123




13.1 Long Term Borrowings:

(a) Secured Non Convertible debentures to the extent ₹7,500 Lakhs (Previous year: ₹7,500 Lakhs) are secured by Pari Passu charge on receivables of the Company.

(b) Vehicle Loans are secured by hypothecation of respective vehicles purchased.

13.2 Redemption Profile of Non-convertible debentures are set out below:

₹ in LakhsParticulars Rate of Interest 2019-20 2020-21

Unsecured Debentures 1500 Non Convertible Debentures 8.50% 15,000 - 1500 Non Convertible Debentures 9.50% 15,000 - Total 30,000 -

13.3 Maturity Profile of other loans is set out below:

₹ in LakhsParticulars 2019-20 2020-21

Secured Loans: Vehicle loans 19 0 Total 19 0

14. Provisions₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Provision for employee benefits (Refer Note No. 22) 986 660 Total 986 660

15. Short-Term Borrowings

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

SecuredFrom banks - Working Capital Loan 37,610 48,900 Unsecured - Other Short Term Loan 124,500 37,500 Total 162,110 86,400



15.1 Working Capital Loan is secured by first pari passu charge on all Current Assets and the movable Fixed Asset of the Company, Corporate guarantee of two promoter companies and personal guarantee of two directors.

16. Trade Payables ₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Micro and Small Enterprises 7 - Others 16,222 14,011 Total 16,229 14,011

Following disclosures required for Micro and Small Enterprises has been determined on the basis of information available with the company.

₹ in LakhsSr. no

ParticularsAs at

March 31, 2018As at

March 31, 2017

1 The principal amount remaining unpaid to supplier as at the end of accounting year 7.25 - 2 The interest due thereon remaining unpaid to supplier as at the end of accounting year. 0.52 - 3 The amount of interest paid in terms of section 16, along with the amounts 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 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 at the end of the accounting year.

0.52 -

6 The amount of further interest remaining due and payable even in the 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.

- -

17. Other Financial Liabilities ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Current maturities of long term debt 7,539 1,123 Interest accrued but not due on borrowings 830 1,241 Total 8,369 2,364

17. Other Current Liabilities₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Income received in advance (Unearned revenue) 11,997 7,794 Unpaid dividends* 2 2 Others (Includes Salary payable / Stale Cheques / deposits received and statutory liabilities). 12,555 7,633 Total 24,554 15,429

* No amount is due to Investor Education and Protection Fund.





Particulars As at

March 31, 2018As at

March 31, 2017

Provision for employee benefits (Refer Note No. 22) 46 49 Provision for Income Tax (Net of Tax) - 4,307Total 46 4,356

19. Revenue from Operations₹ in Lakhs



March 31, 2017

Sale of services 259,527 309,192Other operating revenues 2,747 2,555Total 262,274 311,747

20. Other Income

₹ in Lakhs



March 31, 2017

Interest From Banks 584 598 From others 10,569 7,848

11,153 8,446 Dividend From current investments 2 2

2 2 Commission income 684 670 Profit on sale of PPE* [Current year ₹0.70 Lakhs ,Previous year ₹0.21 Lakhs] 1 * 0 *Provisions written back (net) 47 95 Miscellaneous income 32 40 Total 11,919 9,253

21. Employee Benefits Expenses₹ in Lakhs



March 31, 2017

Salaries and wages 16,120 13,631 Contribution to provident and other funds 993 757 Staff welfare expenses 1,370 1,010 Total 18,483 15,398



22 Disclosure as per IND AS 19 (Revised) “Employee Benefits” are as under: Defined contribution plan Contribution to defined contribution plan, recognised are charged off for the year are as under:

₹ in LakhsParticulars March 31, 2018 March 31, 2017

Employer’s contribution to Provident Fund 360 264 Employer’s contribution to Family Pension Fund 286 234 Employer’s contribution to ESIC 43 14

The Company operates post retirement benefit plans as follows:

I. Reconciliation of opening and closing balances of defined benefit obligation

₹ in Lakhs

ParticularsGratuity (funded)

Compensated Absences (unfunded)

March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Defined benefit obligation at beginning of the year 700 572 567 454 Current service cost 106 84 195 299 Interest cost 47 41 41 34 Past Service Cost 72 - - - Actuarial (gain)/ loss 73 46 (173) (221)Benefits paid (103) (43) - - Defined benefit obligation at year end 895 700 631 567

II. Reconciliation of opening and closing balances of fair value of plan assets

₹ in Lakhs




Fair value of plan assets at beginning of the year 380 393 177 164 Expected return on plan assets 24 28 13 12 Actuarial gain/ (loss) 2 3 1 1 Employer contribution - - - - Benefits paid (103) (43) - - Fair value of plan assets at year end 303 380 191 177 Actual return on Plan Asset 25 31 14 14

III. Reconciliation of fair value of assets and obligations

₹ in Lakhs




Fair value of plan assets 303 380 191 177 Present value of obligation 895 700 631 567 Amount recognised in Balance Sheet 592 320 440 389




IV. Expenses recognised during the year₹ in Lakhs




Current service cost 106 84 195 299 Interest cost on benefit obligation 47 41 41 34 Actuarial (gain)/ loss recognised in the year 71 43 (173) (221)Expected return on plan assets (24) (28) (14) (14)Net benefit expense/ (income) 201 140 50 99

V. Investment Details

ParticularsMarch 31, 2018

₹ in LakhsMarch 31, 2018

% InvestedMarch 31, 2017


% Invested

Insurance Policies 303 100% 380 100%Others - - - - Total 303 1.00 380 1.00

VI. Actuarial assumptions₹ in Lakhs




Mortality Table IALM 2006-08 IALM 2006-08 IALM 2006-08 IALM 2006-08(Ultimate) (Ultimate) (Ultimate) (Ultimate)

Discount rate (per annum) 7.65% 7.25% 7.69% 7.25%Expected rate of return on assets (per annum) 7.65% 8.25% NA NARate of escalation in salary (per annum) 4.00% 4.00% 4.00% 4.00%The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is 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.

VII. Amount recognised in current year and previous four years ₹ in Lakhs

Particulars As at March 31,

Gratuity 2018 2017 2016 2015 2014Defined benefit obligation 895 700 572 444 414Fair value of planned assets 303 380 393 410 413(surplus)/ Deficit in the plan 592 320 180 34 (1)Actuarial (gain)/ loss on plan liabilities 73 46 79 (47) (1)Actuarial gain/ (loss) on plan assets 1 1 1 - -



Sensitivity Analysis - Gratuity ₹ in Lakhs

ParticularsDR Discount Rate ER- Salary Escalation Rate

PVO DR + 1% PVO DR - 1% PVO ER + 1% PVO ER - 1%

PVO 801 1,005 1,004 801

Sensitivity Analysis - Compensated Absence ₹ in Lakhs


PVO DR + 1% PVO DR - 1% PVO ER + 1% PVO ER - 1%

PVO 573 700 701 571

Expected Payout ₹ in Lakhs

ParticularsExpected

outgo First year

Expected outgo

Second year

Expected outgo

Third year

Expected outgo

Fourth year

Expected outgo

Fifth year

Expected outgo

Six to Ten years

PVO payouts - (Gratuity) 45 68 49 59 39 287 PVO payouts - (Compensated Leave) 97 115 98 103 94 502

These plans typically expose the Group to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk. Investment risk The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's debt investments.

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

Salary risk The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

23. Finance Costs

₹ in LakhsParticulars

For the year ended March 31, 2018


Interest cost 10,502 6,494 Total 10,502 6,494




24. Other Expenses

₹ in LakhsParticulars



Other Expenses Operational lease rentals 3,233 3,558 Legal and professional charges 2,063 1,488 Travelling expenses 1,667 1,315 Communication 1,591 1,417 Office Maintenance & Housekeeping 802 648 Repairs and maintenance – others 1,280 1,033 Electricity charges 400 465 Printing and stationery 378 231 Guest house expenses 37 68 Directors sitting fees & commission 44 42 Vehicle expenses 127 86 Rates and taxes 4 5 Insurance 210 230 Books, Periodicals/Subscriptions Fee 34 33 Provision/Reversal for doubtful debts 24 (63) Bad debts and Advance written off - 7 Foreign Exchange (Gain)/Loss (net) (88) 872 Donations* 70 63 Loss on sale of PPE * (Previous year: ₹0.013 Lakhs) - 0* Bank Charges 561 390 Miscellaneous expenses 112 313 General Expenses 39 79

12,588 12,280 Sales and Advt. expenses Sales promotion 193 183 Advertisement & Publicity expenses 5,318 5,262 Commission & Brokerage 7,010 4,589

12,521 10,034 Payments to auditor Audit fees 95 90 Certification and consultation fees 9 8

104 98 Total 25,213 22,412

*Includes Contribution towards Corporate Social Responsibility (Refer Note. 32)



25. Segment Reporting: The Company is predominantly engaged in business of Tours & Travels under leisure segment, whose revenue and

operating income are reviewed regularly by Chief Operating Decision Maker (CODM). Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 "Operating Segment" (Segment Reporting).

26. Earnings per share (EPS) Particulars March 31, 2018 March 31, 2017

Net profit/ (loss) after tax as per Statement of Profit and Loss attributable to Equity Shareholders (₹ in Lakhs)

17,605 18,134

Weighted average number of Equity shares (Basic) (No. in Lakhs) 1,766 1,755 Weighted average number of Equity Shares (Diluted) (No. in Lakhs) 1,766 1,766 Basic Earnings per share (EPS) (In ₹) 9.97 10.33 Diluted Earnings per share (EPS) (In ₹) 9.97 10.27 Face Value Per Equity Shares (In ₹) 5/- 5/-

27. Commitments and contingent liabilities:


Commitments: Estimated amount of contract remaining to be executed on capital account and not provided for net of advances, tangible assets

- 103

Total - 103 *Shares allotment pending against amount invested in Cox and Kings Financial Services Limited.

Contingent liabilities: I. Guarantees: Corporate Guarantee given on behalf of wholly owned subsidiaries 168,769 157,286 Guarantees given by Bank 7,072 4,464 II. Legal Disputes Disputed income Tax Demand 2,289 1,334 Disputed Service Tax demand 13,040 13,040 Claim against the Company not acknowledged as debts (excluding matters pending in

court for which amount cannot be ascertained). 2,967 3,099

Total 194,137 179,222




28 - Leases A (i) The company has operating lease in respect of office premises. Future lease rentals payable in respect of non

cancellable lease period is as follows :

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

March 31, 2016

Not later than one year 3,111 2,975 2,983 Later than one year but not later than five years 8,634 10,234 5,946 Later than five year 1,283 1,966 77 (ii) Amounts recognised in profit or loss

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Lease expense 3,233 3,558 Contingent rent expense - - Total 3,233 3,558

The Company’s significant leasing arrangements are generally from 5 months to 85 months. Under these agreements, 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 - As per Ind AS 24, the disclosures of transactions with the related parties are given below: (a) List of the related parties where control exists and related parties with whom transactions have taken

place and relationship.Sr. No.

Name of the Related Party

A Subsidiary Companies:1 Clearmine Limited UK2 Cox & Kings Destination Management Services Limited3 Cox & Kings Tours LLC, Dubai4 Cox and Kings Singapore Private Limited5 Quoprro Global Limited6 Cox and Kings Asia Pacific Travel Limited7 Quoprro Global Services Pvt Limited8 Cox & Kings Global Services Pvt Limited9 Cox & Kings Japan Limited 10 Cox and Kings Destinations Management Services Pvt Limited11 Prometheon Enterprise Limited12 Cox & Kings (UK) Limited13 Cox & Kings Financial Service Limited (With effect from December 29, 2016)14 Cox & Kings Travel Limited15 East India Travel Company Inc16 Cox & Kings (Shipping) Limited 17 Cox & Kings Special Interest Holidays Limited 18 Cox & Kings Tours Limited 19 Cox & Kings Enterprises Limited20 Cox & Kings Holdings Limited 21 ETN Services Limited 22 Cox & Kings Finance Limited



Sr. No.


23 Cox & Kings Finance (Mauritius) Limited24 Cox & Kings (Agents) Limited25 C&K Investments Limited 26 Grand Tours Limited27 Cox & Kings (Australia) Pty Limited28 Tempo Holidays Pty Limited29 Tempo Holidays NZ Limited 30 Cox and Kings Nordic PTY Limited31 Cox and Kings PGL Camps Pty Limited32 Prometheon Holdings Pvt Limited33 Cox and Kings Global Services (Singapore) Pte Limited34 Cox & Kings Global Services Management (Singapore) Pte Limited35 Cox & Kings Gmbh36 Cox and Kings Global Services Hellas, Greece (Upto December 21, 2017)37 Cox and Kings Global Services,Qatar (With effect from February 27, 2018)38 Cox & Kings Global Services LLC Dubai39 Quoprro Global Services Pte. Limited (Upto February 10, 2017)40 Quoprro Global Services Pvt. Ltd.41 Cox and Kings Consulting Service (Beijing) Co. Limited42 Cox and Kings Global Services LLC , USA 43 Cox & Kings Global Services Sweden AB 44 Cox & Kings Global Services Lanka Pvt Limited 45 Prometheon Holdings (UK) Limited46 Prometheon Limited 47 Holidaybreak Limited48 NST Limited49 NST Transport Services Limited50 SASu Le Chateau d’Ebblinghem51 SARL Chateau d’Ebblinghem52 PGL Air Travel Limited53 PGL Voyages Limited54 PGL Travel Limited55 PGL Adventure Limited56 Freedom of France Limited57 Noreya 2002 SL58 PGL Adventure SAS59 Simpar Sasu60 Chateau de Lamorlaye SCI61 SCI Domaine de Segries62 European Study Tours Limited63 NST Holdings Limited64 NST Travel Group Limited65 PGL Group Limited66 EST Transport Purchasing Limited67 Business Reservations Centre Holland BV (Upto 20 April 2017)68 Bookit BV (Upto 20 April 2017)69 BV Weekendjeweg.nl (Upto 20 April 2017)70 Business Reservations Centre Holland Holding BV (Upto 20 April 2017)71 Edge Adventures Ltd.72 Holidaybreak Trustee Limited73 Holidaybreak Holding Company Limited74 Holidaybreak Education Limited




Sr. No.


75 Holidaybreak Quest Trustee Limtied 76 Hotelnet Limited 77 Travelplus Group Gmbh, Germany78 Travelplus Group Gmbh, Austria79 Travelworks UK Limited80 Meininger Hotels Limited(formerly Holidaybreak Hotel Holdings Limited)81 Holidaybreak Hotel Holdings GmbH82 Meininger Amsterdam Amstelstation BV83 PGL Travel PTY Limited84 PGL Property PTY Limited85 PGL Adventure Camps PTY Limited86 Meininger Amsterdam B.V. 87 Meininger Shared Services Gmbh88 Meininger Berlin Hauptbahnhof Gmbh89 Meininger “10” Hamburg Gmbh90 Meininger Airport Frankfurt Gmbh91 Meininger Brussels Gmbh (Formely Meininger Berlin Europaplatz Gmbh)92 Meininger West GmbH & Co KG93 Meininger West Verwaltungs Gmbh94 Meininger “10” City Hostel Köln Gmbh (Upto May 16, 2017)95 Meininger “10” Frankfurt Gmbh96 Meininger Oranienburger Straße Gmbh97 Meininger Hotel Berlin Eastside Gallary GMBH (Formely Meininger Nurnberg

Gmbh)98 Meininger “10” City Hostel Berlin-Mitte Gmbh99 Meininger “10” Hostel Und Reisevermittlungs Gmbh100 Meininger Airport Hotels Bbi Gmbh101 Meininger Hotel Berlin Tiergarten GmbH (formerly Meininger Postdamer Platz

GmbH)102 Meininger Barcelona Gmbh (Formely Meininger Leipzig Gmbh)103 Meininger City Hostels & Hotels Gmbh104 Meininger Limited105 Meininger Hotelerrichtungs Gmbh106 Meininger Wien Gmbh107 Meininger Wien Schiffamtsgasse Gmbh108 Meininger Holding GmbH109 Meininger Finance Co Limited110 Meininger Paris SCI111 Prometheon Australia Pty Ltd 112 Prometheon Singapore pte Ltd113 Meininger Hotel Heidelberg GmbH (formly Meininger Hotel Munchen

Hirschgarten GmbH)114 Meininger Hotel Munchen Olympiapark GmbH115 Meininger Hotel Leipzig Hauptbahnhof GmbH116 Meininger Hotel USA Limited117 Meininger Holding USA Inc118 Meininger Hotel Europe Limited119 Meininger Hotel Rome Termini Station S.r.l120 Meininger Hotel Venice Marghera S.r.l121 Meininger Hotel Hungary kft122 Meininger Hotel Asia Pacific Pte. Limited123 Hotelbreak Enterprise UK Ltd



Sr. No.


124 Hotelbreak Holdings UK Limited125 Meininger Hotels (India) Private Ltd (With effect from August 1, 2016)126 Meininger Hotel Genf AG, Geneva127 Meininger Hotel Lyon SAS (With effect from February 28, 2017)128 Meininger Hotel Milan City SRL (With effect from February 24, 2017)129 Meininger Hotel Brussels Midi Station SA (With effect from October 14, 2016)130 Meininger Hotel Milan Lambrate SRL (With effect from October 11, 2016)131 Meininger Hotel Zurich AG (With effect from October 06, 2016)132 Meininger Hotel Russia Limited (With effect from July 04, 2016)133 Meininger Hotel Copenhagen ApS (With effect from October 12, 2016)134 Meininger Hotel Paris Porte de Vincennes SAS, (With effect from May 31, 2016)135 Cox & Kings Global Services Private Limited (With effect from March 06, 2017)136 Cox and Kings Global Services Canada Limited (With effect from April 06, 2016)137 Meininger Hotel Bordeaux SAS (With effect from March 23, 2018)138 Meininger Hotel Dresden Gmbh (With effect from September 22, 2017)139 Meininger Hotel Glasgow Limited (With effect from September 26, 2017)140 Holidaybreak Education EBT Limited (With effect from September 11, 2017)141 Cox & Kings Travel Limited, Hong Kong (With effect from February 01, 2018)142 Candk Tours SDN.BHD. (With effect from November 14, 2017)143 Cox & Kings Egypt (Upto July 25, 2016)144 Hole In The Wall Management Limited (Upto March 27, 2017)

B Associate / Group Company:145 Tulip Star Hotels Limited146 Radius Global Travel Limited147 Malvern Enterprises (UK) Ltd (formerly Malvern Group Ltd)

C Key Managerial Personnel:148 Mr. A.B.M Good – Chairman149 Mr. Peter Kerkar – Director150 Ms. Urrshila Kerkar – Director

D Others:(i) Joint Venture:151 Royale Indian Rail Tours Limited

(ii) Enterprises over which Key Managerial Personnel and their relatives exercise significant influence

152 Far Pavilions Tours and Travels Pvt. Limited153 Ezeego One Travel and Tours Limited154 Liz Traders and Agents Private Ltd.155 Sneh Sadan Trader and Agent Limited156 Standford Trading Private Limited




b) Transaction during the year with related parties :

₹ in LakhsSr. No.

Nature of Transaction Year Subsidiaries Associates Key

Managerial Personnel

Others Total

1 Purchase/Subscription of Investments 2018 1,400 - - - 1,400 2017 95 - - - 95

2 Loans and advances given/(returned) 2018 (22,592) (3,267) - (5,304) (31,163)2017 3,387 293 - (39) 3,641

3 Guarantees issued during the year 2018 (11,484) - (11,484)2017 3,190 - - - 3,190

4 Cost of Tours 2018 52,350 - - 100,050 152,400 2017 49,693 - - 71,311 121,004

5 Sales of Services 2018 9,906 19 33 231,654 241,612 2017 5,158 16 25 83,281 88,480

6 Other Operating Income 2018 584 - - 186 770 2017 668 - - 202 870

7 Remuneration paid to director 2018 - - 306 - 306 2017 - - 250 - 250

8 Director Sitting Fees 2018 - - 38 - 38 2017 - - 42 - 42

9 Interest Received on Loans & Advances 2018 8,733 166 - 411 9,310 2017 6,386 - - - 6,386

10 Interest Received on Current Investment 2018 - - - 120 120 2017 - - - 120 120

11 Commission on Corporate Guarantees 2018 684 - - - 684 2017 670 - - - 670

Balance as at March 31, 2018:12 Investments 2018 14,501 6,275 - 2,250 23,026

2017 13,101 6,275 - 2,250 21,626 13 Trade Receivable 2018 3,128 - - 43,707 46,835

2017 2,883 40 5 27,585 30,513 14 Advances from customers 2018 366 - - - 366

2017 491 - - - 491 15 Loan & Advances 2018 142,533 - - - 142,533

2017 165,124 - - - 165,124 16 Trade payable 2018 2,849 - - - 2,849

2017 1,225 - - 261 1,486 17 Advances to vendors 2018 - 15 - 16,762 16,777

2017 - 3,282 - 9,654 12,936 18 Other Current Liabilities - Deposit received 2018 1,050 - - - 1,050

2017 - - - - - 19 Corporate Guarantees issued 2018 168,769 - - - 168,769

2017 157,286 - - - 157,286 20 Corporate Guarantees received* 2018 - - - 62,000 62,000

2017 - - - 62,000 62,000 * Liz Traders and Agents Private Ltd & Sneh Sadan Traders and Agents Limited have given Corporate Guarantees for bank loan for ₹620 Crores.

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at year-end are unsecured,

unless specified and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the

market in which the related party operates.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances of Trade

receivables & Trade payables at the year-end are unsecured, interest free and will be settled in cash.



c) Compensation to key management personnel of the Company: ₹ in Lakhs

Nature of Transaction 31st March, 2018 31st March, 2017

Short-term employee benefits 278 228 Post-employment benefits 28 22 Total 306 250

30. Loans/Advances in the nature of Loans given to Subsidiaries, Associates & Joint Venture: A. Loans & Advances

₹ in LakhsSr. No.

Name of the Company TypeAs at

March 31, 2018As at

March 31, 2017Maximum Balance

during the year

1 Cox & Kings (Australia) Pty. Ltd Subsidiary 2,186 2,102 2,186 2 Quprro Global Services Pvt. Ltd. Subsidiary 7,329 6,181 7,329 3 Cox & Kings (UK) Ltd. Subsidiary 633 547 633 4 Cox and Kings Singapore Pvt. Ltd. Subsidiary 10,157 7,587 13,163 5 Cox and Kings Asia Pacific Travel Limited Subsidiary 4,266 11,618 11,848 6 Cox & Kings Global Services (Singapore) Pte. Ltd. Subsidiary 10,532 10,428 10,716 7 Quoprro Global Limited Subsidiary 919 1,066 1,091 8 Clearmine Limited Subsidiary 817 946 968 9 Cox & Kings (Japan) Limited Subsidiary 4,358 4,902 5,021 10 Cox & Kings Tours LLC. Subsidiary 12,590 1,537 12,590 11 Prometheon Enterprises Ltd. Subsidiary 64,035 102,028 112,199 12 Cox & Kings Global Services Pvt. Ltd Subsidiary 8,191 7,599 8,191 13 Prometheon Holdings Pvt. Ltd. Subsidiary 9,486 8,453 9,486 14 Tulip Star Hotels Limited Associate - 3,267 3,416 15 Royale Indian Rail Tours Limited Joint venture 3,958 3,958 3,958 16 Hotelbreak Enterprise Uk Ltd Subsidiary 7,009 52 7,009 17 Malvern Enterprise UK Ltd Associate 15 15 45 18 Meininger Hotels (India) Pvt Ltd Subsidiary 1 21 64 19 Cox and Kings Financial Service Limited Subsidiary - 21 1,421

146,482 172,329

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 of the Company.

b. Investment by Cox & Kings (UK) Ltd. in equity shares of subsidiaries:

Sr. No.

Name of the Company No of Shares

1 Cox & Kings (Shipping) Ltd. 1,9992 Cox & Kings Holdings Ltd. 23 Cox & Kings Enterprises Ltd. 1004 C&K Investments Limited 15 Cox & Kings Special Interest Holidays Ltd. 1,9996 ETN Services Ltd 27 Cox & Kings (Agents) Limited 18 Cox & Kings Finance Ltd. 19 Cox & Kings Finance (Mauritius) Ltd. 12,000




c. Investment by Cox & Kings Global Services (Singapore) Pte Ltd. in Preference shares of subsidiaries

Sr. No.


1 Cox & Kings Global Services Management (Singapore) Pte Ltd. 1,600,0002 Cox and kings Singapore Pte Ltd 8,300,0003 Cox & Kings Destination Management Services Private Limited 250,000

d. Investment by Prometheon Australia Pty Ltd. in equity shares of subsidiaries

Sr. No.


1 Tempo Holidays Pty Ltd. 117,0002 Bentours International PTY Limited, Australia (Previously known as Cox and Kings Nordic PTY Limited,

Australia)27,000

e. Investment by Prometheon Enterprise Ltd. in equity shares of subsidiaries

Sr. No.


1 Prometheon Holdings (UK) Ltd. 490,001 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 and Kings Destinations Management Services Pvt Ltd. 465,000 7 Cox & Kings Travel Limited 639,000

f. Investment by Quoprro Global Ltd. in equity shares of subsidiaries

Sr. No.


1 Cox & Kings Global Services Sweden A.B 1,000

31. 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 2. - 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 10% to 12% p.a.) and

guarantees/ securities given by the Company as at March 31, 2018 are as under:₹ in Lakhs

ParticularsOpening balance

as on April 1, 2017Addition

during the Year

Amount Matured/

Reclassified during the year

Effect of Foreign Exchange

Fluctuation

Closing balance as on

March 31, 2018

Loans given in the form of unsecured short term Inter-Corporate Deposits and other advances

33,528 80,686 82,226 - 31,988

Guarantees/ Securities given by the Company 157,286 10,759 - 724 168,769



32. Corporate Social Responsibility (CSR Activity)

₹ in LakhsParticulars Total

(a) Gross amount required to be spent by the company during the year as per section 135 of the Companies Act 2013.

511

(b) Amount spent during the year on: (i) Construction/acquisition of any asset - (ii) Charitable purpose 70

33. Financial instruments – Fair values and risk management A. Accounting classification and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their

levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3: Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values: Fair value of cash and short term deposits, trade and other short term receivables, current investment, security deposits,

trade payables, other current liabilities, provisions and short term borrowings carried at amortised cost is not materially different from it’s carrying cost largely due to short term maturities of these financial assets and liabilities

Non-listed shares and other securities fall within level 3 of the fair value hierarchy. These investments are not material and their carrying value is considered as fair value.

Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are recognised in financial statements.




March 31, 2018

Carrying amount Fair value

FVTPL FVTOCI Amortised

Cost Total

Level 1 - Quoted price

in active markets

Level 2 - Significant observable

inputs

Level 3 - Significant

unobservable inputs

Financial Assets Investments -Non current Investments - Shares

1,025 - - 1,025 - - 1,025

-Non current Investments - Preference shares

- - 2,000 2,000 - - -

- Current Investments - Debentures

- - 2,800 2,800 - - -

Loans and advances 167,856 167,856 - - - - Security and other deposits - - 1,624 1,624 - - - Trade and other receivables - - 178,850 178,850 - - - Cash and cash equivalents - - 51,945 51,945 - - - Bank balances other than (iii) above

- - 2,534 2,534 - - -

1,025 - 407,609 408,633 - - 1,025 Financial Liabilities Long-term borrowings - - 29,217 29,217 - - - Other Financial Liabilities - - 8,369 8,369 - Short term Borrowings - - 162,110 162,110 - - - Trade and other payables - - 16,229 16,229 - - -

- - 215,925 215,925 - - -

March 31, 2017



Cost Total


in active markets


observable inputs


unobservable inputs

Financial Assets Investments -Non current Investments - Shares

1,025 - - 1,025 - - 1,025

Preference shares - - 2,000 2,000 - - - - Current Investments - Debentures

- - 2,800 2,800 - - -

Loans and advances 180,534 180,534 - - - - Security and other deposits - - 1,774 1,774 - - - Trade and other receivables - - 122,620 122,620 - - - Cash and cash equivalents - - 44,370 44,370 - - - Bank balances other than (iii) above

- - 7,244 7,244 - - -

1,025 - 361,342 362,367 - - 1,025 Financial Liabilities Long-term borrowings - - 40,788 40,788 - - - Other Financial Liabilities - - 2,364 2,364 - Short term Borrowings - - 86,400 86,400 - - - Trade and other payables - - 14,011 14,011 - - -

- - 143,563 143,563 - - -



B. Measurement of fair values i) Transfers between Levels 1 and 2 There have been no transfers between Level 1 and Level 2 during the reporting periods.

ii) Level 3 fair values Non-listed shares and other securities fall within level 3 of the fair value hierarchy.

34. Financial instruments – Fair values and risk management (continued)

A) Financial Risks The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk

management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

B. Capital Management The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to

sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity is defined as share capital plus reserves and surplus.

The Company’s policy is to keep the ratio below 2.00. The Company’s adjusted net debt to equity ratio at March 31, 2018 was as follows.

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Long term borrowings 36,756 41,910 Short term borrowings 162,110 86,400 Interest accrued but not due 830 1,241 Total liabilities 199,696 129,551 Less : Cash and cash equivalent and Bank Deposits 54,509 51,614 Adjusted net debt 145,187 77,937 Total equity 301,042 285,623 Adjusted net debt to equity ratio (times) 0.48 0.27




C. Risk management framework The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The

Company’s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.

35. Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its

contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company

evaluates the concentration of risk with respect to trade receivables as low. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Summary of the Company's exposure to credit risk by age of the outstanding from various customers is as follows:

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Neither past due nor impaired 134,172 85,209 Past due but not impairedPast due 1–180 days 40,505 36,743 Past due > 180 days 4,173 667

178,850 122,620

Expected credit loss assessment for customers as at March 31, 2017 and March 31, 2018

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss at March 31, 2018 and March 31, 2017 related to customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.

₹ in LakhsBalance as at April 1, 2016 97 Impairment loss recognised 456 Balance as at March 31, 2017 553 Impairment loss recognised 24 Balance as at March 31, 2018 577



Cash and cash equivalents The Company held cash and cash equivalents with credit worthy banks and financial institutions of ₹54,479 Lakhs and ₹51,614 Lakhs as at March 31, 2018 and March 31, 2017 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Derivatives The derivatives are entered into with credit worthy banks and financial institution counterparties. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Security deposits given to lessors The Company has different types of lease agreements for its various branches and offices. The security deposit majorily pertains to rent deposit given to lessors. The Company does not expect any losses from non-performance by counter-parties

Investments in debentures The Company limits its exposure to credit risk by generally investing in liquid securities and only in instruments that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties.

Loans, investments in group companies The Company does not expect any losses from non-performance by these counter-parties as these are subsidaries, associates and entities held under common control neither has any significant concentration of exposures to specific industry sectors or specific country risks. The credit risk for loans and advances to group companies is considered negligible.

Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired.

36. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company

manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation.

The Company has obtained fund and non-fund based working capital lines from various banks and financial institutions. Furthermore, the Company has access to funds from non-convertible debentures and further credit lines from the Banks. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

As of March 31, 2018, the Company had working capital (Total current assets - Total current liabilities) of ₹2,79,739 Lakhs including cash and cash equivalents of ₹51,945 Lakhs. As of March 31, 2017, the Company had the working Capital of ₹2,81,156 Lakhs including cash and cash equivalents of ₹44,370 Lakhs.

Exposure to liquidity risk The table below analyses the Company's financial liabilities into relevant maturity groupings based on their contractual

maturities for:

* all non derivative financial liabilities

* net and gross settled derivative financial instruments for which the contractual maturities are essential for the understanding of the timing of the cash flows.




Contractual cash flows

As at March 31, 2018 Carrying

amount Total

1 year or less

1-2 years 2-5 years More than

5 years

Non-derivative financial liabilitiesLong Term Liabilities Secured Non Convertible Debentures 7,500 8,270 8,270 - - - Vehicle Loans from Banks and Others 58 63 43 20 0.02 - Unsecured Non Convertible Debentures 29,198 34,688 2,700 31,988 - - Short Term Liabilities From Banks 37,610 37,610 37,610 - - - From Financial Institutions 124,500 124,500 124,500 - - - Trade and other payables 16,229 16,229 16,229 - - - Interest accrued but not due on borrowings 830 830 830 - - - Unclaimed Dividends 2 2 2 - - -



amount Total

1 year or less

1-2 years 2-5 years More than

5 years

Non-derivative financial liabilitiesLong Term Liabilities Secured Non Convertible Debentures 7,500 9,058 788 8,270 - - Term loans from financial institutions 5,644 6,805 1,691 2,910 2,204 - Vehicle Loans from Banks and Others 102 116 53 43 20 - Unsecured Non Convertible Debentures 28,664 37,650 2,550 2,550 32,550 - Short Term Liabilities From Banks 48,900 48,900 48,900 - - - From Financial Institutions 37,500 37,500 37,500 - - - Trade and other payables 14,011 14,011 14,011 - - - Interest accrued but not due on borrowings 1,241 1,241 1,241 - - - Unclaimed Dividends 2 2 2 - - -



37. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes

in market interest rates. The Company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions.

Following table gives company’s short-term and long term loans and borrowings, including interest rate profiles:

Particulars March 31, 2018 March 31, 2017

Fixed RateFinancial AssetsInvestment in debentures or bonds 2,800 2,800 Margin money deposits & Deposit Accounts 10,381 12,709 Loans and advances to others 25,323 15,410

Total 38,504 30,919Financial LiabilitiesSecured-Non Convertible Debentures (7,500) (7,500)Non Secured Convertible Debentures (29,198) (28,664)Unsecured-From Banks & Financial Institutions (124,500) (37,500)

Total (161,198) (73,664)Variable Rate*Financial AssetsLoans and Advances to related parties 159,309 178,061

Total 159,309 178,067Financial LiabilitiesShort term Borrowings- Secured- From Banks (37,610) (48,900)Term Loan from Financial Institution - (5,644)Vehicle Loans from Others (58) (102)

Total (37,668) (54,646)* Interest rate on financial assets and liabilities is variable during the year.

Interest rate sensitivity - fixed rate instruments The company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in IND AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.

Interest rate sensitivity - variable rate instruments A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased equity and profit or loss by amounts shown below. This analyses assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

ParticularsProfit or loss

As at March 31, 2018 As at March 31, 2017100 bp increase 100 bp decrease 100 bp increase 100 bp decrease

Variable-rate instrumentsFinancial Assets 1,593 (1,593) 1,781 (1,781)Financial Liabilities (377) 377 (546) 546 Cash Flow sensitivity (net) 1,216 (1,216) 1,235 (1,235)

(Note: The impact is indicated on the profit/loss before tax basis)




38. Currency Risk Market risk Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in

market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Currency risk The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account, where any

transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

Exposure to currency risk The summary quantitative data about the Company's exposure to currency risk as reported to the management of the

Company is as follows:

Amounts in ₹ LakhsMarch 31, 2018

USD EUR AUD SGD CHF ZAR Others

Financial Assets Bank Balances 795 88 5 33 1 22 355 Inventories 140 63 6 7 1 1 175 Trade receivables 13,662 9 - - - - 21 Unsettled Travellers' Cheques & Cards 184 216 25 12 16 3 379 Advances to Vendors 3,150 595 57 16 33 - 291 Financial Liabilities Trade payables (4,709) (489) (110) (406) (250) (4) (264)Net statement of financial position exposure

13,222 482 (17) (338) (199) 22 957

Forward exchange contracts - - - - - - - Net exposure 13,222 482 (17) (338) (199) 22 957

Amounts in ₹ LakhsMarch 31, 2017

USD EUR AUD SGD CHF ZAR Others

Financial Assets Bank Balances 521 11 7 3 14 48 151 Inventories 479 104 29 37 5 5 287 Trade receivables 13,979 3 0 - - - 1 Unsettled Travellers' Cheques & Cards 207 74 31 12 5 2 147 Advances to Vendors 13,773 726 86 136 74 111 432 Financial Liabilities Trade payables (14,150) (562) (88) (398) (137) (152) (391)Net statement of financial position exposure

14,809 356 65 (210) (39) 14 627

Forward exchange contracts - - - - - - - Net exposure 14,809 356 65 (210) (39) 14 627



Sensitivity analysis

A 3% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss and equity as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

Effect in ₹ LakhsProfit or loss

Strengthening Weakening

March 31, 2018USD 397 (397)EUR 14 (14)AUD (1) 1 SGD (10) 10 CHF (6) 6 ZAR 1 (1)Others 29 (29)

Effect in ₹ LakhsProfit or loss

Strengthening Weakening

March 31, 2017USD 444 (444)EUR 11 (11)AUD 2 (2)SGD (6) 6 CHF (1) 1 ZAR 0 (0)Others 19 (19)

(Note: The impact is indicated on the profit/loss and equity before tax basis)

39. Tax Reconciliation

(a) Amounts recognised in profit and loss₹ in Lakhs



March 31, 2017

Current Tax 9,682 9,468 Deferred Tax - Origination and reversal of temporary differences 44 94 Prior period tax 670 22 Tax expense for the year 10,396 9,584

(b) Amounts recognised in other comprehensive income

Particulars

For the year ended March 31, 2018 For the year ended March 31, 2017

Before taxTax

(expense) benefit

Net of tax Before taxTax

(expense) benefit

Net of tax

Items that will not be reclassified to profit or lossa) Remeasurement of post employment benefit obligations (71) 25 (46) (43) 15 (28)

(71) 25 (46) (43) 15 (28)




(c) Reconciliation of effective tax rate₹ in Lakhs



March 31, 2017

Profit before tax 28,001 27,718 Tax using the Company’s domestic tax rate (Current year 34.608% and Previous Year 34.608%) 9,690 9,593 Tax effect of:Expenses not deductible for tax purposes 1,460 114 Expenses deductible for tax purposes (1,469) (387)Exempt income 1 (1)Temporary difference 44 94 Others 670 345 Tax expense for the year 10,396 9,584 Effective tax rate 37.13 34.58

40. Other Notes

(a) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (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 parties to 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 were continuing as at the year end. Company has invested ₹250 Lakhs in equity capital, ₹3958.10 Lakhs as loans and has trade receivable of ₹519.03 Lakhs as at March 31, 2018. Based on the legal opinion, the company is confident of favourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

(b) Balances of trade receivables and trade payables are as per books of accounts and subject to confirmation and reconciliation, if any.

(c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least equal to the amount at which they are stated in the balance sheet.

(d) The Board of Directors at its meeting held on May 28, 2018 has approved the Financial Statement for year ended March 31, 2018.

(e) The Board of Directors have recommended a dividend of 20% (₹1/- per equity share) Previous year 20% (₹1/- per equity share) subject to shareholders approval at the ensuing AGM.





Salient Features of Financial Statements of Subsidiary / Associates/ Joint Ventures as per Companies Act, 2013Part "A" : Subsidiaries

Sr. No.

Name of Subsidiary Company Reporting

CurrencyShare

CapitalReserve &

Surplus Total Assets Total Liabilities

Invest-ments

Turnover/ Total

Income

Profit Before

Taxation

Provision For

Taxation

Profit after taxation

Proposed Dividend

% of Share

holding

1 Clearmine Limited INR 1.37 2,820.05 3,815.07 993.65 - - (42.48) - (42.48) - 100%GBP 0.02 30.90 41.80 10.89 - - (0.50) - (0.50)

2 Cox & Kings Destination Management Services Limited

INR 0.00 2,026.14 4,653.49 2,627.35 - 4,740.08 (964.79) (0.73) (964.06) - 100%GBP 0.00 22.20 50.99 28.79 - 55.45 (11.29) (0.01) (11.28)

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 1.83 (6.10) - 4.28 - - - - - - 100%GBP 0.02 0.00 0.00 0.00 - - - - -

6 Cox & Kings (UK) Limited

INR 1,303.22 27,200.10 47,949.73 19,446.41 - - (98.23) - (98.23) - 100%GBP 14.28 298.02 525.36 213.06 - - (1.15) - (1.15)

7 Cox & Kings Enterprises Limited

INR 0.09 - 0.09 - - - - - - - 100%GBP 0.00 - 0.00 0.00 - - - - -

8 Cox & Kings Finance Limited

INR 0.00 - 0.00 - - - - - - - 100%GBP 0.00 - 0.00 - - - - - -

9 Cox & Kings Holdings Limited

INR 0.00 - 0.00 0.00 0.00 - - - - - 100%GBP 0.00 - 0.00 0.00 0.00 - - - -

10 Cox & Kings Special Interest Holidays Ltd.

INR 1.83 (35.45) - 33.63 - - - - - - 100%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 Limited

INR 0.00 - 0.00 - - - - - - - 100%GBP 0.00 - 0.00 - - - - - -

13 Grand Tours Limited INR 0.47 (0.47) - - - - - - - - 100%GBP 0.01 (0.01) - - - - - - -

14 Cox & Kings Travel Limited

INR 583.22 37,848.92 47,622.98 9,190.84 - 29,059.62 3,148.30 (20.90) 3,169.20 - 100%GBP 6.39 414.69 521.78 100.70 - 339.95 36.83 (0.24) 37.07

15 East India Travel Company Inc.

INR 0.39 19,295.59 26,688.87 7,392.89 - 23,013.25 4,848.45 1,852.35 2,996.09 - 100%USD 0.01 296.23 409.74 113.50 - 356.98 75.21 28.73 46.48

16 Cox & Kings Finance (Mauritius) Ltd.

INR 7.82 (95.99) 1.48 (89.66) - - (2.28) - (2.28) - 100%USD 0.12 - 0.02 (1.38) - - (0.04) - (0.04)

17 Cox & Kings Japan Ltd

INR 1,240.00 12,602.35 35,066.08 21,223.73 - 19,777.64 2,271.22 - 2,271.22 - 100%JPY 2,000.00 20,326.37 56,558.19 34,231.82 - 33,988.62 3,903.18 - 3,903.18

18 Cox & Kings Tours LLC, Dubai

INR 5,268.78 38,043.24 108,625.42 65,313.39 - 74,491.00 9,720.80 - 9,720.80 - 100%AED 297.00 2,144.49 6,123.19 3,681.70 - 4,244.09 553.84 - 553.84

19 Cox and Kings Asia Pacific Travel Ltd

INR 0.84 (5,210.47) 54,758.32 59,967.95 - - (274.62) - (274.62) - 100%USD 0.01 (79.99) 840.67 920.65 - - (4.26) - (4.26)

20 Cox and Kings Singapore Private Limited

INR 6,231.63 (5,959.74) 65,891.98 65,620.09 3,308.26 - 955.01 107.34 847.67 - 100%USD 95.67 (91.50) 1,011.60 1,007.42 50.79 - 14.81 1.66 13.15

21 Cox and Kings Destinations Management Services Pvt Ltd

INR 479.51 (363.19) 300.27 183.95 - - (4.44) - (4.44) - 100%SGD 9.65 (7.31) 6.04 3.70 - - (0.09) - (0.09)

22 Cox & Kings Global Services Management (Singapore) Pte Ltd

INR 844.73 (1,739.33) 9,442.56 10,337.16 - 7.69 (431.70) - (431.70) - 100%SGD 17.00 (35.00) 190.03 208.03 - 0.16 (9.08) - (9.08)

23 Cox & Kings GmBH INR 20.07 9.72 53.15 23.35 - - (22.91) - (22.91) - 100%EUR 0.25 0.12 0.66 0.29 - - (0.30) - (0.30)

24 Cox & Kings Global Services LLC, Dubai

INR 141.92 1,781.13 3,450.29 1,527.24 - 1,369.79 452.90 - 452.90 - 100%AED 8.00 100.40 194.49 86.09 - 78.04 25.80 - 25.80

25 Cox & Kings Global Services LLC, USA

INR 65.14 (8,037.07) 2,983.70 10,955.64 - 15,709.64 332.40 - 332.40 - 100%USD 1.00 (123.39) 45.81 168.19 - 243.69 5.16 - 5.16

26 Cox and Kings Consulting Service (Beijing) Co. Ltd.

INR 18.80 (45.97) 1.97 29.14 - - (5.59) - (5.59) - 100%CNY 1.81 (4.43) 0.19 2.81 - - (0.57) - (0.57)



Sr. No.


CurrencyShare

CapitalReserve &


Invest-ments

Turnover/ Total

Income

Profit Before

Taxation

Provision For

Taxation


Proposed Dividend

% of Share

holding

27 Cox and Kings Global Services (Singapore) Pte Ltd.

INR 15,361.21 (474.31) 29,192.73 14,305.82 6,570.63 - 621.40 90.27 531.13 - 100%USD 235.83 (7.28) 448.18 219.63 100.87 - 9.64 1.40 8.24

28 Cox & Kings Global Services Pvt Ltd

INR 100.00 (7,858.30) 10,050.81 17,809.11 - 990.99 (984.08) (4.60) (979.48) - 100%INR 100.00 (7,858.30) 10,050.81 17,809.11 - 990.99 (984.08) (4.60) (979.48)

29 Cox & Kings Egypt INR - - - - - - - - - - 100%EGP - - - - - - - - -

30 Cox & Kings Global Services Lanka (Pvt) Ltd

INR - - - - - - - - - - 100%LKR - - - - - - - - -

31 CKGS Hellas, Sale – Owned LLP Co. (Formerly known as Hellas, Greece)

INR - - - - - - - - - - 100%EUR - - - - - - - - -

32 Quoprro Global Limited (UK)

INR 27.38 (673.51) 652.67 (1,298.80) - - (167.20) - (167.20) - 100%GBP 0.30 (7.38) 7.15 (14.23) - - (1.96) - (1.96)

33 Cox & Kings Global Services Sweden AB

INR 3.90 (885.86) 123.28 (1,005.24) - 362.45 (296.82) - (296.82) - 100%SEK 0.50 (113.57) 15.81 (128.88) - 46.86 (38.37) - (38.37)

34 Quoprro Global Services Pte. Ltd

INR 447.21 (486.53) 2.27 41.58 - - (4.90) - (4.90) - 100%SGD 9.00 (9.79) 0.05 0.84 - - (0.10) - (0.10)

35 Quoprro Global Services Pvt Ltd

INR 3,000.00 (1,804.75) 10,809.13 9,613.88 - 0.15 (1,002.98) 800.45 (1,803.43) - 100%INR 3,000.00 (1,804.75) 10,809.13 9,613.88 - 0.15 (1,002.98) 800.45 (1,803.43)

36 Quoprro Global Services Pvt Ltd HK

INR - - - - - - - - - - 100%HKD - - - - - - - - -

37 Cox & Kings (Australia) Pty Ltd.

INR 0.50 2,519.20 5,071.65 2,551.95 - 163.44 60.79 (430.86) 491.65 - 100%AUD 0.01 50.35 101.37 51.01 - 3.28 1.22 (8.64) 9.86

38 Tempo Holidays Pty Ltd.

INR 58.54 145.35 19,733.35 19,529.46 - 33,520.14 669.56 200.87 468.69 - 100%AUD 1.17 2.91 394.43 390.36 - 672.01 13.42 4.03 9.40

39 Tempo Holidays NZ Ltd.

INR 0.47 35.74 974.42 938.21 - 2,506.60 8.76 1.92 6.84 - 100%NZD 0.01 0.76 20.65 19.89 - 54.40 0.19 0.04 0.15

40 Bentours International Pty Ltd (Formarly Cox and Kings Nordic PTY Limited)

INR 13.51 - 13.51 - - - - - - - 100%AUD 0.27 - 0.27 - - - - - -

41 Cox & Kings PGL Camps PTY Ltd.

INR 500.30 156.62 2,778.05 2,121.12 - 324.22 291.43 - 291.43 - 100%AUD 10.00 3.13 55.53 42.40 - 6.50 5.84 - 5.84

42 Prometheon Enterprise Limited

INR 9.13 (42,900.93) 144,073.28 186,965.08 - - 45,518.30 2,527.67 42,990.63 - 100%GBP 0.10 (470.04) 1,578.54 2,048.48 - - 532.48 29.57 502.91

43 Prometheon Holding Private Ltd.

INR 0.65 (11,152.15) 43,157.94 54,309.44 - - (3,335.42) - (3,335.42) - 100%USD 0.01 (171.21) 662.58 833.78 - - (51.74) - (51.74)

44 Prometheon Limited INR 0.00 - 0.00 0.00 - - - - - - 51.00%GBP 0.00 0.00 0.00 0.00 - - - - -

45 Prometheon Holdings (UK) Ltd

INR 791.95 198,711.58

300,110.17 100,606.64 - - (103.02) 194.23 (297.25) - 51.00%

GBP 8.68 2,177.18 3,288.16 1,102.30 - - (1.21) 2.27 (3.48)46 Bookit BV INR - - - - - - - - - - 51.00%

EUR - - - - - - - - - 47 Business

Reservation Centre Holland BV

INR - - - - - - - - - - 51.00%EUR - - - - - - - - -

48 Business Reservation Centre Holland Holding BV

INR - - - - - - - - - - 51.00%EUR - - - - - - - - -

49 BV Weekendje Weg.nl

INR - - - - - - - - - - 51.00%EUR - - - - - - - - -

50 Chateau de Lamorlaye SCI

INR - - - - - - - - - - 51.00%EUR - - - - - - - - -

51 Domaine de Segries SCI

INR 153.33 358.70 551.81 39.78 - 26.40 18.21 6.07 12.14 - 51.00%EUR 1.91 4.47 6.87 0.50 - 0.35 0.24 0.08 0.16



Sr. No.


CurrencyShare

CapitalReserve &


Invest-ments

Turnover/ Total

Income

Profit Before

Taxation

Provision For

Taxation


Proposed Dividend

% of Share

holding

52 EST Transport Purchasing Ltd

INR 1.83 457.49 1,002.77 543.45 - 4,956.03 56.20 - 56.20 - 51.00%GBP 0.02 5.01 10.99 5.95 - 57.98 0.66 - 0.66

53 European Study Tours limited

INR 45.64 5,742.65 8,745.26 2,956.97 - 9,541.79 886.20 0.61 885.58 - 51.00%GBP 0.50 62.92 95.82 32.40 - 111.62 10.37 0.01 10.36

54 Freedom of France Limited

INR 0.00 - 12.78 12.78 - - - - - - 51.00%GBP 0.00 - 0.14 0.14 - - - - -

55 Hole in the Wall Management Limited

INR - - - - - - - - - - 51.00%GBP - - - - - - - - -

56 Holidaybreak Education Limited

INR 158,511.35 (4,294.83) 154,245.72 - - - (20.25) - (20.25) - 51.00%GBP 1,736.73 (47.06) 1,689.99 - - - (0.24) - (0.24)

57 Holidaybreak Holding Co Ltd

INR 1.83 1,091.10 1,092.63 - - - (2.93) - (2.93) - 51.00%GBP 0.02 11.95 11.97 - - - (0.03) - (0.03)

58 Holidaybreak Hotel Holdings GmbH

INR 80.28 (19,188.63) 127,459.79 146,568.25 - - - 10,195.16 (10,195.16) - 51.00%EUR 1.00 (239.02) 1,587.69 1,825.71 - - - 135.19 (135.19)

59 Holidaybreak Ltd INR 3,290.58 137,055.90

318,271.60 177,925.13 - - (9,946.22) (230.14) (9,716.07) - 51.00%

GBP 36.05 1,501.65 3,487.14 1,949.44 - - (116.35) (2.69) (113.66)60 Edge Adventures

(formerly Holidays Limited)

INR - - - - - - - - - - 51.00%GBP 0.00 0.02 0.02 - - - - - -

61 Holidaybreak QUEST Trustee Ltd

INR 0.00 - 0.00 - - - - - - - 51.00%GBP 0.00 - 0.00 - - - - - -

62 Holidaybreak Trustee Ltd

INR 0.00 0.86 0.86 - - - - - - - 51.00%GBP 0.00 0.01 0.01 - - - - - -

63 Hotelnet Ltd INR 0.00 - 0.00 - - - - - - - 51.00%GBP 0.00 - 0.00 - - - - - -

64 Meinigner Airport Frankfurt GmbH

INR 20.47 1,682.44 7,156.72 5,453.80 - 3,739.87 1,304.59 82.41 1,222.19 - 51.00%EUR 0.26 20.96 89.15 67.93 - 49.59 17.30 1.09 16.21

65 Meininger "10" City Hostel Berlin-MItte GmbH

INR 20.47 692.68 4,140.38 3,427.23 - 1,984.50 624.57 100.72 523.85 - 51.00%EUR 0.26 8.63 51.57 42.69 - 26.31 8.28 1.34 6.95

66 Meininger "10" City Hostel Köln GmbH

INR - 59.81 - (59.81) - 152.67 58.89 1.25 57.64 - 51.00%EUR - 0.75 - (0.75) - 2.02 0.78 0.02 0.76

67 Meininger "10" Frankfurt GmbH

INR 20.47 1,874.92 7,567.82 5,672.44 - 3,466.80 1,552.41 55.97 1,496.44 - 51.00%EUR 0.26 23.35 94.27 70.66 - 45.97 20.58 0.74 19.84

68 Meininger "10" Hamburg GmbH

INR 20.47 1,266.91 6,583.43 5,296.05 - 2,999.36 1,014.74 22.23 992.52 - 51.00%EUR 0.26 15.78 82.01 65.97 - 39.77 13.46 0.29 13.16

69 Meininger "10" Hostel und Reisevermittlung GmbH

INR 20.47 1,179.23 6,990.14 5,790.44 - 3,244.39 1,121.62 51.38 1,070.24 - 51.00%EUR 0.26 14.69 87.07 72.13 - 43.02 14.87 0.68 14.19

70 Meininger Airport Hotels BBI GmbH

INR 20.47 422.44 1,724.85 1,281.94 - 2,439.47 655.49 20.14 635.35 - 51.00%EUR 0.26 5.26 21.49 15.97 - 32.35 8.69 0.27 8.42

71 Meininger Amsterdam Amstelstation BV

INR 14.45 552.57 1,192.50 625.49 - 47.70 451.30 - 451.30 - 51.00%EUR 0.18 6.88 14.85 7.79 - 0.63 5.98 - 5.98

72 Meininger Amsterdam BV

INR 14.45 10,551.60 21,113.06 10,547.01 - 12,321.70 5,483.89 685.71 4,798.18 - 51.00%EUR 0.18 131.44 262.99 131.38 - 163.38 72.71 9.09 63.62

73 Meininger Barcelona GmbH (formerly Meininger Leipzig GmbH)

INR 20.47 (3.86) 35.40 18.79 - - (3.50) - (3.50) - 51.00%EUR 0.26 (0.05) 0.44 0.23 - - (0.05) - (0.05)

74 Meininger Berlin Hauptbahnhof GmbH

INR 20.47 3,575.72 15,095.12 11,498.92 - 6,672.72 3,188.67 91.38 3,097.29 - 51.00%EUR 0.26 44.54 188.03 143.24 - 88.48 42.28 1.21 41.07

75 Meininger Brussels GmbH (formerly Meininger Berlin Europaplatz GmbH)

INR 20.47 841.57 5,072.46 4,210.42 - 4,810.77 691.42 174.90 516.52 - 51.00%EUR 0.26 10.48 63.18 52.45 - 63.79 9.17 2.32 6.85




Sr. No.


CurrencyShare

CapitalReserve &


Invest-ments

Turnover/ Total

Income

Profit Before

Taxation

Provision For

Taxation


Proposed Dividend

% of Share

holding

76 Meininger City Hostels UND Hotels GmbH

INR 28.90 (424.52) 435.58 831.20 - 1,461.67 52.98 3.88 49.10 - 51.00%EUR 0.36 (5.29) 5.43 10.35 - 19.38 0.70 0.05 0.65

77 Meininger Finance Company Limited

INR 27,014.22 83,642.13 110,680.43 24.08 - - 3,205.95 - 3,205.95 - 51.00%EUR 336.50 1,041.88 1,378.68 0.30 - - 42.51 - 42.51

78 Meininger Holding GmbH

INR 24.08 20,223.45 91,872.44 71,624.91 - - (2,181.90) 13.05 (2,194.96) - 51.00%EUR 0.30 251.91 1,144.40 892.19 - - (28.93) 0.17 (29.10)

79 Meininger Hotelerrichtungs GmbH

INR 28.90 1,362.96 3,059.23 1,667.27 - 2,736.68 701.28 78.41 622.87 - 51.00%EUR 0.36 16.98 38.11 20.77 - 36.29 9.30 1.04 8.26

80 Meininger Ltd INR 0.00 1,817.57 3,262.90 1,445.33 - 1,874.12 493.06 14.67 478.40 - 51.00%EUR 0.00 22.64 40.64 18.00 - 24.85 6.54 0.19 6.34

81 Meininger Hotel Berlin East Side Gallery GmbH (Formerly Meininger Nürnberg Gmbh)

INR 20.47 (360.97) 2,037.66 2,378.16 - 1,175.03 80.49 5.82 74.67 - 51.00%EUR 0.26 (4.50) 25.38 29.62 - 15.58 1.07 0.08 0.99

82 Meininger Oranienburger Straße GmbH

INR 20.47 1,603.21 7,217.55 5,593.87 - 3,384.21 1,469.74 23.54 1,446.20 - 51.00%EUR 0.26 19.97 89.90 69.68 - 44.87 19.49 0.31 19.18

83 MEININGER Hotel Berlin Tiergarten GmbH (formerly Meininger Postdamer Platz GmbH)

INR 20.47 453.31 496.03 22.24 - - 424.43 - 424.43 - 51.00%EUR 0.26 5.65 6.18 0.28 - - 5.63 - 5.63

84 Meininger Paris SCI INR - (0.25) 0.37 0.62 - - - - - - 51.00%EUR - (0.00) 0.00 0.01 - - - - -

85 Meininger Shared Services GmbH

INR 20.47 308.91 28,657.06 28,327.68 - - (3,598.66) 316.96 (3,915.62) - 51.00%EUR 0.26 3.85 356.96 352.86 - - (47.72) 4.20 (51.92)

86 Meininger West GmbH & Co KG

INR 24.08 835.46 6,525.00 5,665.46 - - (6.75) (0.41) (6.34) - 51.00%EUR 0.30 10.41 81.28 70.57 - - (0.09) (0.01) (0.08)

87 Meininger West Verwaltungs GmbH

INR 20.47 (15.33) 13.37 8.23 - - (2.44) - (2.44) - 51.00%EUR 0.26 (0.19) 0.17 0.10 - - (0.03) - (0.03)

88 Meininger Wien GmbH

INR 28.90 1,772.07 3,660.30 1,859.33 - 3,075.38 962.59 161.48 801.11 - 51.00%EUR 0.36 22.07 45.59 23.16 - 40.78 12.76 2.14 10.62

89 Meininger Wien Schiffamtsgasse GmbH

INR 28.90 977.11 2,368.30 1,362.28 - 2,252.59 663.38 129.02 534.36 - 51.00%EUR 0.36 12.17 29.50 16.97 - 29.87 8.80 1.71 7.09

90 Noreya 2002 SL INR 2.41 62.88 106.13 40.84 - 362.90 4.88 1.22 3.66 - 51.00%EUR 0.03 0.78 1.32 0.51 - 4.81 0.06 0.02 0.05

91 NST Holdings Limited

INR 75.64 (0.87) 74.77 - - - - - - - 51.00%GBP 0.83 (0.01) 0.82 - - - - - -

92 NST Limited INR 31.31 2,439.73 890.67 (1,580.37) - 342.50 185.62 - 185.62 - 51.00%EUR 0.39 30.39 11.09 (19.69) - 4.54 2.46 - 2.46

93 NST Transport Services Ltd

INR 1.83 728.62 5,739.57 5,009.12 - 24,543.84 50.86 - 50.86 - 51.00%GBP 0.02 7.98 62.89 54.88 - 287.12 0.59 - 0.59

94 NST Travel Group Limited

INR 136.91 21,383.39 78,322.04 56,801.75 - 48,286.18 4,187.89 10.77 4,177.12 - 51.00%GBP 1.50 234.29 858.14 622.35 - 564.86 48.99 0.13 48.86

95 PGL Adventure Camps PTY Limited

INR 12.51 56.50 6,050.94 5,981.93 - 3,535.60 126.14 - 126.14 - 51.00%AUD 0.25 1.13 120.95 119.57 - 70.88 2.53 - 2.53

96 PGL Adventure Ltd INR 0.09 184.88 184.97 - - 6,017.46 5.19 - 5.19 - 51.00%GBP 0.00 2.03 2.03 - - 70.39 0.06 - 0.06

97 PGL Air Travel Ltd INR 59.33 92.92 545.76 393.52 - 894.04 5.19 - 5.19 - 51.00%GBP 0.65 1.02 5.98 4.31 - 10.46 0.06 - 0.06

98 PGL Aventures SAS INR 4,749.36 844.36 7,418.00 1,824.27 - 1,526.18 (6.69) 8.47 (15.16) - 51.00%EUR 59.16 10.52 92.40 22.72 - 20.24 (0.09) 0.11 (0.20)

99 PGL Group Ltd INR 6.39 2,002.94 89,059.73 87,050.40 - 1,000.15 19.71 - 19.71 - 51.00%GBP 0.07 21.95 975.78 953.77 - 11.70 0.23 - 0.23



Sr. No.


CurrencyShare

CapitalReserve &


Invest-ments

Turnover/ Total

Income

Profit Before

Taxation

Provision For

Taxation


Proposed Dividend

% of Share

holding

100 PGL Property PTY Limited

INR 12.51 121.19 1,888.14 1,754.45 - 41.53 35.36 - 35.36 - 51.00%AUD 0.25 2.42 37.74 35.07 - 0.83 0.71 - 0.71

101 PGL Travel Ltd INR 12,367.09 99,686.38 173,064.58 61,011.12 - 67,791.17 15,467.08 2,660.29 12,806.79 - 51.00%GBP 135.50 1,092.21 1,896.18 668.47 - 793.03 180.94 31.12 149.82

102 PGL Travel PTY Limited

INR 17.51 (203.82) 2,747.12 2,933.42 - - 8.95 - 8.95 - 51.00%AUD 0.35 (4.07) 54.91 58.63 - - 0.18 - 0.18

103 PGL Voyages Ltd INR 533.39 1,302.21 56,522.68 54,687.07 - - 1.18 - 1.18 - 51.00%GBP 5.84 14.27 619.29 599.18 - - 0.01 - 0.01

104 SARL Chateau D'Ebblinghem

INR 656.69 455.55 1,608.67 496.43 - 812.19 12.19 6.50 5.69 - 51.00%EUR 8.18 5.67 20.04 6.18 - 10.77 0.16 0.09 0.08

105 SAS Travelworks France

INR - - - - - - - - - - 51.00%EUR - - - - - - - - -

106 SASu le Chateau D'Ebblinghem

INR 1,557.43 627.17 2,346.14 161.54 - 158.37 34.08 12.76 21.32 - 51.00%EUR 19.40 7.81 29.22 2.01 - 2.10 0.45 0.17 0.28

107 Simpar SASu INR 642.24 2,801.14 5,267.82 1,824.44 - 2,031.74 (176.22) - (176.22) - 51.00%EUR 8.00 34.89 65.62 22.73 - 26.94 (2.34) - (2.34)

108 Travelplus Group Gmbh, Germany

INR 30.59 1,453.07 3,225.24 1,741.58 - 9,331.87 (104.93) - (104.93) - 51.00%EUR 0.38 18.10 40.17 21.69 - 123.74 (1.39) - (1.39)

109 Travelplus Group Gmbh, Austria

INR 28.10 139.85 185.32 17.37 - 128.10 24.69 6.18 18.51 - 51.00%EUR 0.35 1.74 2.31 0.22 - 1.70 0.33 0.08 0.25

110 Travelworks UK Limited

INR 0.00 - 0.00 - - - - - - - 51.00%GBP 0.00 - 0.00 - - - - - -

111 Prometheon Australia Pty Ltd

INR 0.50 252.35 22,252.90 22,000.05 - 36,040.91 683.99 204.49 479.50 - 100.00%AUD 0.01 5.04 444.79 439.74 - 722.54 13.71 4.10 9.61

112 Prometheon Singapore pte Ltd

INR 0.00 (16.49) 69.46 85.95 - - (4.70) - (4.70) - 100.00%USD 0.00 (0.25) 1.07 1.32 - - (0.07) - (0.07)

113 Meininger Hotel Heidelberg GmbH (formly Meininger Hotel Munchen Hirschgarten GmbH)

INR 20.47 (25.25) (26.43) (21.64) - - (23.72) - (23.72) - 51.00%EUR 0.26 (0.31) (0.33) (0.27) - - (0.31) - (0.31)

114 Meininger Hotel Munchen Olympiapark GmbH

INR 20.07 (98.81) 98.93 177.67 - - (100.79) - (100.79) - 51.00%EUR 0.25 (1.23) 1.23 2.21 - - (1.34) - (1.34)

115 Meininger Hotel Leipzig Hauptbahnhof GmbH

INR 20.07 (806.00) 827.00 1,612.93 - 1,933.38 104.56 36.23 68.33 - 51.00%EUR 0.25 (10.04) 10.30 20.09 - 25.64 1.39 0.48 0.91

116 Meininger Hotel USA Limited

INR 0.00 (0.50) 6.05 6.54 - - 0.80 - 0.80 - 51.00%GBP 0.00 (0.01) 0.07 0.07 - - 0.01 - 0.01

117 Meininger Holding USA Inc

INR 6.51 (3.76) 251.68 248.93 - - (3.73) - (3.73) - 51.00%USD 0.10 (0.06) 3.86 3.82 - - (0.06) - (0.06)

118 Meininger Hotel Europe Limited

INR 0.00 (33.20) 2,171.31 2,204.51 - - (32.41) - (32.41) - 51.00%GBP 0.00 (0.36) 23.79 24.15 - - (0.38) - (0.38)

119 Meininger Hotel Rome Termini Station S.r.l

INR 8.03 (62.89) 1,840.11 1,894.97 - 14.05 (67.87) - (67.87) - 51.00%EUR 0.10 (0.78) 22.92 23.60 - 0.19 (0.90) - (0.90)

120 Meininger Hotel Venice Marghera S.r.l

INR 8.03 (0.98) 7.39 0.35 - - (3.60) - (3.60) - 51.00%EUR 0.10 (0.01) 0.09 0.00 - - (0.05) - (0.05)

121 Meininger Hotel Hungary kft

INR 12.04 (21.52) 164.34 173.81 - - (20.20) - (20.20) - 51.00%EUR 0.15 (0.27) 2.05 2.17 - - (0.27) - (0.27)

122 Meininger Hotel Asia Pacific Pte. Limited

INR 4.97 (20.67) 169.20 184.90 - - (17.30) - (17.30) - 51.00%SGD 0.10 (0.42) 3.41 3.72 - - (0.36) - (0.36)

123 Hotelbreak Enterprise UK Ltd

INR - - - - - - - - - - 100.00%GBP - - - - - - - - -




Sr. No.


CurrencyShare

CapitalReserve &


Invest-ments

Turnover/ Total

Income

Profit Before

Taxation

Provision For

Taxation


Proposed Dividend

% of Share

holding

124 Hotelbreak Holdings UK Limited

INR 0.91 - 4,075.31 4,074.40 - - (0.05) (117.88) 117.83 - 100.00%GBP 0.01 - 44.65 44.64 - - (0.00) (1.38) 1.38

125 Meininger Hotels Limited(formerly Holidaybreak Hotel Holdings Limited)

INR 25,646.87 81,306.56 107,219.36 244.17 - 18,519.90 2,081.61 123.43 1,958.18 - 51.00%GBP 281.00 890.84 1,174.75 2.68 - 216.65 24.35 1.44 22.91

126 Meininger Hotels (India) Private Ltd

INR 150.00 - 159.95 9.95 - - - - - - 51.00%INR 150.00 - 159.95 9.95 - - - - -

127 Meininger Hotel Genf AG, Geneva

INR 68.30 (6.28) 68.92 6.91 - - (6.11) - (6.11) - 51.00%CHF 1.00 (0.09) 1.01 0.10 - - (0.09) - (0.09)

128 MEININGER Hotel Lyon SAS

INR 0.08 (0.41) 48.03 48.35 - - (0.38) - (0.38) - 51.00%EUR 0.00 (0.01) 0.60 0.60 - - (0.01) - (0.01)

129 MEININGER Hotel Milan City SRL

INR 8.03 102.64 1,406.35 1,295.69 - 380.65 96.42 - 96.42 - 51.00%EUR 0.10 1.28 17.52 16.14 - 5.05 1.28 - 1.28

130 MEININGER Hotel Brussels Midi Station SA

INR 49.37 (34.15) 80.70 65.47 - - (31.19) - (31.19) - 51.00%EUR 0.62 (0.43) 1.01 0.82 - - (0.41) - (0.41)

131 MEININGER Hotel Milan Lambrate SRL

INR 8.03 (14.21) 441.25 447.43 - - (20.88) - (20.88) - 51.00%EUR 0.10 (0.18) 5.50 5.57 - - (0.28) - (0.28)

132 MEININGER Hotel Zurich AG

INR 68.30 (9.57) 75.30 16.56 - - (9.30) - (9.30) - 51.00%CHF 1.00 (0.14) 1.10 0.24 - - (0.14) - (0.14)

133 Meininger Hotel Russia Limited

INR 0.00 (0.02) 12.95 12.97 - - (0.02) - (0.02) - 51.00%GBP 0.00 (0.00) 0.14 0.14 - - (0.00) - (0.00)

134 MEININGER Hotel Copenhagen ApS

INR 5.39 267.06 1,879.59 1,607.13 - 6,648.51 434.90 71.20 363.70 - 51.00%DKK 0.50 24.77 174.36 149.08 - 656.04 42.91 7.03 35.89

135 Meininger Hotel Paris Porte de Vincennes SAS,

INR 0.08 117.08 1,153.59 1,036.43 - - (111.32) - (111.32) - 51.00%EUR 0.00 1.46 14.37 12.91 - - (1.48) - (1.48)

136 Cox & Kings Global Services Private Limited (wef. March 06, 2017)

INR 0.09 (2.76) 0.09 2.76 - - - - - - 100.00%GBP 0.00 (0.03) 0.00 0.03 - - - - -

137 Cox & Kings Global Services Qatar (27.02.18)

INR 8.95 - 8.95 - - - - - - - 49.00%QAR 0.50 - 0.50 - - - - - -

138 Cox & Kings Financial Service Limited.

INR 1,400.00 (81.43) 1,363.72 45.15 - - (57.83) 2.57 (60.40) - 100.00%INR 1,400.00 (81.43) 1,363.72 45.15 - - (57.83) 2.57 (60.40)

139 Holidaybreak Education EBT Limited

INR 0.09 - 0.09 - - - - - - - 51.00%GBP 0.00 - 0.00 - - - - - -

140 (WI) Meininger Hotel Dresden GmbH

INR - - - - - - - - - - 51.00%EUR - - - - - - - - -

141 MEININGER Hotel Bordeaux SAS

INR 0.08 - 0.08 - - - - - - - 51.00%EUR 0.00 - 0.00 - - - - - -

142 MEININGER Hotel Glasgow Limited

INR 0.00 (0.02) 0.02 0.04 - - (0.02) - (0.02) - 51.00%GBP 0.00 (0.00) 0.00 0.00 - - (0.00) - (0.00)

143 CNk Hongkong -01.02.18

INR - - - - - - - - - - 100.00%HKD - - - - - - - - -

144 C and K Tours SDN. BHD.

INR - - - - - - - - - - 30.00%BHD - - - - - - - - -

145 Cox & Kings Global Services Canada Ltd.

INR - - - - - - - - - - 100.00%CAD - - - - - - - - -

Exchange Rate as on March 31, 2018: 1 AED = ₹17.74, 1 AUD = ₹50.03, 1 CNY = ₹10.38, 1 EUR = ₹80.28, 1 GBP = ₹91.27, 1 HKD = ₹8.30, 1 JPY = ₹0.62, 1 NZD = ₹47.18, 1 SEK = ₹7.80, 1 SGD = ₹49.69, 1 USD = ₹65.14, 1 CHF= ₹68.30, 1 DKK= ₹10.78, 1 EGP= ₹3.70, 1 LKR= ₹0.42, 1 HUF= ₹0.26, 1 QAR= ₹17.90, 1 CAD= ₹50.51



Name of subsidiaries which have been liquidated/ sold during the Year.1 - Cox & Kings Egypt2 - CKGS Hellas, Sale – Owned LLP Co. (Formerly known as Hellas, Greece)3 - Quoprro Global Services Pvt Ltd HK4 - Bookit BV5 - Business Reservation Centre Holland BV6 - Business Reservation Centre Holland Holding BV7 - BV Weekendje Weg.nl8 - Hole in the Wall Management Limited9 - SAS Travelworks France10 - Meininger "10" City Hostel Köln GmbH11 - Hotelbreak Enterprise UK Ltd

Names of Subsidiaries which are yet to commence operations 1 - Cox & Kings Global Services Lanka Pvt Limited 2 - Cox & Kings Global Services Private Limited (wef. March 06, 2017)3 - Cox & Kings Financial Service Limited.4 - CNk Hongkong -01.02.185 - C and K Tours SDN. BHD.6 - Cox & Kings Global Services Canada Ltd.

Sr. no

Name of Associate Shares of Associate held by the company on the year end Profit/Loss for the year

Last audited Balance

Sheet DateNo.

Investment in

Associates /JV

(₹ In Lakhs)

Extend of Holding %

Networth attributable to Shareholding as per latest

audited Balance

Sheet (₹ In Lakhs)

Considered in Consolidation

(₹ In Lakhs)

Not Considered in Consolidation

(₹ In Lakhs)

Description of how

there is significant influence

Reason why the associate

is not consolidated

(A) Associates1 Tulip Star Hotel

Ltd. 31.03.2018 1,402,500 140 30.42% - - (460) Note-A -

2 Radius Global Travel Ltd. *

31.12.2017 620 1,822 44.00% 1,925 (53) (67) Note-A -

10 6 3 Tutors Direct Ltd Note -D 250,000 232 40% - - - Note-B -

666,667 1 Note-A4 Tute Education

Ltd Note -D 154,701

27,180 4,427 67% (177) (321) (421) Note-A -5 Malvern

Enterprise UK Ltd.

31.03.2018 6,370,000 6,076 49% 4,689 (2,323) - Note-A -

(B) Joint Ventures1 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 40(a) 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 2017 has been considered from Audited Financials of Year 2017 and remaining 3 month period

ended March 31, 2018 figures are included based upon Management Represented Accounts The above statement also indicates performance and financial position of each of the associates.




Independent Auditor’s Report

To the Members of COX & KINGS LIMITED

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of Cox & Kings Limited (hereinafter referred to as “the Holding Company”) its subsidiaries, its associates and joint venture (collectively referred to as “the Group”) which comprise of the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial StatementsThe Holding 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 consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued thereunder.

This respective Board of Directors of the companies included in the Group and of its associates and its jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and fair presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are 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 reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, associates and joint ventures, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated financial position of the Group, its associates and jointly controlled entities as at March 31, 2018, and their consolidated profit (including other comprehensive income), their consolidated cash flows and the consolidated changes in equity for the year ended on that date.


Other MatterI) a) We did not audit the financial statements of all

subsidiaries whose financial statements reflect total assets of ₹5,36,368.04 Lakhs as at March 31, 2018, total revenues of ₹3,81,343.46 Lakhs and net cash outflows of ₹5,130.02 Lakhs for the year ended March 31, 2018, as considered in the consolidated financial results. The consolidated financial results also include the Group’s share of net loss of ₹2,228.44 Lakhs for the year ended March 31, 2018, as considered in the consolidated financial results in respect of two associate whose financial statements has not been audited by us. These financial statements and other financial information have been furnished to us by the Management and our opinion on the statement, in so far as it relates to the amounts included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors.

b) We have relied on the unaudited financial statements in respect of one associate whose share of profit/loss is ₹ Nil for the year ended March 31, 2018 as considered in consolidated financial statement. This unaudited financial statement have been furnished to us by the Management and our opinion on the statement, in so far as it relates to the amounts included in respect of this associate is based solely on such unaudited financial statements certified by the management.

c) The financial statement of one joint venture for the year ended March 31, 2018 is not available with the company due to the ongoing arbitration with the joint venture partner. The Company has consolidated last available unaudited financials of joint venture for the year ended March 31, 2011.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the Management.

II) The comparative financial information of the Group including its associates and joint ventures for the year ended March 31, 2017 prepared in accordance with Indian Accounting Standard (Ind AS), included in these Consolidated Financial Statements, have been audited by the predecessor auditors. The report of the predecessor auditor on the comparative financial information dated May 29, 2017 expressed an unmodified opinion

Report on Other Legal and Regulatory Requirements1. As required by section 143 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 and belief 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 consolidated financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by this report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate companies and jointly controlled entities incorporated in India none of the directors of the Group companies, its associate companies and jointly controlled entities incorporated in India is disqualified as on March 31, 2018, 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 and the operating effectiveness of such controls, refer to our Report in “Annexure A”, which is based on the auditors’ reports of the subsidiary companies, associate companies and jointly controlled companies incorporated in India.



g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rules 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The consolidated financial statements disclose the impact of pending litigations on its consolidated financial position of the Group, its associates and its jointly controlled entities as referred to in Note No. 27(II) of the consolidated financial statements.

ii) The Group, its associated and its jointly controlled entities did not have any material foreseeable losses on long-term contracts including derivative contracts that require provision under any law or accounting

standards for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

For D T S & AssociatesChartered Accountants(Firm Registration no. : 142412W)

Ashish G. MistryPartnerMembership No.: 132639

Place: Mumbai Dated: May 28, 2018


Annexure to Independent Auditors’ Report“Annexure A” to Independent Auditors’ Report referred to in paragraph 1(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”) its subsidiaries and its associates which are incorporated in India as of March 31, 2018 in conjunction with our audit of the consolidated financial statements of the Company for the year then ended.

Management Responsibility for the Internal Financial ControlsThis respective Board of Directors of the Holding companies, its subsidiaries, its associates and its jointly controlled entities which are 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 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 ResponsibilityOur 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 and the audit evidence obtained by the other auditors in terms of their reports referred to in 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 ReportingA 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.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause 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.



OpinionIn our opinion, to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors, as referred to in Other Matters paragraph, the Holding Company, its subsidiaries companies and its associate company, which are 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, 2018, 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 MattersOur aforesaid reports under Section 143(3) (i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to two subsidiary companies which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies and related to one of associate, which is company incorporated in India, which contributes share of profit/loss of ₹ Nil, is based solely on representation provided by the Management. Our opinion is not modified in respect of the above matter.

For D T S & AssociatesChartered Accountants(Firm Registration no. : 142412W)

Ashish G. MistryPartnerMembership No.: 132639

Place: Mumbai Dated: May 28, 2018


Consolidated Balance Sheet As at March 31, 2018

₹ in LakhsParticulars Note



ASSETSNon-Current Assets

Property, Plant and Equipment 1 1,94,135 1,56,814 Capital Work-in-Progress 1 4,773 7,026 Goodwill 2,46,799 2,20,275 Other Intangible Assets 1 32,863 12,735 Intangible Assets under Development 1 8,759 24,042

Sub-Total 4,87,330 4,20,892 Financial Assets

Investments 2 10,998 8,082 Others 2.2 4,294 2,689

Sub-Total 15,292 10,771 Deferred Tax Assets (net) 3 2 -

Non-Current Assets 5,02,624 4,31,663 Current assets

Inventories 4 1,550 1,985 Financial Assets

Current Investments 5 2,800 2,800 Trade Receivables 6 2,24,160 1,82,012 Cash and Cash Equivalents 7 1,19,055 1,04,731 Bank balances other than above 7 44,905 64,528 Loans 8 25,323 15,410

Current Tax Assets (Net) 9 1,030 939 Other Current Assets 10 1,55,546 95,632

Current Assets 5,74,370 4,68,037 Total 10,76,994 8,99,700 EQUITY AND LIABILITIESEquity

Equity Share Capital 11 8,828 8,828 Other Equity 12 3,19,442 2,51,121 Equity attributable to the owners 3,28,270 2,59,949 Non Controlling Interests 30c 1,00,354 60,637

Equity 4,28,624 3,20,586 Non-current liabilities

Financial LiabilitiesBorrowings 13 2,28,584 2,55,991

Deferred Tax Liabilities(Net) 3 23,205 17,555 Provisions 14 2,032 2,602

Non-Current Liabilities 2,53,820 2,76,148 Current liabilities

Financial LiabilitiesBorrowings 15 1,62,110 86,400 Trade Payables 16 42,019 31,148 Other Financial Liabilities 17 10,702 28,926

Other Current Liabilities 18 1,69,126 1,47,643 Provisions 19 10,594 8,849

Current Liabilities 3,94,550 3,02,966 Total 10,76,994 8,99,700







Consolidated Statement of Profit and Loss for the year ended March 31, 2018




₹ in Lakhs

Particulars NoteFor the year ended


March 31, 2017

INCOMERevenue from Operations 19 6,45,055 7,17,629 Other Income 20 5,151 4,645

Total Revenue 6,50,206 7,22,274 EXPENDITURE

Cost of Tours 4,05,125 4,99,689 Employee Benefits Expense 21 80,632 74,551 Finance Costs 23 26,484 22,551 Depreciation and Amortisation Expense 1 9,883 9,534 Other Expenses 24 56,870 75,299

Total Expenses 5,78,994 6,81,624 Profit/(Loss) (before tax, exceptional items) 71,212 40,650 Share of Profit/(Loss) of an Associate and a Joint Venture (2,529) (1,166)Profit/(Loss) (before tax, exceptional items) 68,683 39,484 Less: Exceptional item 2,074 1,087 Profit/(Loss) before tax 66,608 38,397 Tax expense

Current Tax 19,814 15,592 Tax expenses relating to prior years 88 1,345 Deferred Tax 2,318 286

22,221 17,223 Net Profit/(Loss) after tax 44,388 21,174 Other Comprehensive Income (OCI)

OCI to be reclassified to profit or loss in subsequent period- Exchange difference on translation of foreign operation (net of tax) (2,366) (15,034)OCI not to be reclassified to profit or loss in subsequent period- Re-measurement gains / (losses) on defined benefit plans (net of tax) 22 (688)

Total Comprehensive Income for the year 42,043 5,453 Profit / (Loss) attributable to:- Equity Share holders 37,660 14,696 - Non-Controlling Interest 6,728 6,478

44,388 21,174 Other Comprehensive Income attributable to:- Equity Share holders (4,169) (15,722)- Non-Controlling Interest 1,824 -

(2,344) (15,722)Total Comprehensive Income attributable to- Equity Share holders 33,491 (1,025)- Non-Controlling Interest 8,552 6,478

42,043 5,453 Earnings per equity share of face value of ₹5.00 each 26

Basic 21.33 8.37 Diluted 21.33 8.32



Consolidated Cash Flow Statementfor the Year ended March 31, 2018

₹ in Lakhs


March 31, 2018 For the year ended

March 31, 2017

Cash Flow from Operating ActivitiesProfit before Tax 69,137 39,563 Adjustment for:

Depreciation 9,883 9,534 Profit on sale of Investment - (1)Dividend on Investment (2) (2)Interest Income (5,149) (4,643)Interest Expense 26,484 22,551 Bad Debts 151 526 Provisions written back 24 (62)Foreign Exchange Gain / Loss on Translation (32,072) 16,135 Profit on Sale of Property, Plant and Equipment (PPE) (Net) (127) (64)

Operating profit before working capital changes 68,329 83,537 Adjustment for:

(Increase)/Decrease in Inventories 434 931 (Increase)/Decrease in Trade Receivable (42,324) (42,647)(Increase)/Decrease in Current Assets (55,247) 2,579 Increase/(Decrease) in Current Liabilities 30,850 (4,913)Cash Generated from Operations 2,042 39,487 Income Taxes Paid (18,159) (13,222)

Net cash flow from operating activities A 16,116 26,265 Cash Flow from Investing Activities

Purchase of PPE & CWIP (27,627) (20,720)Movement in other Bank balances 11,805 13,119 Interest Received 5,149 4,643 Dividend Received 2 2 Proceeds from sale of shares of subsidiary 62,036 -Intercoporate Deposits given (16,185) 629

Net cash used in investing activities B 35,180 (2,327)



Consolidated Cash Flow Statementfor the Year ended March 31, 2018

₹ in Lakhs


March 31, 2018 For the year ended

March 31, 2017

Cash Flow from Financing ActivitiesProceeds of Long Term Borrowing 1,34,261 34,551 Repayment of Long Term Borrowing (1,93,906) (54,547)Movements of Short Term Borrowing 75,710 2,179 Proceeds from issue of Equity Shares - 16,846Issue Expenses - (364)Dividend Paid (including tax) (2,140) (2,110)Interest Paid (26,484) (22,551)

Net cash flow from financing activities C (12,559) (25,996)Net Increase in cash and Cash equivalents (A+B+C) 6,505 (2,058)Cash and Cash equivalents

at the beginning of the period 1,04,732 1,06,775 Effect of Unrealised gain/(loss) on revaluation - 15 at the end of the period 1,11,237 1,04,732

Net Increase in cash and Cash equivalents 6,505 (2,058)Cash and Bank Balances (As per Note 7) 1,63,960 1,69,260

Less- Margin Money Deposit 2,452 7,330 Less- Fixed Deposit maturity upto 12 months 42,453 57,198

Cash and Cash Equivalents at the end of the year 1,19,055 1,04,732

Change in liability arising from financial activities April 1, 2017 Cash flowForeign Exchange

on translationMarch 31, 2018

Borrowings – Non Current 2,80,989 59,645 (14,876) 2,36,220Borrowings – Current 86,400 (75,710) - 1,62,110

Significant accounting policies and notes to the financial statements - 1 to 41





Consolidated Statement of Changes in Equityfor the year ended March 31, 2018

(a) Equity Share Capital: ₹ in Lakhs

Particulars As at April 1, 2016

Changes during 2016-17


As at April 1, 2017

Changes during 2017-18


Equity Share Capital 8,466 363 8,828 8,828 - 8,828

Total 8,466 363 8,828 8,828 - 8,828

(b) Other Equity: ₹ in Lakhs

Particulars

Reserves & Surplus Other Comprehensive Income Total Other Equity

Non controlling

interest

Capital Reserve

Equity Security

Premium


Reserve

Revaluation Reserve

Statutory Reserve

General Reserve

Retained Earnings

Foreign Currency

Translation Reserve

Remeasurement of defined benefit

plans

Balance as at April 01, 2017

18 1,91,342 2,343 1,109 - 7,262 89,626 (39,841) (739) 2,51,121 60,636

Total Comprehensive Income for the year

- - - - - - 44,387 3,737 22 48,146 -

Non controlling interest in current year profit

- - - - - - (6,728) (1,824) - (8,552) 8,552

Movement on account of FCTR

- - - - - - - (4,279) - (4,279) 4,279

Non controlling interest adjusted through Retained Earnings

- - - - - - (26,887) - - (26,887) 26,887

Transfer from General Reserve to Debenture Redemption Reserve

- - 1,446 - - (1,446) - - - - -

Impact on change in controlling interest

- - - - - - 62,036 - - 62,036 -

Dividends paid (including taxes)

- - - - - - (2,140) - - (2,140) -

Balance as at March 31, 2018

18 1,91,342 3,789 1,109 - 5,816 1,60,294 (42,207) (717) 3,19,442 1,00,354



Consolidated Statement of Changes in Equityfor the year ended March 31, 2018





Particulars

Reserves & Surplus Other Comprehensive Income Total Other Equity

Non controlling

interest

Capital Reserve

Equity Security

Premium


Reserve

Revaluation Reserve

Statutory Reserve

General Reserve

Retained Earnings

Foreign Currency

Translation Reserve

Remeasurement of defined benefit

plans

Balance at beginning as of April 01, 2016

18 1,69,265 6,490 861 671 3,115 76,369 (24,807) (51) 2,31,931 63,929

Total Comprehensive Income for the year

- - - - - - 21,174 (15,034) (688) 5,452 (9,771)

Non controlling interest in current year profit

- - - - - - (6,478) - - (6,478) 6,478

Transfer from Statutory Reserve to Retained Earnings

- - - - (671) - 671 - - - -

Transfer from Debenture Redemption Reserve to general reserve

- - (4,147) - - 4,147 - - - - -

Revaluation during the year

- - - 248 - - - - - 248 -

Premium on Shares issued against Warrants

- 22,099 - - - - - - - 22,099 -

Share issue Expense - (22) - - - - - - - (22) -Dividends paid (including taxes)

- - - - - - (2110) - - (2,110) -

Balance as at March 31, 2017

18 1,91,342 2,343 1,109 - 7,262 89,626 (39,841) (739) 2,51,120 60,636



A. General information Cox and Kings Limited (‘the Company’) along with its

subsidiaries, joint ventures and associates, collectively referred to as the “the Group” is engaged in the business of inbound and outbound travel, leisure and foreign exchange dealing. Cox and Kings is a diversified, multinational enterprise focused on the travel sector.

The company is a public limited company incorporated and domiciled in India and has its registered office at Mumbai, Maharashtra, India. The company is listed on BSE, NSE and Luxembourg stock exchange.

B. Basis of Preparation These financial statements of the Group have been

prepared in accordance Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS).

The significant accounting policies used in preparing financial statements set out below and are applied consistently over all the periods presented in this consolidated financial statement.

C. Functional and Presentation Currency The consolidated financial statements are presented in

Indian rupee (₹), which is the Company’s functional and presentation currency and all values are rounded to the nearest Lakhs, except when otherwise indicated.

D. Basis of Measurement The consolidated financial statements have been

prepared on the historical cost basis except for the following assets and liabilities which have been measured at fair value:

1. Certain financial assets and liabilities measured at fair value.

2. Defined benefit plans – plan assets measured at fair value.

E. Significant Accounting policies(a) Basis of consolidation The consolidated financial statements comprise the

financial statements of the Company and its subsidiaries as at March 31, 2018. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and

when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including the contractual arrangement with the other vote holders of the investee, rights arising from other contractual arrangements, the Group’s voting rights and potential voting rights and the size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired during the year are included in the consolidated financial statements from the date the Group obtains control and assets, liabilities, income and expenses of a subsidiary disposed off during the year are included in the consolidated financial statement till the date the Group ceases to control the subsidiary.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit and loss, consolidated statement of changes in equity and balance sheet respectively.

Joint ventures are entities over which the group has joint control along with another entity.

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but has no control or joint control over those policies.

(b) Consolidation procedure: i. Combine like items of assets, liabilities, equity,

income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the consolidated financial statements at the acquisition date.

ii. Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. The difference between the cost of investment in the subsidiaries and the Parent's share of net assets at the time of acquisition of control in the subsidiaries is recognised




in the consolidated financial statement as goodwill. However, resultant gain (bargain purchase) is recognized in other comprehensive income on the acquisition date and accumulated to capital reserve in equity.

iii. Intra-Group balances and transactions, and any unrealized income and expenses arising from intra Group transactions, are eliminated in preparing the consolidated financial statements.

iv. In the case of foreign subsidiaries, revenue items are consolidated at the average exchange rates prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Components of equity are translated at closing rate. Any gain / (Loss) on exchange difference arising on consolidation is recognized in the Foreign Currency Translation Reserve (FCTR) through OCI

v. Consolidated statement of profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

vi. For the acquisitions of additional interests in subsidiaries, where there is no change in the control, the Group recognises a reduction to the non-controlling interest of the respective subsidiary with the difference between this figure and the cash paid, inclusive of transaction fees, being recognised in equity. In addition, upon dilution of controlling interests, the difference between the cash received from sale or listing of the subsidiary shares and the increase to non-controlling interest is also recognised in equity. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in consolidated statement of profit and loss. Any investment retained is recognised at fair value. The results of subsidiaries acquired or disposed off during the year are included in the consolidated statement of Profit and Loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

vii. Interest in Joint venture and associates are consolidated using equity method as per Ind AS 28 – ‘Investment in Associates and Joint Ventures’. The investment in associates is initially recognised at cost. Subsequently, under the equity method

post-acquisition attributable profit/losses and other comprehensive income are adjusted in the carrying value of investment to the extent of the Group's investment in the associates. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment individually.

viii. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If an entity of the group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the Group’s accounting policies.

ix. Consolidated financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent company, i.e., year ended on March 31. When the end of the reporting period of the parent is different from that of a subsidiary, if any, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the consolidated financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.

(c) Business Combinations and Goodwill: Business combinations are accounted for using the

acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values, except certain assets and liabilities required to be measured as per the applicable standard. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable.


Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in other comprehensive income and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through other comprehensive income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in consolidated statement of profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

(d) Foreign currency transaction and translation. Initial Recognition: On initial recognition, transactions in foreign currencies

entered into by the group are recorded in the functional currency (i.e. Indian Rupees), by applying to the foreign currency amount, the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognized in the Statement of Profit and Loss.

Measurement of foreign currency items at reporting date: Foreign currency monetary items of the group are

translated at the closing exchange rates. Non-monetary items that are measured at historical cost in a foreign currency, are translated using the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is measured.

(e) Revenue recognition Sale of Tour Packages and related services: All revenues are accounted when there is reasonable

certainty of its ultimate collection. Revenue from package sales (inbound and outbound) are recognized on gross basis on the date of departure of respective tours. Where the Company acts in the capacity as an agent (foreign currency business and Business Travel) rather than a principal in a transaction, the revenue recognized is the net amount of commission earned by it. Income from buying and selling of foreign currencies is accounted on net basis. The company records revenue on a net basis after deducting trade discounts, volume rebates, value added tax and compensation vouchers granted to customers.

Income from advertisement Revenue from placing advertisement slots in its

travel brochures, other advertisement and its related cost are recognized when the related advertisement appears before public and the group has a legal enforceable right against the party.

Franchise Income Income is recognized over the contractual tenor over

which the group is obligated to provide services.

Interest and Dividend Interest is recognized on effective interest rate

method. Dividend income is recognised when the right to receive the payment is established.

(f) Employee benefits Short term employee benefits Short-term employee benefits are expensed as the

related service is provided. A liability is recognised for the amount expected to be paid if the group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Post-Employment Employee Benefits Defined contribution plans The group makes specified monthly contributions

towards employee provident fund directly to the




Government under the Employees Provident Fund Act, 1952 and is not obliged to bear the shortfall, if any, between the return on investments made by the Government from the contributions and the notified interest rate.

Defined benefit plans The group’s net obligation in respect of defined

benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year after taking into account any changes as a result of contribution and benefit payments during the year. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long-term employee benefits Long-term Compensated Absences and Long

Wages Schemes are provided for on the basis of an actuarial valuation, using the Projected Unit Credit Method, as at the date of the Balance Sheet. Actuarial gains / losses comprising of experience

adjustments and the effects of changes in actuarial assumptions are immediately recognised in the Statement of Profit and Loss.

(g) Income Tax Income tax expense comprises current and deferred tax.

It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

i. Current tax Current tax comprises the expected tax payable or

receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if, the group:

a) has a legally enforceable right to set off the recognised amounts; and

b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

ii. Deferred tax Deferred tax is recognised in respect of temporary

differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that



it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if:

a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

(h) Property, plant and equipment i) Recognition and measurement All items of property, plant and equipment are

measured at cost less accumulated depreciation and any accumulated impairment losses.

The cost of an item of property, plant and equipment comprises:

a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates.

b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition necessary for it to be capable of operating in the manner intended by management, are recognised in profit or loss.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components)

of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

ii) Subsequent expenditure Subsequent expenditure is capitalised only if it

is probable that the future economic benefits associated with the expenditure will flow to the group.

iii) Depreciation Depreciable amount for assets is the cost of an

asset, or other amount substituted for cost, less its estimated residual value.

Depreciation is provided under the written down method, based on useful lives of assets the assets as prescribed in Schedule II to the Act. Depreciation is charged on a monthly pro-rata basis for assets purchased or sold during the year.

The leasehold land is depreciated over the lease period. Leasehold improvements 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 the GAAPs 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 to write off the cost, less residual value, of each asset over its expected useful economic life, as follows:

Freehold Land and Building - 50 yearsShort Leasehold improvements - Terms of LeaseFurniture & Fixtures, Office Equipments and Motor vehicles

- 3-5 years

Cox & Kings Australia (Pty) Ltd. provides depreciation on following rates on Straight line method

Furniture, Fixtures and Fittings - 5 yearsOffice Equipment - 5 yearsComputer Equipment and Software - 2-5 yearsPlant & Equipment - 2-5 yearsLeasehold Improvements - 2-5 years

(i) Intangible assets Intangible assets are carried at cost less accumulated

amortisation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the intangible assets.




Identifiable intangible assets are recognised when it is probable that future economic benefits attributed to the asset will flow to the group and the cost of the asset can be reliably measured.

i) Application software purchased, which are not an integral part of the related hardware, and are amortized over a period of five to ten years, being the expected period of use, which in Management’s estimate represents the period during which the economic benefits will be derived from their use.

ii) Acquired Videos and Trade Marks, are carried at cost less accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the items. Profit / loss arising from retirement / disposal of such intangibles are recognised in the statement of profit and loss in the year of occurrence.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.

( j) Impairment of non-financial assets Non-financial assets are tested for impairment whenever

events or changes in circumstances indicate that the carrying amount may not be recoverable. Management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired.

The recoverable amount is higher of the asset's net selling price or value in use, which means the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. An impairment loss for an asset is reversed if, and only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

(k) Borrowing cost General and specific borrowing costs that are directly

attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets

that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation

Other borrowing costs are expensed in the period in which they are incurred.

(l) Leases i. Determining whether an arrangement contains a

lease An arrangement, which is not in the legal form of a

lease, should be accounted for as a lease, if:

a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and

b) the arrangement conveys a right to use the asset.

At inception of an arrangement, the group determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the group separates payments and other consideration required by the arrangement into those for the lease and those for other elements.

ii. Finance lease Agreements are classified as finance leases, if

substantially all the risks and rewards incidental to ownership of the leased asset is transferred to the lessee.

Minimum lease payments, for assets taken under finance lease, are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

iii. Operating lease Agreements which are not classified as finance

leases are considered as operating lease.

Payments made under operating leases are recognised in profit or loss. Lease incentives received are recognised as an integral part of the total lease expense, over the lease term. Lease payments under an operating lease are recognised as an expense on a straight line basis over the lease



term unless the payments to lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

(m) Cash and cash equivalents For the purpose of presentation in the statement of cash

flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(n) Inventories Inventories have been valued at lower of cost and

realisable value as at the year-end.

(o) Financial instruments A financial instrument is any contract that gives rise to

a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts, interest rate swaps and currency options; and embedded derivatives in the host contract.

i. Financial assets a) Classification The group shall classify financial assets as

subsequently measured at amortized cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL) on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

b) Initial recognition and measurement All financial assets are recognised initially at fair value

plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the group commits to purchase or sell the asset.

c) Debt instruments A ‘debt instrument’ is measured at the

amortized cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss.

Debt instruments included within the fair value through profit and loss (FVTPL) category are measured at fair value with all changes recognized in the statement of profit and loss.

d) Equity instruments The group subsequently measures all equity

investments in companies other than equity investments in subsidiaries, joint ventures and associates at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the group’s right to receive payments is established.

e) Investments in associates and joint ventures The Company has accounted for its investments in

associates and joint venture at cost.

f) De-recognition A financial asset (or,where applicable, a part of

a financial asset or part of a group of similar financial assets) is primarily de-recognised (i.e. removed from the group’s balance sheet) when:




The rights to receive cash flows from the asset have expired, or

The group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the group has transferred substantially all the risks and rewards of the asset, or (b) the group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the group continues to recognise the transferred asset to the extent of the group’s continuing involvement. In that case, the group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the group could be required to repay.

g) Impairment of financial assets In accordance with Ind-AS 109, the group applies

expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortized cost e.g., loans, debt securities, deposits, and bank balance

b) Lease receivables

c) Trade receivables

The group follows ‘simplified approach’ for recognition of impairment loss allowance on:

Trade receivables which do not contain a significant financing component.

All lease receivables resulting from transactions.

The application of simplified approach does not require the group to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

ii. Financial liabilities a) Classification The group classifies all financial liabilities as

subsequently measured at amortised cost, except for financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.

b) Initial recognition and measurement Financial liabilities are classified, at initial recognition,

as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

c) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or

loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.



Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the group that are not designated as hedging instruments in hedge relationships as defined by Ind-AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/loss are not subsequently transferred to profit and loss. However, the group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The group has not designated any financial liability as at fair value through profit and loss.

d) Loans and borrowings After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

This category generally applies to interest-bearing loans and borrowings.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in profit or loss as finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the

carrying amount of the financial liability and the fair value of the equity instruments issued.

e) Derecognition A financial liability is de-recognised when the

obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

f) Offsetting of financial instruments Financial assets and liabilities are offset and the net

amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.

g) Derivative financial instruments The group uses derivative financial instruments,

such as foreign exchange forward contracts to manage its exposure to foreign exchange risks. For contracts where hedge accounting is not followed, such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value through profit or loss account. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

(p) Hedge accounting The group has not designated any hedging relationships

between hedged items and hedging instruments.

(q) Segment Reporting The Group’s operations predominantly relates to leisure,

education & hybrid hotel services. Other business segment includes Visa processing business which is not separately reportable. The Components of the group that engage in business activities from which they earn revenue and incur expenses, whose operating results are regularly reviewed




by the Group’s chief operating decision maker are identified as operating segments. The Chief Operating Decision maker evaluates the segments based on their revenue & operating income. The Assets & Liabilities used in the Company’s business are not evaluated separately and therefore not identified to any of the operating segments.

(r) Provisions and contingent liability Long term provisions are determined by discounting the

expected future cash flows specific to the liability. The unwinding of the discount is recognised as finance cost.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

(s) Earnings per share Basic earnings per share is computed by dividing the

profit/(loss) after tax by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares).

Diluted earnings per share is computed by dividing the profit/(loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares.

(t) Current vs non-current classification The group presents assets and liabilities in the balance

sheet based on current/ non-current classification. An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle

Held primarily for the purpose of trading

Expected to be realised within twelve months after the reporting period, or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle.

It is held primarily for the purpose of trading.

It is due to be settled within twelve months after the reporting period. or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The group has identified twelve months as its operating cycle.

(u) Key estimates and assumptions The preparation of financial statements in accordance

with Ind AS requires use of estimates and assumptions for some items, which might have an effect on their recognition and measurement in the balance sheet and statement of profit or loss. The actual amounts realised may differ from these estimates.

Estimates and assumptions are required in particular for:

Impairment of Goodwill Goodwill is tested for impairment on an annual

basis and whenever there is an indication that the recoverable amount of a cash generating unit is less than its carrying amount based on a number of factors including operating results, business plans, future cash flows and economic conditions. The recoverable amount of cash generating units is determined based on higher of value-in-use and fair value less cost to sell. The goodwill impairment test is performed at the level of the cash generating unit or groups of cash-generating units which are benefitting from the synergies of the acquisition and which represents the lowest level at which goodwill is monitored for internal management purposes.

Market related information and estimates are used to determine the recoverable amount. Key assumptions



on which management has based its determination of recoverable amount include estimated long term growth rates, weighted average cost of capital and estimated operating margins. Cash flow projections take into account past experience and represent management’s best estimate about future developments.

Recoverability of trade receivable: Judgments are required in assessing the

recoverability of overdue trade receivables and determining whether a provision against those receivables is required. The Group uses a provision matrix to determine impairment loss allowance on its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

Determination of the estimated useful lives of tangible assets and intangible assets and the assessment as to which components of the cost may be capitalized.

Useful lives of tangible assets and intangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on management estimate, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made, when the group assesses, whether an asset may be capitalized and which components of the cost of the asset may be capitalised.

Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

Fair Value measurement When the fair values of financials assets and

financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgments and assumptions.

Rounding of amounts All amounts disclosed in the financial statements and

notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

F. Standards issued but not Effective On March 28, 2018, the Ministry of Corporate Affairs

(MCA) has notified Ind AS 115-Revenue from Contract with Customers and Certain amendment to existing Ind AS. These amendments shall be applicable to the company from April 01, 2018.

a. Issue of Ind AS 115 – Revenue from Contracts with Customers

Ind AS 115 will supersede the current revenue recognition guidance including Ind AS 18 Revenue,

Ind AS 11 Construction Contracts and the related interpretations. Ind AS 115 provides a single model of accounting for revenue arising from contracts with customers based on the identification and satisfaction of performance obligations.

b. Amendment to Existing issued Ind AS The MCA has also carried out amendments of the

following accounting standards:

i. Ind AS 21 – The Effects of Changes in Foreign Exchange Rates

ii. Ind AS 40 –Investment Property

iii. Ind AS 12 – Income Taxes

iv. Ind AS 28 – Investments in Associates and Joint Ventures and

v. Ind AS 112 – Disclosures of Interests in Other Entities

Application of above standards are not expected to have any significant impact on the company’s Financial Statements.



Notes forming part of the consolidated financial statements for the year ended March 31, 2018

Corporate Overview Statutory Reports Financial Statements1.

Pro

pert

y, P

lant

and

Equ

ipm

ent

As

at M

arch

31,

20

18₹

in L

akhs

Des

crip

tion

Gro

ss b

lock

D

epre

ciat

ion/

am

ortis

atio

n

Net

blo

ckA

s at

A

pril

1,

20

17

Add

ition

sD

educ

tions

/ A

djus

tmen

tsA

s at

M

arch

31,

2

018

As

at

Apr

il 1,

2

017

For

the

year

Ded

uctio

ns/

Adj

ustm

ents

As

at

Mar

ch 3

1,

20

18

As

at

Mar

ch 3

1,

20

18

As

at

Mar

ch 3

1,

20

17

(i) T

angi

ble

asse

tsO

wn

asse

ts:

Bui

ldin

gs 9

9,85

6 2

,033

(2

2,09

6) 1

,23

,98

5

1,3

49

662

(1

,084

) 3

,09

5

12

0,8

90

9

8,50

7 Pl

ant a

nd m

achi

nery

3,7

28

1,3

09

(3,2

18)

8,2

55

3

,062

8

88

(2,1

38)

6,0

88

2

,16

7

666

El

ectri

cal i

nsta

llatio

ns 3

,331

2

12

2,5

93

95

0

2,4

24

102

1

,863

6

63

2

87

9

08

Equi

pmen

t 1

5,35

6 8

38

(111

) 1

6,3

05

9

,385

9

79

(532

) 1

0,8

96

5

,40

9

5,9

71

Furn

iture

and

fixt

ures

19,

513

10,

465

(678

) 3

0,6

55

8

,694

3

,163

7

17

11

,14

0

19

,51

5

10,

819

Vehi

cles

939

1

32

1

1,0

69

6

49

84

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7

34

3

35

2

89

Leas

ehol

d im

prov

emen

ts 1

5,55

2 4

33

(3,8

06)

19

,79

2

1,7

04

685

(1

,565

) 3

,95

3

15

,83

9

13,

848

Sub

-Tot

al 1

58

,27

5

15

,42

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(27

,31

4)

20

1,0

12

27

,26

7 6

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3

(2,7

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) 3

6,5

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1

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13

1,0

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Leas

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sset

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old

land

26,

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16

(3,6

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29

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8

276

3

2

65

15

2

9,6

93

2

5,80

6 S

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26

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3

16

(3

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29

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15

2

9,6

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2

5,8

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To

tal (

i) 1

84

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15

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(30

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23

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27

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(2,4

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) 3

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(ii) I

ntan

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Softw

are

25,

829

22,

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1,3

92

47

,04

7

13,

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3,3

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32

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2

Pate

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, Des

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16

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16

1

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1

6

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26

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23

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1

1,3

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4

8,0

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l (i+

ii) 2

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(29

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27

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(76

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22

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8

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9

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As

at M

arch

31,

20

17₹

in L

akhs

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crip

tion

Gro

ss b

lock

D

epre

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am

ortis

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et b

lock

As

at

Apr

il 1,

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ition

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at

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the

year

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ns/

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As

at

Mar

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66

El

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cal i

nsta

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1

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4

90

8

Equi

pmen

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9

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15

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17,

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77

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98

766

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4

10

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619

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49

2

89

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20,

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116

4

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1

5,5

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3

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1,7

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26

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(247

) 2

76

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5,8

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ub-T

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24

1

2,6

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5,8

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i) 2

07

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1

19

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7

42

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1

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4,3

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27

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1

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4,1

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1

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1

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7

13

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12

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l (i+

ii) 2

31

,19

7

23

,69

2

44

,21

2

21

0,6

77

42

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7 9

,53

5

11

,15

3

41

,12

9

16

9,5

48

Cap

ital w

ork-

in-p

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ess

-

7,0

26

In

tang

ible

Ass

ets

unde

r D

evel

opm

ent

-

24

,04

2

* N

et B

lock

for t

he y

ear r

epre

sent

s ₹0

.043

(pre

viou

s ye

ar ₹

0.04

3 La

khs)

for P

aten

ts, T

rade

Mar

ks, D

esig

ns.

** D

educ

tion/

Adj

ustm

ents

incl

udes

₹0.

049

Lakh

s fo

r veh

icle

s.

1.1

For d

etai

ls o

f Ass

ets

give

n as

sec

urity

aga

inst

bor

row

ing

(Ref

er N

ote

No.

13 &

Not

e N

o. 15

).

1.2

In

tang

ible

ass

et u

nder

dev

elop

men

t and

add

ition

s in

clud

e Em

ploy

ee B

enefi

t Exp

ense

s C

apita

lised

₹15

3.36

Lak

hs (P

revi

ous

Year

: ₹33

4 La

khs)

an

d re

nt ₹

116.

53 L

akhs

(Pre

viou

s Ye

ar :

₹107

Lak

hs)

1.3

Dis

posa

l/Adj

ustm

ents

to g

ross

blo

ck in

clud

es ₹

22,9

53 L

akhs

(Pre

viou

s Ye

ar :

₹30,

176

Lakh

s) a

nd d

epre

ciat

ion

adju

stm

ents

incl

udes

₹3,

384

Lakh

s (P

revi

ous

Year

: ₹5

,172

Lakh

s) o

n ac

coun

t of

fore

ign

exch

ange

diff

eren

ce o

n co

nsol

idat

ion.

1.4

The

gros

s bl

ock

of B

uild

ings

incl

udes

₹N

il (P

revi

ous

Year

: ₹1

,109

Lakh

s) o

n ac

coun

t of r

eval

uatio

n ca

rrie

d ou

t dur

ing

earli

er fi

nanc

ial y

ear.




2. Non-Current Investments ₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Non-Current Investments (Unquoted) Investments in equity Instruments of Others: (measured at fair value through P & L)(Unquoted, fully paid up) 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 9 8 10,000 (Previous Year:10,000) equity shares of GBP 1 each fully paid-up Tute Online Limited - 20 NIL (Previous Year: 4,424) Ordinary Shares of £0.01 eachSub-total (a) 1,034 1,053 Investments in equity Instruments of Associate: (measured at cost)(Unquoted, fully paid up) Radius the Global Travel Company 649.78 Shares (Previous Year: 649.78) of Class B Common Voting shares, fully paid-up 1,880 1,804 10 Shares (Previous Year: 10) of Class A Common Non-Voting Shares, fully paid-up 6 6 Tutors Direct Limited 229 204 250,000 (Previous Year: 250,000) preference shares of £1 each 666,667 (Previous Year: 666,667) ordinary shares of £0.001 each Tute Education Limited 4,097 - 145,701 (Previous Year:Nil) Ordinary Share of £0.01 each, fully paid up 27,810 (Previous Year: Nil) Preference B Shares of £ 1 each, fully paid up Malvern Group Limited (formerly known as Malvern Enterprise UK Limited**) 3,753 5,015 6,370,000 (Previous Year: 6,370,000) Equity Share of GBP 1/- each.Investments in equity Instruments of Joint Venture:(Unquoted, fully paid up) Royale India Rail Tours Limited 2,500,000 (Previous Year: 2,500,000) Equity Share of ₹10/- each fully paid-up - - Non Current Investments (Quoted)Investments in Equity Instruments of Associate: (measured at cost) Tulip Star Hotels Limited ** 1,402,500 (Previous Year: 1,402,500) Equity Shares of ₹10/- each fully paid-up - - Sub-total (b) 9,964 7,029 Total (a+b) 10,998 8,082 Aggregate book value of quoted investments - - Aggregate market value of quoted investments 679 730 Aggregate value of unquoted investments 10,998 8,082

** Pledge against the loans taken from bank by Associates.



2.1 Category-wise Non current investment ₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Financial assets carried at costEquity Shares-(Others) 9,964 7,029 Financial assets measured at FVTPL Equity Shares-(Others) 1,034 1,053

2.2 Non-current- Others₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

(Unsecured, considered good) Security Deposits 4 265 2 689Fixed Deposits having original Maturity Period more than 12 months. 29 - Total 4,294 2,689

3. Deferred Tax ₹ in Lakhs

Particulars

March 31, 2018

Net balance April 1, 2017

Recognised in Total Comprehensive

Income

Recognised directly in equity

Foreign Exchange Translation Reserve

Net Deferred tax asset / liability

Property, plant and equipment (16,338) (1,191) 0 (2,983) (20,513)Employee benefits 534 69 - 28 632Other Accruals (1,807) (1,089) (105) (356) (3,357)Unrealised Exchange Loss/(Gain) 56 (93) - 70 33 Deferred Tax Assets (Liabilities) (17,555) (2304) (105) (3,241) (23,205)

4. Inventories (valued at lower of cost or net realisable value)

₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Foreign Currency 393 945 Stock - tickets, food and other retail items 1,158 1,039 Total 1,550 1,985




5. Current Investments ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Current Investments (Unquoted , measured at amortised cost) Investment in Debentures : V Hotels Limited 1,800 1,800 18,00,000 (Previous Year: 18,00,000) 24% Convertible Debentures of ₹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 Debentures of ₹100/- each

fully paid-upTotal 2,800 2,800 Aggregate Amount of Unquoted investments 2,800 2,800

5.1 Category-wise Current investment ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Financial assets carried at amortised cost Debentures 2,800 2,800

6. Trade Receivables ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

(unsecured) Considered doubtful 604 581

604 581 Less:- Provision for doubtful debts 604 581

- -Considered good 224,160 182,012 Total 224,160 182,012



7. Cash and Bank Balances ₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

(A) Cash and cash equivalents (a) Cash on hand 128 424 (b) Balances with Banks In Current account 111,107 98,839 In Dividend Accounts 2 2 Fixed Deposits* 7,818 5,466 *Fixed deposits having original maturity period not more than three months.

Sub total 119,055 104,731 (B) Bank balances other than Cash and Cash equivalents Margin Money Deposit (Given as security for Bank Guarantee & Overdraft limits)

2,452 7,330

Fixed Deposits* 42,453 57,198 *Fixed Deposits having original maturity period more than 3 months but upto 12 months

Sub total 44,905 64,528 Total 163,960 169,260

7.1 For details of Assets given as security against borrowing (Refer Note No. 13 & Note No. 15).

8. Loans₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

(Unsecured, considered good) Advances to Others 25,323 15,410 Total 25,323 15,410

9. Current Tax Assets (Net)₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Advance Tax Paid (Net of Provisions) 1,030 939 Total 1,030 939

10. Other Current Assets₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Advances to related parties (Refer Note No. 29) 16,736 16,660 Advance to Vendors 56,954 34,406 Others* 81,856 44,566 Total 155,546 95,632

* Includes prepaid expenses, Staff Advances and others.




11. Share Capital₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Authorised:22,00,00,000 Equity shares of ₹5.00 each, fully paid up (Previous Year :22,00,00,000)

11,000 11,000

Total 11,000 11,000 Issued, Subscribed and Paid up:17,65,64,890 Equity shares of ₹5.00 each, fully paid up (Previous Year: 17,65,64,890)

8,828 8,828

Total 8,828 8,828

11.1 No. of Equity shares held by each shareholder holding more than 5% shares in the company are as follows:

ParticularsAs at March 31, 2018 As at March 31, 2017

No. of Shares % held No. of Shares % held

Sneh Sadan Traders and Agents Limited 33,038,368 18.71% 33,038,368 18.71%Kubber Investments (Mauritius) Pvt Ltd 18,346,560 10.39% 18,346,560 10.39%Liz Traders and Agents Private Ltd 17,181,699 9.73% 17,181,699 9.73%

11.2 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:

ParticularsAs at

March 31, 2018As at

March 31, 2017No. of shares No. of shares

No. of Equity shares outstanding at the beginning of the year 176,564,890 169,314,890 Add: Equity shares issued during the year - 7,250,000 No. of Equity shares outstanding at the end of the year 176,564,890 176,564,890

11.3 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 shares is entitled

to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.



12. Reserves and Surplus₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Capital Reserve 18 18 Securities premium reserve 191,342 191,342 Debenture redemption reserve 3,789 2,343 Revaluation Reserve 1,109 1,109 Foreign Exchange Translation Reserve (42,207) (39,841)Statutory Reserve - - General reserve 5,816 7,262 Retained earnings 160,294 89,626 Other Comprehensive Income (OCI) (717) (739)Total 319,442 251,120

(i) Capital Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 18 30 Transferred during the year - (12)Closing Balance 18 18

(ii) Securities Premium Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 191,342 169,265 Premium on Shares issued during the year against warrants - 22,099 Issue expenses - (22)Closing Balance 191,342 191,342

(iii) Debenture Redemption Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 2,343 6,490 Transfer to General Reserve 1,446 (4,147)Closing Balance 3,789 2,343




(iv) Revaluation Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 1,109 861 Transferred during the year - 248 Closing Balance 1,109 1,109

(v) Statutory Reserve (As Required under UAE Companies Law -Article 255) ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance - 671 Transferred during the year - (671)Closing Balance - -

(vi) General Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 7,262 3,115 Transfer from Debenture Redemption Reserve (1,446) 4,147 Closing Balance 5,816 7,262

(vii) Retained Earnings₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance 89,626 76,369 Profit for the year 44,387 14,696 Non-controlling Interest adjusted through Retained Earnings (26,887) -Transfer from Retained Earnings to Statutory Reserve - 671 Dividend including Dividend Distribution Tax (2,140) (2,110)Impact on change in controlling interest (6,728) - Profit on sale of investments 62,036 - Closing Balance 160,294 89,626

(viii) Foreign Exchange Translation Reserve₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance (39,841) (24,807)Additions during the year (2,366) (15,034)Transfer from Statement of Profit & Loss - - Closing Balance (42,207) (39,841)



(ix) Remeasurement of Defined Benefit Plan₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Opening Balance (739) (51)Movement during the year (Net of Tax) 22 (688)Closing Balance (717) (739)

(x) Dividend paid and proposed: Dividend on equity for the year ended 31.03.2017 was paid in FY 2017-18, at ₹1/- per share is ₹1,765.50 Lakhs and Dividend

Distribution Tax paid ₹375 Lakhs.

Nature and purpose of the reserves: (i) Capital Reserve This reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Securities Premium Reserve Securities premium reserve is used to record the premium on issue of shares. The reserves is utilised in accordance with the

provisions of the Companies Act, 2013

(iii) Debenture Redemption Reserve The Company has issued Non-convertible Debentures. In accordance with the requirements of Section 71 of the Companies

Act, 2013, the Company has transferred amounts to Debenture Redemption Reserve out of the profits.

(iv) Statutory Reserve This reserve was created as required under UAE Companies Law - Article 255.

(v) General Reserve This reserve was created as per the Companies Act by transferring of profit after tax to this reserve.

(vi) Foreign Exchange Translation Reserve Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their

functional currencies to the Group’s presentation currency (₹) are recognised directly in the other comprehensive income and accumulated in foreign currency translation reserve.

13. Long-Term Borrowings ₹ in Lakhs

Particulars Rate of InterestNon-CurrentAs at

March 31, 2018As at

March 31, 2017

Secured Non Convertible Debentures 10.50% - 7,500 Term Loan from Bank 199,367 215,204 Vehicle Loan from Banks & Others 19 58 Term Loan from Financial Institution - 4,565 Unsecured Non Convertible Debentures 8.50%-9.50% 29,198 28,664 Total 228,584 255,991




₹ in Lakhs

Particulars Rate of InterestCurrent



Secured Non Convertible Debentures 10.50% 7,500 - Term Loan from Bank - 23,720 Vehicle Loan from Banks & Others 39 44 Term Loan from Financial Institution - 1,079 Lease Obligations (Refer Note No.28) 97 155 Total 7,636 24,998

13.1 Long Term Borrowings: (a) Secured Non Convertible debentures to the extent ₹7,500 Lakhs (Previous Year: ₹7,500 Lakhs) are secured by Pari

Passu charge on receivables of the Company.

(b) Secured Finance Lease Obligations to the extent ₹NIL (Previous Year: ₹11 Lakhs) are secured by IT Servers of Cox and Kings Travel Ltd.

(c) Secured Finance Lease Obligations to the extent ₹97 Lakhs (Previous Year: 140 Lakhs) are secured by equipment / Computers of Cox and Kings Global service LLC USA.

(d) Secured Finance Lease Obligations to the extent ₹NIL (Previous Year: ₹4 Lakhs) are secured by first charge on the equipments/Computer hardware purchased of Prometheon Australia Pte Ltd.

(e) Vehicle Loans are secured by hypothecation of respective vehicles purchased.

13.2 Redemption Profile of Non-convertible debentures are set out below:₹ in Lakhs

Particulars Rate of Interest 2019-20 2020-21

Unsecured Debentures 1500 Non Convertible Debentures 8.50% 15,000 - 1500 Non Convertible Debentures 9.50% 15,000 - Total 30,000 -



13.3 Maturity Profile of other loans is set out below:₹ in Lakhs

Particulars 2019-20 2020-21 2021-22 2022-23

Secured Loans: Term Loan from Bank 20,480 69,084 63,395 46,408 Vehicle Loan from Banks & Others 19 - - - Total 20,499 69,084 63,395 46,408


Particulars As at

March 31, 2018As at

March 31, 2017

Provision for employee benefits (Refer note no. 22) 2,032 2,602 Total 2,032 2,602

15. Short-Term Borrowings ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Secured LoanFrom banks - Working Capital Loan 37,610 48,900 Unsecured - Other Short Term Loan 124,500 37,500 Total 162,110 86,400

15.1 Working Capital Loan is secured by first pari passu charge on all Current Assets and the movable Fixed Asset of the Company, Corporate guarantee of two promoter companies and personal guarantee of two directors.

16. Trade Payables ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Micro and Small Enterprises 7 - Others 42,012 31,148 Total 42,019 31,148




Following disclosures required for Micro and Small Enterprises has been determined on the basis of information available with the company.

₹ in LakhsSr. no

ParticularsAs at

March 31, 2018As at

March 31, 2017

1 The principal amount remaining unpaid to supplier as at the end of accounting year 7.25 - 2 The interest due thereon remaining unpaid to supplier as at the end of accounting year. 0.52 - 3 The amount of interest paid in terms of section 16, along with the amounts 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 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 at the end of the accounting year.

0.52 -

6 The amount of further interest remaining due and payable even in the 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.

- -

17. Other Financial Liabilities₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Current maturities of long term debt 7,539 24,843 Current maturities of finance lease obligations 97 155 Interest accrued but not due on borrowings 1,932 3,927 Others 1,134 1 Total 10,702 28,926

17. Other Current Liabilities₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Income received in advance (Unearned revenue) 119,451 94,061 Unpaid dividends* 2 2 Others (Includes Salary payable / Stale Cheques / deposits received and statutory liabilities). 49,672 53,580 Total 169,126 147,643

* No amount is due to Investor Education and Protection Fund.


Particulars As at

March 31, 2018As at

March 31, 2017

Provision for employee benefits (Refer note no. 22) 226 317 Provision for Income tax (Net of Tax) 10,368 8,532 Total 10,594 8,849



19. Revenue from Operations ₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Sale of services 640,871 715,321 Other operating revenues 4,184 2,308 Total 645,055 717,629

20. Other Income ₹ in Lakhs



March 31, 2017

Interest From Banks 1,524 799 From others 3,205 4,729 3,895 4,694Changes in Inventories of Finished Goods and Stock-in-Trade - (361)Dividend on investment 2 2 Profit on sale of Investment (*Previous year ₹ 0.59 Lakhs) 210 1* Profit on sale of PPE (net) 127 64 Provisions written back (net) 49 95 Miscellaneous income 33 151 Total 5,151 4,645

21. Employee Benefit Expenses ₹ in Lakhs



March 31, 2017

Salaries and wages 69,808 64,747 Contribution to provident and other funds 7,189 6,383 Staff welfare expenses 3,634 3,422 Total 80,632 74,552

22 Disclosure as per IND AS 19 (Revised) “Employee Benefits” are as under:

Defined Contribution Plan Contribution to Defined Contribution Plan, recognized as expense for the year are as under :

₹ in LakhsParticulars 2017-18 2016-17

Employer’s Contribution to Provident Fund 846 279 Employer’s Contribution to Family Pension Fund 289 1,265 Employer’s Contribution to ESIC 43 14




The Company operate post retirement benefit plan as follows:

Table Showing changes in present value of obligation as on March 31, 2018₹ in Lakhs

ParticularsGratuity Compensated Absences

2017-18 2016-17 2017-18 2016-17

Present Value of obligation as at the beginning of year 8,264 6,215 627 514 Interest Cost 236 226 41 34 Current Service Cost 184 123 216 299 Past Service Cost 72 - - - Benefits Paid (326) (356) - - Actuarial (gain)/loss on obligations 36 1,030 (173) (221)Present value of obligation as at the end of year 8,466 7,239 711 627

Table showing changes in the fair value of plan assets as on March 31, 2018₹ in Lakhs


2017-18 2016-17 2017-18 2016-17

Fair value of plan asset at beginning of year 6,434 5,136 177 164 Expected return on plan asset 177 185 13 12 Contribution 309 198 - - Benefits Paid (278) (356) - - Actuarial gain/(loss) on plan asset 48 609 1 1 Fair value of plan assets at the end of year 6,691 5,773 192 177

The amounts to be recognised in the balance sheet and statements of profit and loss. ₹ in Lakhs


2017-18 2016-17 2017-18 2016-17

Present value of obligation as at the end of year 8,466 7,269 711 627 Fair value of plan assets as at the end of the year 6,691 5,773 192 177 Funded status asset/(liability) (1,775) (1,497) (519) (449) Net asset/(liability) recognised in balance sheet (1,775) (1,497) (519) (449)

Expenses recognised in statement of profit and loss₹ in Lakhs


2017-18 2016-17 2017-18 2016-17

Current Service Cost 183 130 215 297 Interest Cost 235 228 41 34 Expected return on plan asset 130 130 (13) (12)Net Actuarial (gain)/loss recognised in the year (31) 416 (174) (221)Expenses recognised in statement of profit and loss 202 586 69 48



Amounts recognised in current year and previous three years₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017As at

March 31, 2016As at

March 31, 2015

Gratuity Defined benefit obligation 8,258 7,265 784 553Fair value of plan assets 6,691 5,773 393 410(Surplus) / Deficit in the plan 1,528 1,472 371 125Actuarial (gain) / loss on plan obligation 16 1,023 68 38Actuarial gain / (loss) on plan assets 47 607 (1) -

Actuarial Assumption

₹ in Lakhs


2017-18 2016-17 2017-18 2016-17

Assumption Discount Rate 2.50% to 7.87% 1.56% to 8.06% 7.73% to 7.87% 7.46% to 7.96%Salary Escalation 3.50% to 10% 3.15% to 10% 4 to 10% 4 to 10%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority promotion and other relevant factors including supply and demand in the employment market. The above information is 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.

Sensitivity Analysis - Gratuity₹ in Lakhs


PVO DR + 0.25% to -1%

PVO DR - 0.25% to -1%

PVO ER + 0.25% to +1%

PVO ER - 0.25% to -1%

PVO 839 1,050 1,049 839

Expected Payout₹ in Lakhs

ParticularsExpected

outgo First year

Expected outgo

Second year

Expected outgo

Third year

Expected outgo

Fourth year

Expected outgo

Fifth year

PVO payouts - (Gratuity) 45 68 49 59 39

These plans typically expose the Group to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.




Investment riskThe present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest riskA decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's debt investments.

Longevity riskThe present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

Salary riskThe present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

23. Finance Costs ₹ in Lakhs



March 31, 2017

Interest cost 20,310 22,158 Other borrowing costs 6,174 393 Total 26,484 22,551

24. Other Expenses

₹ in Lakhs



March 31, 2017

Establishment expenses Operational lease rentals 18,443 15,119 Legal and professional charges 4,668 6,585 Travelling expenses 3,348 2,858 Communication 8,310 6,545 Repairs and maintenance – others 6,912 4,431 Electricity charges 2,156 1,861 Printing and stationery 745 508 Guesthouse expenses 37 192 Directors commission & sitting fees 44 42 Vehicle expenses - 86 Rates and taxes 448 64 Insurance 1,638 1,193 Books, Periodicals/Subscriptions Fee 49 88 Donations * 99 292 Bad debts and Advance written off 151 526 Provision for doubtful debts 24 (62) Foreign Exchange Loss (net) (13,835) 17,056



₹ in Lakhs



March 31, 2017

Loss on sale of PPE (net) - 4 Bank Charges 1,533 768 Miscellaneous expenses 3,205 374 General Expenses 44 624

38,021 59,154 Sales and Advt. expenses Advertisement & Publicity expenses 10,371 10,075 Commission & Brokerage 7,015 4,828

17,385 14,903 Payments to auditor Audit fees 955 863 Taxation Matter 244 285 Certification and consultation fees 264 93

1,463 1,241 Total 56,870 75,298

* Includes Contribution towards Corporate Social Responsibility

25. Segment Reporting (A) Description of Segments and principal activities The Group’s operations predominantly relates to leisure, education & hybrid hotel services. Other business segment

includes Visa processing business which is not separately reportable. The Components of the group that engage in business activities from which they earn revenue and incur expenses, whose operating results are regularly reviewed by the Group’s chief operating decision maker are identified as operating segments. The Chief Operating Decision maker evaluates the segments based on their revenue & operating income. The Assets & Liabilities used in the Company’s business are not evaluated separately and therefore not identified to any of the operating segments.

Leisure Includes Tours & Travels , Ticketing & Purchase and sales of foreign Currencies.

Education Providing experiential learning for primary and secondary school kids.

Hybrid Hotels Includes Hotels / Hostels chain combining the service and comfort of a hotel with the uncomplicated nature of a hostel; top locations, high-quality amenities, flexible room structure and reasonable prices.

Others Includes Visa processing business




(B) Segment Results₹ in Lakhs


a. Leisure 45,108 41,261 b. Education 20,386 23,745 c. Hybrid Hotels 13,468 14,336 d. Others (39) (1,784)

Segment Results EBIT from each segment 78,924 77,558 Less:Interest Expenses 26,484 22,551 Other Unallocable Expenditure (11,547) 20,088 Other Unallocable Income (5,151) (4,645)Profit Before Tax* 69,138 39,563

* Profit Before Tax excludes Share of Profit/(loss) from associates and Minority Interest

(C) Segment Revenue₹ in Lakhs


a. Leisure 418,018 511,451 b. Education 138,383 133,586 c. Hybrid Hotels 68,073 52,569 d. Others 16,397 17,741

Total 640,871 715,347 Less: Inter Segment Revenue - 26Net sales/Income From Operation 640,871 715,321

(D) Segment Revenue based on Countries₹ in Lakhs


a. India 260,519 310,142 b. Rest of the World 380,352 405,178

Total 640,871 715,321

(E) Segment Non-Current assets based on Countries₹ in Lakhs


a. India 39,766 35,425 b. Rest of the World 447,563 385,466

Total 487,329 420,891



26. Earnings per Share (EPS)Particulars March 31, 2018 March 31, 2017

Net profit/ (loss) after tax as per Statement of Profit and Loss attributable to Equity Shareholders (₹ in Lakhs)

37,660 14,696

Weighted average number of Equity shares (Basic) (No. in Lakhs) 1,766 1,755 Weighted average number of Equity Shares (Diluted) (No. in Lakhs) 1,766 1,766 Basic Earnings per share (EPS) (In ₹) 21.33 8.37 Diluted Earnings per share (EPS) (In ₹) 21.33 8.32 Face Value Per Equity Shares (In ₹) 5/- 5/-

27. Commitments and contingent liabilities: ₹ in Lakhs


Commitments: Estimated amount of contract remaining to be executed on capital account and not provided for net of advances, tangible assets

- 103

Total - 103 * Shares allotment pending against amount invested in Cox and Kings Financial Service Limited

Contingent liabilities: I. Guarantees: Guarantees given by Bank 22,113 15,379 Bonds given by insurance companies 150 13,362 Others 18,224 76 II. Legal Disputes Disputed income Tax Demand 2,289 1,334 Disputed Service Tax demand 13,040 13,040 Claim against the Company not acknowledged as debts (excluding matters pending

import for which cannot be ascertained)2,967 3,099

Total 58,783 46,291

28. Leases A (i) The company has operating lease in respect of office premises. Future lease rentals payable in respect of

non cancellable lease period is as follows:₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Not later than one year 24,512 13,226Later than one year but not later than five years 147,013 46,435Later than five year 303,068 67,332




B (ii) Amounts recognised in profit or loss₹ in Lakhs

Particulars As at

March 31, 2018As at

March 31, 2017

Lease expense 18,443 15,119 Contingent rent expense - - Total 18,443 15,119

The Company’s significant leasing arrangements are generally from 5 months to 85 months. Under these agreements, 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).

C The minimum lease rentals and the present value of minimum value of minimum lease payments in respect of assets acquired under leases are as follows:

₹ in Lakhs

Particulars

Total Minimum Lease Payments Outstanding

Future Interest on Outstanding Lease Payments

Present Value of minimum lease payments







Not later than one year 97 155 3 11 94 143 Later than one year but not later than five years

- 73 - 2 - 71

Later than five year - - - - - -

29. 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.


A Associate:1 Tulip Star Hotels Ltd.2 Radius Global Travel Ltd.3 Tutors Direct Limited4 Tute Education Ltd.5 Malvern Group Ltd (formerly Malvern Enterprises (UK) Ltd)B Key Managerial Personnel:6 Mr. A.B.M Good – Chairman7 Mr. Peter Kerkar – Director8 Ms. Urrshila Kerkar – DirectorC Others:(i) Joint Venture:9 Royale Indian Rail Tours Limited (ii) Enterprises over which Key Managerial Personnel and their relatives exercise significant influence.10 Far Pavilions Tours and Travels Pvt. Ltd.11 Ezeego One Travel and Tours Limited12 Liz Traders and Agents Private Ltd.13 Sneh Sadan Traders and Agents Limited14 Standford Trading Private Limited



(b) Transaction during the year with related parties : (Amount in ₹ In Lakhs)

Sr. No.

Nature of Transaction Associates Key Managerial

Personal Others Total

1 Loans and advances given/(returned/taken) 2018 (3,267) - (5,304) (8,571)2017 1,782 - (101) 1,681

2 Cost of Tours 2018 611 - 103,104 103,715 2017 624 - 73,200 73,824

3 Sales of Services 2018 1,541 33 231,712 233,285 2017 1,639 26 83,477 85,142

4 Other Operating Income 2018 - - 186 186 2017 - - 202 202

5 Payment to Key Managerial Person 2018 - 704 - 704 2017 - 738 - 738

6 Director Fees & commission paid 2018 - 38 - 38 2017 - 42 - 42

7 Interest Received on Loans/Advance 2018 166 - 411 576 2017 - - - -

8 Interest Received on Current Investment 2018 - - 120 120 2017 - - 120 120

9 Reimbursement of Expenses/income 2018 (1,394) - 1,603 2092017 - - - -

Balance as at March 31, 201810 Investments 2018 10,601 - 2,250 12,851

2017 6,479 - 2,250 8,729 11 Trade Receivable 2018 2,328 - 43,710 46,038

2017 1,592 5 27,719 29,315 12 Loan & Advances 2018 - - - -

2017 - - - - 13 Trade payable 2018 - - 3,082 3,082

2017 - - 2,999 2,99914 Advance to Vendors 2018 (26) - 16,762 16,736

2017 7,004 - 9,656 16,66015 Corporate Guarantees received* 2018 - - 62,000 62,000

2017 - - 62,000 62,000

*LIZ Trader and Agents Private Ltd. & Sneh Sadan Traders and Agents Limited have given corporate guarantees for bank loan for ₹620 Crores.

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at year-end are unsecured, unless specified and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances of Trade receivable & Trade Payables at the year-end are unsecured, interest free and will be settled in cash.




30. In compliance with IND AS – 112 ‘Disclosure of Interests in Other Entities’, the required information is as under:

A) Joint Venture: a) Jointly controlled entities

ParticularsCountry of Incorporation

Percentage of ownership interestMarch 31, 2018 March 31, 2017

Royal Indian Rail Tours Limited India 50% 50%

b) The Company's share of assets, liabilities, income, expenditure, contingent liabilities and capital commitments compiled on the basis of unaudited financial statements received from joint ventures is as follows:

₹ in Lakhs

ParticularsAs at

March 31, 2018*As at

March 31, 2017*As at

March 31, 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 41 (b), the company has not received the financials of the Joint Venture for financial year 2011-12, 2012-13, 2013-14, 2014-15, 2015-16, 2016-17 & 2017-18. Hence, the figures of the company’s share in the assets and liabilities of the joint venture as at March 31, 2016 and the income and expenses for the year ended on that date as required by Ind AS 112 ‘Disclosure of Interests in Other Entities’ have not been stated.

B) Investment in Associates The Company has no material associates as at March 31, 2018. The aggregate summarized financial information in respect

of the Company’s immaterial associate that is accounted for using the equity method is set forth below.


Carrying amount of the Company’s interest in associates 9,964 7,029 Company’s share of profit/(loss) in associates (2,529) (1,166) Company’s share of total comprehensive income in associates (2,529) (1,166)



Following table provides the information pertaining to associates:

Name of the entity Place of businessProportion of

ownership interest March 31, 2018

Relationship Accounting method

Tulip Star Hotel Ltd. India 30.42% Associate Equity MethodRadius the Global Travel Company. USA 42.00% Associate Equity MethodMalvern Enterprises (UK) Ltd UK 49.00% Associate Equity MethodTutors Direct Ltd England 40.00% Associate Equity MethodTute Education Ltd England 66.95% Associate Equity Method

C) Non-controlling interests (NCI) Set out below is summarised financial information for subsidiary that has NCI that are material to the group. The amounts

disclosed for each subsidiary are before intercompany elimination.

The Group has identified Prometheon Holdings (UK) Limited as a subsidiary with NCI that is material to the Group:

Proportion of Equity Interest held by Non-Controlling interest:

ParticularsCountry of incorporation

% of equity interest March 31, 2018 March 31, 2017

Prometheon Holdings (UK) Limited United Kingdom

49.00% 34.42%

Prometheon Holdings (UK) Limited - Consolidated Summarised Balance Sheet

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Current assets 10,641 80,568 Current liabilities 107,659 138,210 Net current assets (97,018) (57,642)Non Current assets 419,231 341,460 Non Current liabilities 108,649 107,674 Net non-current assets 310,583 233,786 Net assets 213,564 176,145 Accumulated NCI 100,354 60,637

Summarised Statement of Profit and Loss₹ in Lakhs



March 31, 2017

Revenues 218,218 173,368Total comprehensive income 19,549 18,820 Profits allocated to NCI 6,728 6,478 Dividends paid to NCI - -




Summarised Cash Flow₹ in Lakhs



March 31, 2017

Cash flows from operating activities 70,646 36,969 Cash flows from investing activities (20,308) (10,814)Cash flows from financing activities (56,960) (32,069)Net increase / (decrease) in cash and cash equivalents (6,623) (5,914)Transactions with the NCI 62,036 Nil

31. Financial instruments – Fair values and risk management A. Accounting classification and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their

levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3: Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values: Fair value of cash and short term deposits, trade and other short term receivables, current investment, security deposits,

trade payables, other current liabilities, provisions and short term borrowings carried at amortised cost is not materially different from it’s carrying cost largely due to short term maturities of these financial assets and liabilities

Non-listed shares and other securities fall within level 3 of Fair Value Hierarchy. These investments are not material and their carrying value is considered as fair value.

Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are recognised in financial statements.

₹ in Lakhs

March 31, 2018



Cost Total


in active markets

Level 2 - Significant observable

inputs


unobservable inputs

Financial Assets Investments - Non current investments- Shares 1,034 - - 1,034 - - 1,034 - Current Investments - Debentures - - 2,800 2,800 - - - Security and other deposits - - 4,294 4,294 - - - Trade and other receivables - - 224,160 224,160 - - - Cash and cash equivalents - - 119,055 119,055 - - - Bank balances other than above - - 44,905 44,905 - - - Loans - - 25,323 25,323 - - -

1,034 - 420,537 421,571 - - 1,034 Financial Liabilities Long-term borrowings - - 228,584 228,584 - - - Short term borrowings - - 162,110 162,110 - - - Other financial liabilities - - 10,702 10,702 - - - Trade and other payables - - 42,019 42,019 - - -

- - 443,414 443,414 - - -



Financial instruments – Fair values and risk management (continued)₹ in Lakhs

March 31, 2017


FVTPL FVTOCI Amortised Cost Total


in active markets


observable inputs


unobservable inputs

Financial Assets Investments - Equity Investments Others 1,053 - - 1,053 - - 1,053 - Current Investments - Debentures - - 2,800 2,800 - - - Security and other deposits - - 2,689 2,689 - - - Trade and other receivables - - 182,012 182,012 - - - Cash and cash equivalents - - 104,731 104,731 - - - Bank balances other than above - - 64,528 64,528 - - - Loans - - 15,410 15,410 - - -

1,053 - 372,171 373,224 - - 1,053 Financial Liabilities Long-term borrowings 255,991 255,991 - - - Short term Borrowings 86,400 86,400 - - - Other financial liabilities - - 28,926 28,926 - - - Trade and other payables - - 31,148 31,148 - - -

- - 402,465 402,465 - - -

B. Measurement of fair values i) Transfers between Levels 1 and 2 There have been no transfers between Level 1 and Level 2 during the reporting periods.

ii) Level 3 fair values Non-listed shares and other securities fall within level 3 of Fair Value Hierarchy.

32. Financial instruments – Fair values and risk management (continued)A. Financial Risks The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk

management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.




Financial instruments – Fair values and risk management (continued)B. Capital Management The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to

sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted net equity is defined as share capital plus reserves and surplus

The Company’s policy is to keep the ratio below 2.00. The Company’s adjusted net debt to equity ratio at March 31, 2018 was as follows.

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Long term borrowings 236,220 280,989 Short term borrowings 162,110 86,400 Interest accrued but not due 1,932 3,927 Total liabilities 400,261 371,316 Less : Cash and cash equivalent and Bank Deposits 163,989 169,260 Adjusted net debt 236,272 202,057 Total equity 328,270 259,948 Adjusted net debt to adjusted equity ratio (times) 0.72 0.78

C. Risk management framework The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The

Group’s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Group’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Group’s activities.

33. Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails to meet its

contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company

evaluates the concentration of risk with respect to trade receivables as low. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.



Financial instruments – Fair values and risk management (continued)

Summary of the Company's exposure to credit risk by age of the outstanding from various customers is as follows:

₹ in LakhsAs at

March 31, 2018As at

March 31, 2017

Neither past due nor impaired 171,282 98,584 Past due but not impairedPast due 1–180 days 47,638 80,894 Past due >180 days 5239 2,534

224,160 182,012

Expected credit loss assessment for customers as at March 31, 2018 and March 31, 2017

Exposures to customers outstanding at the end of each reporting period are reviewed by the Group to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Group have not undergone any substantial change, the Group expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss at March 31, 2018 related to customers that have defaulted on their payments to the Group and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.


Balance as at March 31, 2016 97Impairment loss recognised 484Balance as at March 31, 2017 580Impairment loss recognised 24Balance as at March 31, 2018 604

Cash and cash equivalents The Group held cash and cash equivalents with credit worthy banks and financial institutions of ₹1,63,960 Lakhs and

₹1,69,260 Lakhs at March 31, 2018 and March 31, 2017 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Derivatives The derivatives are entered into with credit worthy banks and financial institution counterparties. The credit worthiness of

such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Security deposits given to lessors The Group has different types of lease agreements for its various branches and offices. The security deposit majorily pertains

to rent deposit given to lessors. The Company does not expect any losses from non-performance by counter-parties.

Investments in debentures The Group limits its exposure to credit risk by generally investing in liquid securities and only in instruments that have a good

credit rating. The Group does not expect any losses from non-performance by these counter-parties.




Financial instruments – Fair values and risk management (continued) Loans, investments in group companies The Group does not expect any losses from non-performance by these counter-parties as these are associates and entities

held under common control neither has any significant concentration of exposures to specific industry sectors or specific country risks. The credit risk for loans and advances to group companies is considered negligible.

Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired.

34. Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group

manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Group’s reputation. The Group has obtained fund and non-fund based working capital lines from various banks and financial institutions. Furthermore, the Group has access to funds from non-convertible debentures and further credit lines from the Banks. The Group also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility. As of March 31, 2018, the Group had working capital (Total current assets - Total current liabilities) of ₹1,79,823 Lakhs including cash and cash equivalents of ₹1,19,055 Lakhs. As of March 31, 2017 the Group had working capital of ₹1,65,071 Lakhs including cash and cash equivalents of ₹1,04,731 Lakhs.

Exposure to liquidity risk The table below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities

for:

* all non derivative financial liabilities * net and gross settled derivative financial instruments for which the contractual maturities are essential for the understanding of the timing of the cash flows.

₹ in Lakhs


amount


Total 1 year or

less 1-2 years 2-5 years

More than 5 years

Non-derivative financial liabilitiesLong-term Liabilities

SecuredNon Convertible Debentures 7,500 8,270 8,270 - Term Loan from Bank and Financial Institutions 199,367 246.684 10,136 35,724 200,824Vehicle Loans 58 63 43 20 0 - Lease Obligations 97 97 97 - - - Unsecured - Non Convertible Debentures 29,198 34,688 2,700 31,988 - -

Short-term LiabilitiesSecuredNon Convertible Debentures - - - - - - Working capital loans from banks 37,610 37,610 37,610 - - - UnsecuredFrom financial institutions 124,500 124,500 124,500 - - - Trade and other payables 42,019 42,019 42,019 Interest accrued but not due on borrowings 1,932 1,932 1,932 Unclaimed Dividends 2 2 2



₹ in Lakhs


amount


Total 1 year or

less 1-2 years 2-5 years

More than 5 years

Non-derivative financial liabilitiesLong-term Liabilities

SecuredNon Convertible Debentures 7,500 9,058 788 8,270 - - Term Loan from Bank and Financial Institutions 244,568 266,313 25,401 41,539 199,373 - Vehicle Loans 102 116 53 43 20 - Lease Obligations 155 155 - 155 - - UnsecuredNon Convertible Debentures 28,664 37,650 2,550 2,550 32,550 -

Short-term LiabilitiesSecuredWorking capital loans from banks 48,900 48,900 48,900 - - - UnsecuredFrom financial institutions 37,500 37,500 37,500 - - - Trade and other payables 31,148 31,148 31,148 Interest accrued but not due on borrowings 3,927 3,927 3,927 Unclaimed Dividends 2 2 2

35. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions.

Following table gives group’s short-term and long term loans and borrowings, including interest rate profiles:


Fixed Rate*Financial Assets 80,875 88,204Investment in debentures or bonds 2,800 2,800 Deposits 52,752 69,994 Loans and Advances to related parties and others 25,323 15,410Financial Liabilities (360,565) (312,588)Secured Non Convertible Debentures (7,500) (7,500)Unsecured Non Convertible Debentures (29,198) (28,664)Term Loan from Bank (199,367) (238,924)Banks and financial institutions (124,500) (37,500)Net Fixed Rate Asset/(Liabilities) (279,689) (224,384)Variable Rate*Financial Assets 16,736 16,660Loans and advances to related parties and others 16,736 16,660Financial Liabilities (37,668) (54,646)Term Loan from Financial Institution - (5,644)Vehicle Loans from Banks & Others (58) (102)Working capital loans from banks (37,610) (48,900)Net Variable Rate Asset/(Liabilities) (20,932) (37,986)

* Interest rate on financial assets and liabilities is variable during the year.




Nominal amount of interest rate swap contract entered into by the company and outstanding as on March 31, 2018 amounting to ₹68,453 Lakhs (Previous year: ₹64,680 Lakhs).

₹ in Lakhs

ParticularsAmount in Foreign Currency Equivalent amount


GBP 750 - 68,453 - USD - 1,000 - 64,680 Total 750 1,000 68,453 64,680

Interest rate sensitivity - fixed rate instruments The group's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined

in IND AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.

Interest rate sensitivity - variable rate instruments A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased

equity and profit or loss by amounts shown below. This analyses assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

₹ in Lakhs

Particulars

Profit or loss

As at March 31, 2018 As at March 31, 2017

100 bp increase 100 bp decrease 100 bp increase 100 bp decrease

Variable-rate instrumentsFinancial Assets 167 (167) 167 (167)Financial Liabilities (377) 377 (546) 546 Cash Flow sensitivity (net) (209) 209 (380) (380)

(Note: The impact is indicated on the profit/loss before tax basis)

36. Financial instruments – Fair values and risk management (Continued) Market risk Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will

affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

Currency risk The Company is exposed to currency risk on account of its borrowings and other payables in foreign currency. The functional

currency of the Company is Indian Rupee. The Company uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date.

Company do not use derivative financial instruments for trading or speculative purposes.



Following is the derivative financial instruments to hedge the foreign exchange rate risk as of March 31, 2018:

Exposure to currency risk The currency profile of financial assets and financial liabilities as at March 31, 2018 and March 31, 2017 are as below:

As at March 31, 2018 ₹ in Lakhs

ParticularsMarch 31,

2018March 31,

2018March 31,

2018March 31,

2018March 31,

2018March 31,

2018March 31,

2018March 31,

2018March 31,

2018March 31,

2018USD EURO ZAR SGD AED GBP AUD CHF SEK Others

Financial assetsCash and cash equivalents

1,486 6,697 38 33 11 7,033 85 85 (1) 164

Inventories (Foreign Currency and Travellers Cheques)

324 279 5 19 115 187 31 17 - 0

Long-term loans and advances

1 - - - - - - - - -

Short-term loans and advances

- - - - - - - - - -

Trade and other receivables

14,276 222 19 - - 698 - 1 - 15,284

Other Current financial assets

3,150 717 - 16 0 49 57 - - 0

Total 19,236 7,915 62 68 127 7,968 173 104 (1) 15,448 Financial liabilitiesLong term borrowings

121,812 - - - - - - - - -

Short term borrowings

- - - - - - - - - (23)

Trade and other payables

1,837 829 100 408 4 778 147 261 27 200

Other Current financial liabilities

288 630 - - - - - - - 4,957

Total 123,936 1,458 100 408 4 778 147 261 27 5,133




As at March 31, 2017 ₹ in Lakhs

ParticularsMarch 31,

2017March 31,

2017March 31,

2017March 31,

2017March 31,

2017March 31,

2017March 31,

2017March 31,

2017March 31,

2017March 31,

2017USD EURO ZAR SGD AED GBP AUD CHF SEK Others

Financial assetsCash and cash equivalents

2,691 637 264 3 - 215 39 13 1 278

Inventories (Foreign Currency and Travellers Cheques)

480 104 5 37 - - 29 5 - -

Long-term loans and advances

424 - - - - - 69 - - -

Short-term loans and advances

- - - - - - - - - -

Trade and other receivables

14,040 223 36 - - 22 64 67 - 44

Other Current financial assets

- 248 - - - - - - - -

Total 17,634 1,212 305 39 - 237 200 85 1 321 Financial liabilitiesLong term borrowings

114,802 13,553 - - - - - - -

Short term borrowings

14,918 - - - - - - - - -

Trade and other payables

15,430 2,047 - 403 - 87 177 151 22 167

Other Current financial liabilities

1,966 3,233 - - - - - - - -

Total 147,116 18,833 - 403 - 87 177 151 22 167 Net Exposure (Assets minus Liabilities) 2018

(104,700) 6,456 (38) (340) 123 7,190 26 (157) (28) 10,315

Net Exposure (Assets minus Liabilities) 2017

(129,481) (17,620) 305 (363) - 150 23 (65) (21) 154

Sensitivity analysis A 3% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would

result in increase or decrease in profit or loss and equity as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

Effect in ₹ Lakhs Profit or lossMarch 31, 2018 Strengthening Weakening

USD (3,141) 3,141 EURO 194 (194)ZAR (1) 1 SGD (10) 10 AED 4 (4)GBP 216 (216)AUD 1 (1)CHF (5) 5 SEK (1) 1 Others 309 (309)



Effect in ₹ Lakhs Profit or lossMarch 31, 2017 Strengthening Weakening

USD (3,884) 3,884 EURO (529) 529 ZAR 9 (9)SGD (11) 11 GBP 4 (4)AUD 1 (1)CHF (2) 2 SEK (1) 1 Others 5 (5)

(Note: The impact is indicated on the profit/loss and equity before tax basis)

37. Goodwill Summary of changes in carrying amount of goodwill :

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Balance at the beginning of the year 220,274 262,488 Goodwill on consolidation due to disposal/acquisition - - Foreign currency exchange gain/ (loss) 26,525 (42,214)Balance at the end of the year 246,799 220,274

The Goodwill of the Group included ₹2,46,799 Lakhs and ₹2,20,274 Lakhs on account of the investment in Subsidiaries as of March 31, 2018 and March 31, 2017 respectively. Allocation of goodwill by segments as of March 31, 2018 and March 31, 2017 is as follows:

₹ in Lakhs

ParticularsAs at

March 31, 2018As at

March 31, 2017

Leisure 22,387 20,377 Education 94,527 84,202 Meninger 129,885 115,697 Total 246,799 220,275

Allocation of goodwill to cash generating units: Goodwill has been allocated for impairment testing purposes to their underlying segmental classification. The recoverable

amount is determined based on a value in use calculation which uses cash flow projections based on financial budget approved by the management.

Budgeted Projections are based on the expected gross margins. The cash flows beyond five-year period have been extrapolated using a steady growth rate. The management believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount.

The Key assumption used are as follows: Budgeted projections: The values assigned to the assumptions reflects past experience and are consistent with the

management's plans for focusing operations in these markets .The management believe that the planned market share growth per year for the next five years is reasonably achievable.




Budgeted gross Margins: Average gross margins achieved in the period immediately before the budget margin period,increased for expected efficiency improvements.

Price inflation: The values assigned to the key assumption are consistent with external sources of information.

Discounting rate: Discount rate for arising at present value of free cash flow is 11%, which is weighted average cost of capital.

38. Tax Reconciliation(a) Amounts recognised in profit and loss

₹ in Lakhs



March 31, 2017

Current Tax 19,814 15,592 Deferred Tax - Origination and reversal of temporary differences 2,318 286 Prior period tax 88 1,345 Tax expense for the year 22,221 17,223

(b) Amounts recognised in other comprehensive income₹ in Lakhs

Particulars

For the year ended March 31, 2018 For the year ended March 31, 2017

Before taxTax

(expense) benefit

Net of tax Before taxTax

(expense) benefit

Net of tax

Items that will not be reclassified to profit or lossRemeasurement of post employment benefit obligations 8 14 22 (626) (62) (688)Items that will be reclassified to profit or lossExchange difference on translation of foreign operation (2,366) - (2,366) (15,034) - (15,034)

(2,358) 14 (2,344) (15,660) (62) (15,722)

(c) Reconciliation of effective tax rate₹ in Lakhs



March 31, 2017

Profit before tax 66,608 38,397 Tax using the Company’s domestic tax rate (Current year 34.608% and Previous Year 34.608%)

23,052 13,288

Tax effect of:Deductible expenses for Tax Purpose (1,469) (387)Non-deductible expenses for Tax Purpose 3,168 820 Adjustment in respect of Previous years 1,111 1,345 Tax exempt income (702) (1,411)Tax Rate difference (405) (642)Temporary difference 2,316 286 Group Relief 71 411 Thin Capitalisation Adjustment - 5,568 Reduction in tax rate (46) (958)Others (4,874) (1,098)Tax Expense for the year 22,221 17,223 Effective tax rate 33.36 44.36



39. Basis of Consolidationa. Subsidiary companies considered in these Consolidated Financial Statements are:

Name of Subsidiary CompanyCountry of

IncorporationProportion of

ownership interest

Cox & Kings (UK) Ltd. UK 100% Step Down Subsidiaries :

- C & K Investments Ltd. UK 100% - Cox & Kings (Agents) Ltd. UK 100% - Cox & Kings Finance (Mauritius) Ltd. Mauritius 100% - Cox & Kings Enterprises Ltd. UK 100% - Cox & Kings Finance Ltd. UK 100% - Cox & Kings Holdings Ltd. UK 100% - Cox & Kings Shipping Ltd. UK 100% - Cox & Kings Special Interest Holidays Ltd. UK 100%- Cox & Kings Tours Ltd. UK 100%- ETN Services Ltd. UK 100%- Grand Tours Ltd. UK 100%

Clearmine Ltd. UK 100% Cox and Kings (Australia) Pty Ltd. Australia 100% Cox and Kings Global Services LLC , USA USA 100% Quoprro Global Limited. UK 100%

Step Down Subsidiaries : - Cox & Kings Global Services Sweden AB UK 100% Hotelbreak Enterprises UK Limited. UK 100% Hotelbreak Holding UK Limited UK 100% Prometheon Holdings Private Ltd Mauritius 100% Cox & Kings Singapore Pvt. Ltd. Singapore 100% Cox & Kings (Japan) Ltd. Japan 100% Cox & Kings Asia Pacific Travel Ltd Hong Kong 100% Cox and Kings Global Services Private Ltd India 100% Quoprro Global Services Pvt. Ltd. India 100% Cox and Kings Global Services (Singapore) Pte. Ltd. Singapore 100% Prometheon Enterprise Ltd. UK 100%

Step Down Subsidiaries : - Prometheon Singapore Pte Ltd Singapore 100%

Step Down Subsidiaries : - Cox & Kings Global Services Management (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 Services Hellas (formerly known as Quoprro Global 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 Destination Management Services Ltd. UK 100% - Prometheon Australia Pty Ltd Australia 100%

Step Down Subsidiaries : - Cox and Kings Nordic PTY Ltd. Australia 100%






ownership interest

- 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 Destination Management Services Pvt. Ltd Singapore 100% - Prometheon Holdings (UK) Ltd. UK 51.00%

Step Down Subsidiaries : - Prometheon Limited UK 51.00% - Cox & Kings PGL Camps Pty Ltd Australia 51.00% - Holidaybreak Limited UK 51.00% - NST Limited Ireland 51.00% - NST Transport Services Limited England 51.00% - SASu Le Chateau d’Ebblinghem France 51.00% - SARL Chateau d’Ebblinghem France 51.00% - PGL Air Travel Limited England 51.00% - PGL Voyages Limited England 51.00% - PGL Travel Limited England 51.00% - PGL Adventure Limited England 51.00% - Freedom of France Limited England 51.00% - Noreya SL Spain 51.00% - PGL Adventure SAS France 51.00% - Simpar Sasu France 51.00% - Chateau de Lamorlaye SCI France 51.00% - SCI Domaine de Segries France 51.00% - European Study Tours Limited England 51.00% - NST Holdings Limited England 51.00% - NST Travel Group Limited England 51.00% - PGL Group Limited England 51.00% - EST Transport Purchasing Limited England 51.00% - Business Reservations Centre Holland BV Netherlands 51.00% - Bookit BV Netherlands 51.00% - BV Weekendjeweg.nl Netherlands 51.00% - Business Reservations Centre Holland Holding BV Netherlands 51.00% - Edge Adventures Ltd. England 51.00% - Holidaybreak Holding Company Limited Isle of Man 51.00% - Holidaybreak Trustee Limited England 51.00% - Holidaybreak Education Limited England 51.00%

Step Down Subsidiaries : - Holidaybreak Education EBT Limited UK 51.00% - Holidaybreak Quest Trustee Limtied Ireland 51.00% - Hotelnet Limited England 51.00% - Travelplus Group Gmbh Germany 51.00% - Travelplus Group Gmbh Austria 51.00% - Travelworks UK Limited England 51.00% - Hole In The Wall Management Limited England 51.00% - Meininger Hotels Limited (formerly Holidaybreak Hotel) Germany 51.00% - Holidaybreak Hotel Holdings GmbH England 51.00% - Meininger Amsterdam Amstelstation BV Germany 51.00% - PGL Travel PTY Limited Australia 51.00% - PGL Property PTY Limited Australia 51.00% - PGL Adventure Camps PTY Limited Australia 51.00%





ownership interest

- Meininger Amsterdam B.V. Netherlands 51.00% - Meininger Shared Services Gmbh Germany 51.00% - Meininger Berlin Hauptbahnhof Gmbh Germany 51.00% - Meininger “10” Hamburg Gmbh Germany 51.00% - Meininger Airport Frankfurt Gmbh Germany 51.00% - Meininger Brussels Gmbh Germany 51.00% - Meininger West Gmbh & Co. Kg Germany 51.00% - Meininger West Verwaltungs Gmbh Germany 51.00% - Meininger “10” City Hostel Köln Gmbh Germany 51.00% - Meininger “10” Frankfurt Gmbh Germany 51.00% - Meininger Oranienburger Straße Gmbh Germany 51.00% - Meininger Hotel Berlin Eastside Gallary GMBH

(Formerly MeiningerNurnberg Gmbh)Germany 51.00%

- Meininger “10” City Hostel Berlin – Mitte Gmbh Germany 51.00% - Meininger “10” Hostel Und Reisevermittlungs Gmbh Germany 51.00% - Meininger Airport Hotels Bbi Gmbh Germany 51.00% - Meininger Hotel Berlin Tiergarten GmbH

(formerly Meininger Postdamer Platz GmbH)Germany 51.00%

- Meininger Barcelona Gmbh Germany 51.00% - Meininger City Hostels & Hotels Gmbh Austria 51.00% - Meininger Limited England 51.00% - Meininger Hotelerrichtungs Gmbh Austria 51.00% - Meininger Wien Gmbh Austria 51.00% - Meininger Wien Schiffamtsgasse Gmbh Austria 51.00% - Meininger Holding GmbH Germany 51.00% - Meininger Finance Co Limited Isle of Man 51.00% - Meininger Paris SCI Germany 51.00% - Meininger Hotel Heidelberg GmbH (formerly

Meininger Hotel Munchen Hirschgarten GmbH)Germany 51.00%

- Meininger Hotel Leipzig Hauptbahnhof GmbH Germany 51.00% - Meininger Hotel USA Limited Germany 51.00% - Meininger Holding USA Inc Germany 51.00% - Meininger Hotel Europe Limited Germany 51.00% - MEININGER Hotel Rome Termini Station S.r.l Germany 51.00% - MEININGER Hotel Venice Marghera S.r.l Germany 51.00% - MEININGER Hotel Hungary kft Germany 51.00% - Meininger Hotel Asia Pacific Pte. Limited Germany 51.00% - Meininger Hotel Bordeaux SAS France 51.00% - Meininger Hotel Paris Porte de Vincennes SAS France 51.00% - Meininger Hotel Russia Limited UK 51.00% - Meininger Hotels (India) Private Limited India 51.00% - Meininger Hotel Zurich AG Switzerland 51.00% - Meininger Hotel Milan Lambrate SRL Italy 51.00% - Meininger Hotel Copenhagen ApS Denmark 51.00% - Meininger Hotel Brussels Midi Station SA Belgium 51.00% - Meininger Hotel Milan City SRL Italy 51.00% - Meininger Hotel Lyon SAS France 51.00% - Meininger Hotel Genf AG, Geneva Geneva 51.00% - Meininger Hotel Dresden GmbH Germany 51.00% - Meininger Hotel Glasgow Limited Scotland 51.00% - Meininger Hotel Munchen Olympiapark GmbH Germany 51.00% - Cox & Kings Global Services Private Limited UK 51.00%






ownership interest

Candk Tours SDN. BHD. Kuala Lumpur 30% Cox & Kings Travel Limited, Hong Kong Hong Kong 100% Cox and Kings Global Services, Qatar Qatar 49% Cox & Kings Global Services Canada Ltd. Canada 100% Cox & Kings Financial Service Limited (formerly known as Cox & Kings Financial

Services Limited)India 100%

Results of Subsidiaries acquired are included in the consolidated financial statements from the effective dates of acquisition and upto disposal.

b. Associate companies considered in these Consolidated Financial Statements are:₹ in Lakhs

Name of Associate CompaniesCountry of


ownership interest

Tulip Star Hotel Ltd. India 30.42%Radius Global Travel Ltd. USA 44.00%Malvern Enterprises (UK) Ltd UK 49.00%Tutors Direct Ltd England 40.00%Tute Education Ltd England 66.95%

c. Joint Venture companies considered in these Consolidated Financial Statements are:₹ in Lakhs

Name of Associate CompaniesCountry of


ownership interest

Royale Indian Rail Tours Ltd. India 50%

40. Additional Information, as required under Schedule III to the companies Act, 2013, of enterprises consolidated as Subsidiary / Associates/Joint Ventures.

Sr. no

Name of Subsidiary Company Net Assets i.e total Assets minus total Liabilities

Share in Profit or Loss

As % of Consolidated net

Assets

Amount (₹ in Lakhs)

As % of Consolidated Profit

or Loss


A ParentCox and Kings Limited 0.21 301,042.28 0.00 176

B SubsidiariesB(i) Indian1 Cox & Kings Global Services Pvt Ltd (0.01) (7,758.30) (0.02) (979.48)2 Quoprro Global Services Pvt Ltd 0.00 1,195.25 (0.03) (1,803.43)3 Cox & Kings Financial Service Limited. 0.00 1,318.57 (0.00) (60.40)B(ii) Foreign1 Clearmine Limited 0.00 2,821.42 (0.00) (42.48)2 Cox & Kings Destination Management Services

Limited 0.00 2,026.14 (0.02) (964.06)

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) (4.28) - - 6 Cox & Kings (UK) Ltd 0.02 28,503.32 (0.00) (98.23)



Sr. no




Assets



or Loss


7 Cox & Kings Enterprises Ltd. 0.00 0.09 - - 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) (33.63) - - 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 38,432.14 0.05 3,169.20 15 East India Travel Company Inc. 0.01 19,295.98 0.05 2,996.09 16 Cox & Kings Finance (Mauritius) Ltd. 0.00 91.14 (0.00) (2.28)17 Cox & Kings Japan Ltd 0.01 13,842.35 0.04 2,271.22 18 Cox & Kings Tours LLC, Dubai 0.03 43,312.02 0.15 9,720.80 19 Cox and Kings Asia Pacific Travel Ltd (0.00) (5,209.63) (0.00) (274.62)20 Cox and Kings Singapore Private Limited 0.00 271.90 0.01 847.67 21 Cox and Kings Destinations Management Services Pvt

Ltd 0.00 116.31 (0.00) (4.44)

22 Cox & Kings Global Services Management (Singapore) Pte Ltd

(0.00) (894.60) (0.01) (431.70)

23 Cox & Kings GmBH 0.00 29.79 (0.00) (22.91)24 Cox & Kings Global Services LLC, Dubai 0.00 1,923.05 0.01 452.90 25 Cox & Kings Global Services LLC, USA (0.01) (7,971.93) 0.01 332.40 26 Cox and Kings Consulting Service (Beijing) Co. Ltd. (0.00) (27.17) (0.00) (5.59)27 Cox and Kings Global Services (Singapore) Pte Ltd. 0.01 14,886.91 0.01 531.13 28 Cox & Kings Egypt - - - - 29 Cox & Kings Global Services Lanka Pvt Limited - - - - 30 CKGS Hellas, Greece - - - - 31 Quoprro Global Limited 0.00 1,951.47 (0.00) (167.20)32 Cox & Kings Global Services Sweden AB 0.00 1,128.52 (0.00) (296.82)33 Quoprro Global Services Pte. Ltd (0.00) (39.32) (0.00) (4.90)34 Quoprro Global Services Pvt Ltd. HK - - - - 35 Cox & Kings (Australia) Pty Ltd. 0.00 2,519.70 0.01 491.65 36 Tempo Holidays Pty Ltd. 0.00 203.89 0.01 468.69 37 Tempo Holidays NZ Ltd. 0.00 36.21 0.00 6.84 38 Cox and Kings Nordic PTY Limited 0.00 13.51 - - 39 Cox & Kings PGL Camps PTY Ltd. 0.00 656.92 0.00 291.43 40 Prometheon Enterprise Limited (0.03) (42,891.80) 0.67 42,990.63 41 Prometheon Holdings Pvt Ltd (0.01) (11,151.50) (0.05) (3,335.42)42 Prometheon Limited - - - - 43 Prometheon Holdings (UK) Ltd 0.14 199,503.53 (0.00) (297.25)44 Bookit BV - - - - 45 BRC Holland BV - - - - 46 BRC Holland Holding BV - - - - 47 BV Weekendje Weg.nl - - - - 48 Chateau de Lamorlaye SCI - - - - 49 Domaine de Segries SCI 0.00 512.03 0.00 12.14 50 EST Transport Purchasing Ltd 0.00 459.32 0.00 56.20 51 European Study Tours limited 0.00 5,788.29 0.01 885.58 52 Freedom of France Ltd 0.00 0.00 - - 53 Hole in the Wall Management Ltd - - - - 54 Holidaybreak Education Limited 0.11 154,245.72 (0.00) (20.25)




Sr. no




Assets



or Loss


55 Holidaybreak Holding Co Ltd 0.00 1,092.63 (0.00) (2.93)56 Holidaybreak Hotel Holdings GmbH (0.01) (19,108.46) (0.16) (10,195.16)57 Holidaybreak Hotel Holdings Limited 0.08 106,975.18 0.03 1,958.18 58 Holidaybreak Ltd 0.10 140,346.47 (0.15) (9,716.07)59 Holidaybreak QUEST Trustee Ltd 0.00 0.00 - - 60 Holidaybreak Trustee Ltd 0.00 0.86 - - 61 Edge Adventures (formerly Holidays Limited) - - - - 62 Hotelnet Ltd 0.00 0.00 - - 63 Meinigner Airport Frankfurt GmbH 0.00 1,702.91 0.02 1,222.19 64 Meininger "10" City Hostel Berlin-MItte GmbH 0.00 713.15 0.01 523.85 65 Meininger "10" City Hostel Köln GmbH 0.00 59.81 0.00 57.64 66 Meininger "10" Frankfurt GmbH 0.00 1,895.39 0.02 1,496.44 67 Meininger "10" Hamburg GmbH 0.00 1,287.38 0.02 992.52 68 Meininger "10" Hostel und Reisevermittlung GmbH 0.00 1,199.70 0.02 1,070.24 69 Meininger Airport Hotels BBI GmbH 0.00 442.91 0.01 635.35 70 Meininger Amsterdam Amstelstation BV 0.00 567.02 0.01 451.30 71 Meininger Amsterdam BV 0.01 10,566.06 0.08 4,798.18 72 Meininger Barcelona GmbH (formerly Meininger

Leipzig GmbH) 0.00 16.61 (0.00) (3.50)

73 Meininger Berlin Hauptbahnhof GmbH 0.00 3,596.20 0.05 3,097.29 74 Meininger Brussels GmbH (formerly Meininger Berlin

Europaplatz GmbH) 0.00 862.04 0.01 516.52

75 Meininger City Hostels & Hotels GmbH (0.00) (395.62) 0.00 49.10 76 Meininger Finance Company Limited 0.08 110,656.35 0.05 3,205.95 77 Meininger Holding GmbH 0.01 20,247.53 (0.03) (2,194.96)78 Meininger Hotelerrichtungs GmbH 0.00 1,391.96 0.01 622.87 79 Meininger Ltd 0.00 1,817.57 0.01 478.40 80 Meininger Hotel Berlin East Side Gallery GmbH

(Formerly Meininger Nürnberg Gmbh) (0.00) (340.50) 0.00 74.67

81 Meininger Oranienburger Straße GmbH 0.00 1,623.68 0.02 1,446.20 82 Meininger Postdamer Platz GmbH 0.00 473.79 0.01 424.43 83 Meininger Paris SCI (0.00) (0.25) - - 84 Meininger Shared Services GmbH 0.00 329.38 (0.06) (3,915.62)85 Meininger West GmbH & Co. KG 0.00 859.55 (0.00) (6.34)86 Meininger West Verwaltungs GmbH 0.00 5.14 (0.00) (2.44)87 Meininger Wien GmbH 0.00 1,800.97 0.01 801.11 88 Meininger Wien Schiffamtsgasse GmbH 0.00 1,006.02 0.01 534.36 89 Noreya 2002 SL 0.00 65.29 0.00 3.66 90 NST Holdings Limited 0.00 74.77 - - 91 NST Limited 0.00 2,471.04 0.00 185.62 92 NST Transport Services Ltd 0.00 730.45 0.00 50.86 93 NST Travel Group Limited 0.02 21,520.29 0.07 4,177.12 94 PGL Adventure Camps PTY Limited 0.00 69.00 0.00 126.14 95 PGL Adventure Ltd 0.00 184.97 0.00 5.19 96 PGL Air Travel Ltd 0.00 152.25 0.00 5.19 97 PGL Aventures SAS 0.00 5,593.73 (0.00) (15.16)98 PGL Group Ltd 0.00 2,009.33 0.00 19.71 99 PGL Property PTY Limited 0.00 133.69 0.00 35.36 100 PGL Travel Ltd 0.08 112,053.46 0.20 12,806.79 101 PGL Travel PTY Limited (0.00) (186.30) 0.00 8.95 102 PGL Voyages Ltd 0.00 1,835.60 0.00 1.18



Sr. no




Assets



or Loss


103 SARL Chateau D'Ebblinghem 0.00 1,112.24 0.00 5.69 104 SASu le Chateau D'Ebblinghem 0.00 2,184.60 0.00 21.32 105 Simpar SASu 0.00 3,443.38 (0.00) (176.22)106 Travelplus Group Gmbh, Germany 0.00 1,483.66 (0.00) (104.93)107 Travelplus Group Gmbh, Austria 0.00 167.95 0.00 18.51 108 Travelworks UK Limited 0.00 0.00 - - 109 Prometheon Australia Pty Ltd 0.00 252.85 0.01 479.50 110 Prometheon Singapore pte Ltd (0.00) (16.49) (0.00) (4.70)111 Meininger Hotel Munchen Hirschgarten GmbH (0.00) (4.78) (0.00) (23.72)112 Meininger Hotel Munchen Olympiapark GmbH (0.00) (78.74) (0.00) (100.79)113 Meininger Hotel Leipzig Hauptbahnhof GmbH (0.00) (785.93) 0.00 68.33 114 Meininger Hotel USA Limited (0.00) (0.50) 0.00 0.80 115 Meininger Holding USA Inc 0.00 2.75 (0.00) (3.73)116 Meininger Hotel Europe Limited (0.00) (33.20) (0.00) (32.41)117 Meininger Hotel Rome Termini Station S.r.l (0.00) (54.86) (0.00) (67.87)118 Mmeininger Hotel Venice Marghera S.r.l 0.00 7.05 (0.00) (3.60)119 Meininger Hotel Hungary kft (0.00) (9.47) (0.00) (20.20)120 Meininger Hotel Asia Pacific Pte. Limited (0.00) (15.70) (0.00) (17.30)121 Hotelbreak Enterprise UK Ltd - - - - 122 Hotelbreak Holdings UK Limited 0.00 0.91 0.00 117.83 123 Meininger Hotels (India) Private Ltd 0.00 150.00 - - 124 Meininger Hotel Genf AG, Geneva 0.00 62.02 (0.00) (6.11)125 MEININGER Hotel Lyon SAS (0.00) (0.33) (0.00) (0.38)126 MEININGER Hotel Milan City SRL 0.00 110.66 0.00 96.42 127 MEININGER Hotel Brussels Midi Station SA 0.00 15.22 (0.00) (31.19)128 MEININGER Hotel Milan Lambrate SRL (0.00) (6.18) (0.00) (20.88)129 MEININGER Hotel Zurich AG 0.00 58.73 (0.00) (9.30)130 Meininger Hotel Russia Limited (New-Date Req.) (0.00) (0.02) (0.00) (0.02)131 MEININGER Hotel Copenhagen ApS 0.00 272.45 0.01 363.70 132 Meininger Hotel Paris Porte de Vincennes SAS, 0.00 117.16 (0.00) (111.32)133 Cox & Kings Global Services Private Limited (wef.

March 06, 2017) (0.00) (2.67) - -

134 Cox & Kings Global Services Qatar (27.02.18) 0.00 8.95 - - 135 Holidaybreak Education EBT Limited 0.00 0.09 - - 136 (WI) Meininger Hotel Dresden GmbH - - - - 137 MEININGER Hotel Bordeaux SAS 0.00 0.08 - - 138 MEININGER Hotel Glasgow Limited (0.00) (0.02) (0.00) (0.02)139 CNk Hongkong - 01.02.18 - - - - 140 C and K Tours SDN. BHD. - - - - 141 Cox & Kings Global Services Canada Ltd. - - - - 142 Hotels London Limited - - - -

Minority Interest in all Subsidiaries 0.07 100,353.65 (0.11) (6,728.18)C AssociatesC(i) Indian1 Tulip Star Hotel Ltd. - - - - C(ii) Foreign1 Radius Global Travel Ltd. 0.00 1,925.09 (0.00) (52.97)2 Tutors Direct Ltd - - - - 3 Tute Education Ltd (0.00) (176.65) (0.01) (321.30)4 Malvern Enterprise UK Ltd. 0.00 4,689.45 (0.04) (2,323.32)




Sr. no




Assets



or Loss


D Joint VentureD(i) Indian1 Royale Indian Rail Tours Ltd. (0.00) (953.10) - -

41. Other Notes(a) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation

(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 parties to 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 were continuing as at the year end. Company has invested ₹250 Lakhs in equity capital, ₹3,958.10 Lakhs as loans and has trade receivable of ₹519.03 Lakhs as at March 31, 2018. Based on the legal opinion, the company is confident of favourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

(b) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least equal to the amount at which they are stated in the Balance Sheet.

(c) Balances of Trade receivables and Trade payables are as per books of accounts and subject to confirmation and reconciliation, if any.

(d) On May 30, 2017, the Board approved the scheme of arrangement under section 230 to 232 read with the Section 52 and 66 of the Companies Act 2013 for demerger of its Foreign Exchange Division into a wholly owned subsidiary i.e. Cox & Kings Financial Service Limited. The appointed date for the said scheme is April 1, 2017. As per the directions of the Hon’ble Tribunal (NCLT) the Company convened the meeting of its Equity Shareholders, where in the Shareholder of the Company have approved the scheme of arrangement with requisite majority. The Company is in the process of filing the Petition to Hon’ble Tribunal for sanctioning of the Scheme. The effect of the Scheme will be given post obtaining the approval of the Hon’ble Tribunal. Cox & Kings Financial Service Limited also has been granted a Non-Banking Finance company (‘NBFC’) licence.

(e) The Board of Directors at its meeting held on May 28, 2018 has approved the Consolidated Financial Statement for year ended March 31, 2018.

(f) The Board of Directors have recommended a dividend of 20% (₹1/- per equity share) Previous year 20% (₹1/- per equity share) subject to shareholders approval at the ensuing AGM.




Cox & Kings Limited

Turner Morrison Building16 Bank StreetFort, Mumbai 400 001

Tel: +91 22 2270 9100Fax: +91 22 2270 9161www.coxandkings.com