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Cox & Kings Ltd.

BSE: 533144 Sector: Services
NSE: COX&KINGS ISIN Code: INE008I01026
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OPEN 175.20
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VOLUME 105117
52-Week high 256.45
52-Week low 140.50
P/E 11.06
Mkt Cap.(Rs cr) 3133.06
Buy Price 177.45
Buy Qty 842.00
Sell Price 0.00
Sell Qty 0.00
OPEN 175.20
CLOSE 173.00
VOLUME 105117
52-Week high 256.45
52-Week low 140.50
P/E 11.06
Mkt Cap.(Rs cr) 3133.06
Buy Price 177.45
Buy Qty 842.00
Sell Price 0.00
Sell Qty 0.00

Cox & Kings Ltd. (COX&KINGS) - Director Report

Company director report

Dear Shareholders

Your Directors have great pleasure in presenting the 76th Annual Report together withAudited Financial Statements for the financial year ended March 31 2016.

1. FINANCIAL PERFORMANCE

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

(Rs. in lacs)
Particulars Standalone Results Consolidated Results
2015-16 2014-15 2015-16 2014-15
Net Sales & Other income 54276 48059 235191 256909
Profit before Taxation 25957 22235 15424 23365
Provision for Taxation 9022 8117 15896 14326
Profit After Tax 16935 14116 (472) 9039
Proposed Dividend (inclusive of dividend tax) 1693 1693 1693 1768
Earnings Per Share (Rs.) 10 9.56 3.19 6.22

2A. DIVIDEND

The Directors are pleased to recommend a Dividend of 20% (Rs.1/- per equity share ofRs.5/- each) to be appropriated from the profits of the financial year ended March 312016 subject to the approval of the shareholders at the ensuing Annual General Meeting.The Dividend will be paid in compliance with applicable regulations. The dividend ifdeclared as above would involve an outflow of Rs.1765.65 lacs towards dividend andRs.359.45 lacs towards dividend tax resulting in a total outflow of Rs.2125.1 lacs.

The dividend will be paid to members whose names appear in the Register of Members ason September 16 2016. In respect of shares held in dematerialised form it will be paidto members whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owners as on that date. The dividendpayout for the year under review has been formulated in accordance with the Company’spolicy to pay sustainable dividend linked to long-term performance keeping in view theCompany’s need for capital for its growth plans and the intent to finance such plansthrough internal accruals to the maximum.

2B. TRANSFER TO DEBENTURE REDEMPTION RESERVES:

As per requirement your Company has transfered Rs.2.22 Lacs to Debenture RedemptionReserves.

3. OVERVIEW OF FINANCIAL PERFORMANCE

FY16 was a year of robust organic growth at our Leisure - India Education andMeininger divisions. We also consolidated our Leisure - International division by taking aslew of measures which unlocked shareholder value. In March 2016 Cox & Kings Ltd.sold 100% stake in Laterooms Group UK Ltd. (which was purchased for 8.5 million inOctober 2015) for 20.0 million to Malvern Enterprises UK Ltd. Cox & Kings’Holidaybreak subsidiary also sold 100% of its Superbreak business for a net considerationof 9.25 million to Malvern. Simultaneously Cox & Kings Ltd. bought a 49% stake inMalvern for 6.37 million. Malvern is 51%-owned by a private equity investor. Proceeds ofthe transaction were used to pay down debt in April 2016. In November 2015 Cox and Kings- through its Holidaybreak subsidiary - sold 100% of Explore Worldwide an adventure unitfor a consideration of 25.8m to Hotelplan UK Group.

The consolidation of the business has helped us to streamline our focus on our four keyverticals Leisure - India Leisure - International Education and Meininger.Cox &Kings Ltd.’ revenues from continuing operations grew by 7% y-o-y to Rs.203510 lacsin FY16 while EBITDA grew 11% y-o-y to Rs.82379 lacs. Reported PAT came in at Rs.5394lacs (as compared to a net profit of Rs.9178 lacs in FY15); the reduced profitability ismainly as a result of goodwill write-off of Rs.74766 lacs on sale of businesses.

Our total gross debt increased by Rs.32073 lacs y-o-y to Rs.410120 lacs as of March31 2016. However this was merely a transient increase as the transaction of sale ofeffective 51% stake in Superbreak and Laterooms was completed on March 31 2016 and theproceeds were utilized to repay debt after the financial year end. Moreover there weresome working capital movements that resulted in a temporary spike in working capitalcredit. Further we invested in capacity expansion at our PGL business as well as intechnology.

We reduced our net debt by Rs.11780 lacs y-o-y in FY16. Our leverage ratios are now atvery comfortable levels (net debt to equity of 0.7x) and the rates of our outstandingborrowings are low.

Leisure - India

Our Leisure - India business grew robustly during the year. Net revenues were up 13% toRs.54276 lacs while EBITDA grew by 11% to Rs.26272 lacs. EBITDA margins were slightlylower at about 48.4%.

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

Our Outbound package holidays business has grown at a CAGR of 25% over the last fiveyears. India is a highly underpenetrated market for outbound tourism. With India now beingthe world’s fastest growing major economy we expect a substantial spill-over intooutbound travel and tourism.

India is also currently experiencing a domestic tourism boom. Domestic travel has beenamong our fastest growing segments over the last few years and in particular has been anarea where we believe we have significantly outperformed competition.

Meetings incentives conferences and events (MICE) as a business has tremendous growthand profit potential and Cox & Kings is uniquely positioned to capitalize on theopportunities in this space.

We are also very strong in Business Travel offering the best-value customizedflexible solutions to corporate customers. Our Business travel division is a fantasticlead generator for our other travel divisions such as holidays MICE and forex.

Inbound travel has been a relatively slower-growing business for some years now. Cox& Kings operates in the premium end of the market here. Near-term challenges remain inthe industry as competitor countries in Asia are investing far more in attractingtourists to their shores. The relative strength of the rupee over the past year has been adampener on inbound demand as well.

Our foreign exchange business encompasses all transactions with our customers whichinvolve the exchange of currency mainly the conversion of rupees into foreign currency.With increasing foreign travel both for business and leisure the outlook is positive.

Leisure - International

Leisure International underwent a major reorganization in FY16 leading to significantshareholder value creation and resulting in C&K becoming a leaner and more-focusedenterprise today.

Our Leisure - International business from continuing operations grew robustly duringthe year. Net revenues from continuing operations were up 3% to Rs.35350 lacs whileEBITDA grew by 15% to Rs.19171 lacs owing to strong performances in our Dubai UK and USAbusinesses. EBITDA margins rose by 550bps to 54.2%.

Leisure - International (including hived-off/discontinued operations) saw revenues growby 4% y-o-y to Rs.67348 lacs in FY16. EBITDA was lower by 20% y-o-y at Rs.18778 lacsowing to significant expenditure on branding and marketing at our Laterooms and Superbreakbusinesses during the year prior to their sale.

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

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

Cox & Kings continues to leverage the strong vendor relationships across all itsdivisions to deliver the best value to customers around the world.

Education

Net revenues in the Education business grew by 6% y-o-y in FY16 in constant currencyterms while EBITDA grew by 12% despite the challenging environment. In rupee terms netrevenues grew by 4% y-o-y to Rs.66502 lacs in FY16 while EBITDA grew by 10% to Rs.28648lacs.

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

PGL now accounts for about three-quarters of the net revenues and EBITDA of ourEducation business. We are keen to invest in more PGL campuses as we believe this brandhas tremendous longevity and the industry itself has very high barriers to entry. We havea fantastic health and safety record owing to which teachers and parents continue torepose their faith in us. We hosted a staggering 357000 children at our campusesworldwide in FY16.

Our expansion into PGL Australia saw a very encouraging performance. We achieved abetter-than-expected bed capacity utilization of 30% on a full-year basis within 18 monthsof opening.

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

NST EST Studylink and TravelWorks brands account for about one quarter of ourEducation business net revenues and EBITDA. These brands resemble classical touroperations in that they are educational tours mainly for secondary school students. Wehave a substantial opportunity before us to apply our experience of delivering educationaltours in the U.K. and Germany and introduce such programs in other parts of the world.

Meininger

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

In rupee terms Meininger saw its net revenues grow by 2% to Rs.36416 lacs in FY16.EBITDA grew by 9% to Rs.13357 lacs. The weak euro kept the rupee rates of growth subdued.

Meininger’s unique selling proposition is to deliver a clean safe stay for aslittle as EUR15 per night. Europe is the world’s largest lodging market and we expectMeininger to play a pivotal role in the renaissance of the traveller experience in Europe.

Meininger’s low capital intensity and high occupancy make it a business that isuniquely high on parameters such as return on capital invested. We believe Meininger willbe a significant growth driver for the company over the medium to long term. There is alarge vacuum in the branded hotel rooms market in Europe. A large proportion of the hotelroom inventory in Europe belongs to ‘mom & pop’ establishments where servicelevels are low and declining. The hybrid hotel sector is attracting growth capital owingto the size of the extant opportunity; moreover the business has proved to be resilienteven in the face of the European recession.

Others

The ‘Others’ portion of our business substantially relates to our visaprocessing business. This business generated revenues of Rs.10966 lacs in FY16 versusRs.8562 lacs in FY15.

Human Resources

C&K vision is to be the most trusted ‘Employer Brand’ in the Traveltrade. We strongly believe in creating a culture that encapsulates C&K values in KeyBusiness Practices People Experiences & Workplace Principles. Our HR strategy is toidentify and align the critical HR Practices to Business Strategy which in turntranslates in to the Employee Value Proposition of the organization.

Training and Development

Through our comprehensive induction program we help our new employees to blend intoexisting system with a strong positive mindset. The new joinees through a mix ofwell-developed training and interactive programs are familiarized with the company themanagement processes policies and procedures.

We conduct both technical and soft skill programs throughout the year to help ouremployees add skills gain confidence and become a more effective team player. Keeping inmind the highly dynamic nature of the industry during the year we conducted training onsmart selling team building time management and various other trainings across juniormanagement and middle management.

Employee Engagement

This is a key high light in C&K and includes an annual theme towards promotinghealth and wellness Safety and security and saving natural resources and ecologicalbalance.

Through Employee engagement & connect initiatives HR aims:

• At providing a wholesome culture "fuller life" amongst employees whileat work

• To create a high energy working environment

• To encourage increased productivity & performance

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

With this in mind many employee engagement initiates were planned and executed at allour offices. Programs on health and safety festive activities and competition sportsevents and in-house programs were conducted through-out the year.

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

DISHA a hindi word means Direction. We launched Disha this year with theexpress objective of including the C&K team in unfurling a new direction for thefuture in discovering new horizons. People are the strength of any service industry andover time become treasure troves of knowledge that most often goes untapped.

We invited innovative business ideas from the employees and to channelize thoughts afew directives were given in terms of expected outcomes. These were business processimprovement customer satisfaction operations efficiency cost cutting quality andenergy savings. The broader objective was to engage with employees across levels and makethem partners in the progress of the company.

Rewards & Recognition

As an organization we strongly believe in and promote meritocracy driven culture.Rewards & employee recognition across multiple platforms form an integral part of ourhuman resource development strategy.

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

• Pinnacle - Conducted every quarter to recognize and award exemplary performersof the quarter at individual business unit/functional level.

• Pinnacle Star - Conducted every year where top performers for the fiscal year atindividual business unit/functional level are awarded.

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

Information Technology

C&K IT systems have been in the continuous improvement & enhancement mode forlast few years however considering "customer centricity" to be the core ethos;C&K conducted the strategy review of the whole IT landscape/ Ecosystem in the light ofwhere market is moving globally. The outcome of this comprehensive review led C&K toembark on journey to transform it product capabilities and offerings by revamping the ITinfrastructure and systems to achieve more agility and scalability by adopting the serviceoriented framework at an enterprise level which will allow C&K to float new offeringin a rapid manner with high quality standards enabling enhanced and intuitive customerexperience.

This enterprise wide initiative will not only improve the "time to market"for our offerings but also enhance the over organisational effectiveness whereby thefocus is not just on the underlying technology but also on business process optimisationand efficiency gains through automation straight through processing and digitisation. Wesee this approach to improvise cost efficiency ratio.

C&K’s strategic focus factored the technological advancements in internetspace mobile and call centre as a complimentary bouquet to service retail as well aswholesale/institutional segments. Our Branch Franchisees and call centre will besupported by telephony automation and integration with CRM systems to enable moreeffective & efficient customer services. In one of the last years Gartner survey whichwas conducted across various industries it has clearly outlined that the telephonyautomation has led to significant improvement in customer experience.

During the year C&K has also further enhanced its usage of Social Media to connectwith customers directly. Now customers feedback and inputs on our products and serviceshelps us design customer centric products and enhance our service levels to our customers.Furthermore we are in the planning stage to adopt implementation of data analytics toidentify and narrow down customer requirements and preferences to such a granular levelthat C&K can offer more personalised and value added services.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of annual accounts for the period ended on March 31 2016 and state that: (a)In the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; (b) The directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; (c) The directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) The directors had prepared the annual accounts on a goingconcern basis; and (e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

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

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company & its subsidiary &associate which form part of Annual Report have been prepared in accordance with section129(3) of the Companies Act 2013. Further a statement containing the salient features ofthe Financial Statement of Subsidiary Company & Associate Company in the prescribedformat AOC-1 is provided as annexed to this Report. The statement also provides thedetails of performance and financial position of the Subsidiary Company & AssociateCompany.

In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the consolidated financial statements & related information ofthe Company & Audited Accounts of its Subsidiary Company are available on the websitewww.coxandkings.com. These documents will also be available for inspection during businesshours at the registered office of the company. Any member desirous of obtaining a copy ofthe said financial statement may write to the Company Secretary at the Registered Officeof the company.

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

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 has notified the Companies (Indian Accounting Standard) Rules2015. In pursuance of this notification the company & its subsidiary would adopt IndAS for the accounting period beginning April 1 2016.

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

7. CHANGES IN SUBSIDIARIES & ASSOCIATES:

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

Companies which have become our subsidiaries during the financial year 2015-16
Prometheon Australia Pty Ltd. Meininger Hotel Leipzig Hauptbahnhof GmbH
Prometheon Singapore Pte. Ltd. Meininger Hotel USA Limited
Hotelbreak Enterprise UK Ltd. Meininger Holding USA Inc
Hotelbreak Holdings UK Limited Meininger Hotel Europe Limited
Hotels London Limited MEININGER Hotel Rome Termini Station S.r.l
MEININGER Hotel Hungary kft MEININGER Hotel Venice Marghera S.r.l
Meininger Hotel Munchen Hirschgarten Meininger Hotel Asia Pacific Pte. Limited
Meininger Hotel Munchen Olympiapark GmbH

 

Companies which ceased to be subsidiaries during the financial year 2015-16
Explore Aviation Ltd. Regal Driving & Tours Ltd.
Explore Worldwide Adventures Ltd. Adventure Travel Experience Inc
Adventure Experience Inc Superbreak Mini Holidays Transport Ltd.
Late Rooms Limited Superbreak Mini Holidays Group Ltd.
Explore Worldwide Ltd. Superbreak Mini holidays Ltd.

8. CREDIT RATING:

Credit Analysis & Research Ltd (CARE) the Rating Agency has reaffirmed andenhanced the Commercial Paper issue carved out of sanctioned working capital limit of theCompany from the existing Rs.895 Crores to Rs.920 Crores. The Rating has been reaffirmedas CARE A1+ (A One Plus). Instruments with this rating indicate very strong capacity fortimely payment of financial obligations and carry lowest credit risk.

CARE has also reaffirmed and enhanced the long term bank facilities of the Company fromexisting Rs.1019 Crores to

Rs.1044 Crores. The Rating has been reaffirmed as CARE AA (Double A). Instruments withthis rating indicate high safety for timely servicing of debt obligations and carry verylow credit risk.

9. OTHER UPDATES:

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

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

Located within walking distance to the underground stations Birkenstrasse andTurmstrasse the connection to public transportation is excellent. The hotel is located inclose proximity to Berlin’s largest and most popular park in central Berlin theTiergarten.

MEININGER Hotel Berlin Tiergarten will be part of the mixed-use development SchultheissQuartier consisting of approximately 120 retail shops and offices. The shopping andservice centre is located on the premises of the former Schultheiss Brewery. It is set tofeature a modern urban and unique mix of shopping gastronomy and entertainment.

In Munich: MEININGER Hotel and Fonciere Des Regions signed an Agreement for a new HotelIn Munich Near The Olympic Park The MEININGER Hotel Munich Olympic Park is going to be thesecond MEININGER hotel in Munich and is scheduled to open by the end of 2017. Due to itslocation at the Mittlerer Ring which offers connections to all main motorways the hotelis easily accessible from all directions. The Central Station can be reached within 10minutes by tram.

IN ROME: During the year MEININGER Hotel signs contract for opening up a Hotel in Rome.This will be the first MEININGER hotel in Italy and is going to be located on Via SanMartino della Battaglia near to the Termini train station. It is expected to open in early2017.

IN BUDAPEST: MEININGER Hotels will open a hotel in Budapest located in the immediatevicinity of the city centre on Csarnok tr next to the Great Market Hall. The said hotelis scheduled to open in spring 2018.

Located on the Pest side of the city in the direct vicinity of the city centre ofBudapest a large variety of bars restaurants shopping and entertainment is right nearthe hotel. The Great Market Hall the largest and oldest indoor market in Budapest isdirectly next-door. Well connected to public transport the hotel will be a perfect basefor MEININGER guests to explore and enjoy Budapest.

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

Focusing on the strategy of becoming a leading Leisure & Education travel group andto have a global footprint with market leadership positions in its core business yourCompany sold the Explore Worldwide Limited one of the subsidiary of Holidaybreak Limitedto Hotelplan UK Group for a total consideration GBP 25.8 million in December 2015.

Explore Worldwide Limited (which includes the brands Explore - soft adventure tours -and RegalDive - diving adventure specialist) generated net revenues of GBP 11.2 millionand EBITDA of GBP 2.3 million in FY15 ended March. c. Divestment of 51% stake in LateRooms and Superbeak

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

Under the terms of the transaction the Group purchased a 49% stake in MalvernEnterprises UK Ltd. (Malvern) for GBP 6.37 million. Malvern subsequently purchased 100% ofthe issued and outstanding shares of Laterooms for GBP 20.0 million. In addition Malvernpurchased 100% of Superbreak a subsidiary of C&K’s 65.58%-owned subsidiaryHolidaybreak for GBP 9.25 million. A Europe-based private equity investor is the majority51% owner in Malvern. The Group expects Malvern to derive substantial synergies from itscombined strengths in travel technology (viz. Laterooms) and short-break city packages(viz. Superbreak).

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

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

During the year your Company has entered into a alliance with InterGlobe TechnologyQuotient a strategic business unit of InterGlobe Enterprises for accessing its Galileoplatform.

The agreement enables Cox and Kings to continue to use Galileo Platform to distributemanage and book travel management services for its customers. This tie-up enables theCompany to continue to drive immense benefits from the latest product offerings andinnovative tools of Galileo such as Smartpoint Travelport Rooms and More and UniversalAPI to increase their efficiency. These products are aimed to enhance the shoppingexperience for the Company and also provide exceptional options to their customers. YourCompany will also continue to use the advanced technology of Travelport and their onlinesolutions as well.

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

Tours Limited

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

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

10. DIRECTORS

Urrshila Kerkar Director of the Company retires by rotation at the forthcoming AnnualGeneral Meeting in accordance with provisions of the Companies Act 2013 and the Articlesof Association of the Company and being eligible offers herself for re-appointment.

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

In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.

11. KEY MANAGERIAL PERSONNEL

Urrshila Kerkar - Whole Time Director Anil Khandelwal - Chief Financial Officer andRashmi Jain - Company Secretary were appointed as the Key Managerial personal for yourCompany in accordance with the provision of section 203 of the Companies Act 2013 andthere is no change in the same during the year under review.

12. DISCLOSURE RELATED TO BOARD COMMITTEE AND POLICIES

Board Meetings: Four meetings of the Board of Directors were held during the year inaccordance with the provisions of Companies Act 2013 and rules made thereunder. Thedetails thereof are given in the Corporate Governance Report.

Board Evaluation: The Company has devised criteria for performance evaluation ofIndependent Directors Board/Committees and other individual Directors which includescriteria for performance evaluation of Non Executive Directors and Executive Directors.Performance evaluation has been carried out as per the Nomination & RemunerationPolicy.

At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of individual Directors the Board/Committees were discussed in detail. Astructured questionnaire each for evaluation was prepared and recommended to the Board byNomination & Remuneration Committee for doing the required evaluation after takinginto consideration the input received from the Directors covering various aspects of theBoard’s functioning such as adequacy of the composition of the Board and itsCommittees execution and performance of specific duties obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution qualifications knowledge skills and experience in therespective fields honesty integrity ethical behaviour and leadership Independence ofjudgment safeguarding the interest of the Company attending the meetings regularlyunderstanding the business regulatory competitive and social environment understandingstrategic issues and challenges bringing outside information and perspective to Board fordeliberations ability to identify the cost benefits and implications of Board decisionsetc.

The performance evaluation of the Independent Directors was also carried by the entireBoard. The performance evaluation of the Chairman & Executive Directors were carriedout by the independent Directors. The Directors expressed their satisfaction with theevaluation process.

Board Committees: Currently the Board has six committees: the Audit Committee theStakeholders Relationship Committee the Nomination and Remuneration Committee theCorporate Social Responsibility and Governance Committee the Risk Management Committeeand Finance Committee. A detailed note on the composition of the Board and its committeesis provided in the corporate governance report section of this Annual ReportFamiliarisation Programme: To familiarise the new directors with the strategy operationand functions of the Company the Company make presentations to the new directors aboutthe Company’s strategy operations product and service offering marketorganisation structure finance human resources technology quality facilities and riskmanagement. The details of programmes for familiarisation of Independent Directors withthe Company their roles rights responsibilities in the Company nature of the industryin which the Company operates business model of the Company and related matters are putup 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 boardin its success. We believe that a truly diverse Board will leverage difference inthoughts perspective knowledge skill regional and industry experience cultural andgeographical background age ethnicity and gender which will help us retain ourcompetitive advantages. The Board has adopted the Board Diversity Policy which set out theapproach to diversity of the Board of Directors. The Board Diversity Policy is availableon 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 placeNomination & remuneration Committee in accordance with the requirements of theCompanies Act 2013 read with rules made thereunder and Regulation 19 of SEBI (ListingObligations & Disclosure Requirements) Regulation 2015. The details relating to thesame forms part of Corporate Governance Report forming part of this Annual Report.

The Committee had formulated a policy on Director’s appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and otheremployees composition and the criteria for determining qualifications positiveattributes and independence of a Director.

13. AUDITORS

M/s. Chaturvedi & Shah Chartered Accountants Statutory Auditors of the Companyhold office until the conclusion of the ensuing Annual General Meeting and being eligibleoffer themselves for the re-appointment.

The Company has received a certificate from the Auditors to the effect that theirre-appointment if made would be within the prescribed limits under Section 141(3)(g) ofthe Companies Act 2013 and they are not disqualified for re-appointment.

14. AUDITORS’ REPORT

The notes on Financial Statement referred to in the Auditors’ Report are selfexplanatory and does not call for any further comment. The Auditor’s Report does notcontain any qualification reservation or adverse remarks.

15. SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Virendra Bhatt Practicing Company Secretary to conductSecretarial Audit of the Company for financial year 2015-16. The Secretarial Audit Reportfor the financial year ended March 31 2016 is annexed herewith as Annexure I to thisReport. The Secretarial audit Report does not contain any qualification or adverse remark.

16. FIXED DEPOSITS

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

17. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

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

18. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under Regulation 72 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 forms part of the Report. The requisite Certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid Regulation 72 is attached to this Report.

19. CORPORATE SOCIAL RESPONSIBILITY

It is your Company’s intent to make a positive difference to society. As itsoperations have expanded to new geographies your Company has retained a collective focuson various areas of CSR that impact the environment people and their health and societyat large. In particular the Company focuses its efforts on promotion of educationpromotion of gender equality and empowering women improving health especially amongstchildren Ensuring environmental sustainability and Animal Welfare.

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

20. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of Companies Act 2013 every company is required to prepareAnnual Return for the previous financial year. Under subsection (3) of the said Sectionit is also mandatory to enclose the extract of the Annual Return with Director Report.

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

21. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin 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 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014. However the details ofthe transactions with Related Party are provided in the Company’s financialstatements in accordance with the Accounting Standards.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website at thelink: http://www.coxandkings.com/downloads/investor-relations/policy-on-related-party-transaction.pdf Your Directors draw attentionof the members to Note 26 to the financial statement which sets out related partydisclosures.

22. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 11 to the standalone financial statement).

23. RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematicapproach to mitigate risk associated with accomplishment of objectives operationsrevenues and regulations. Your Company believes that this would ensure mitigating stepsproactively and help to achieve stated objectives. The entity’s objectives can beviewed in the context of four categories Strategic Operations Reporting and Compliance.We consider activities at all levels of the organisation viz Enterprise level Divisionlevel Business unit level and Subsidiary level in Risk Management framework. The RiskManagement 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 theresponsibility to assist the Board in (a) Overseeing and approving the Company’senterprise wide risk management framework; and (b) Overseeing that all the risk that theorganisation faces.

The key risks and mitigating actions are also placed before the Audit Committee of theCompany. Significant audit observations and follow up actions thereon are reported to theAudit Committee. The Audit Committee reviews adequacy and effectiveness of theCompany’s internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company’s riskmanagement policies and systems The Policy on Risk Management as approved by the Board maybe accessed on the Company’s website at the link:http://www.coxandkings.com/downloads/investor-relations/risk-management-policy.pdf

24. VIGIL MECHANISM/WHISTLEBLOWER POLICY

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

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL)ACT 2013

Your Company is committed to provide a safe and secure environment to its womenemployees across its functions and other women stakeholders as they are considered asintegral and important part of the organisation. Your Company has in place an SexualHarassment Policy in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. Your Company has notreceived any complaint during the year.

26. INTERNAL FINANCIAL CONTROLS

The company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory &statutory compliances. During the year under review no material or serious observationhas been received from the Internal Auditors of the Company for inefficiency or inadequacyof such controls.

Internal Auditors’ comprising of professional Chartered Accountants monitor &evaluate the efficacy of Internal Financial Control system in the company its compliancewith operating system accounting procedures & policies at all the locations of thecompany. Based on their report of Internal Audit function corrective actions in therespective area are undertaken & controls are strengthened. Significant auditobservations & corrective action suggested are presented to the Audit Committee.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow.

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

financial year:

Executive Director Ratio to median remuneration
Ms. Urrshila Kerkar 58.51%
Non Executive Director
Mr. A. B. M. Good 0.49%
Mr. Peter Kerkar 0.28%
Mr. Pesi Patel 2.11%
Mr. S. C. Bhargava 2.27%
Mr. M Narayanan 2.25%

b. The percentage increase in remuneration of each director chief financial officercompany secretary in the

financial year:

Directors Chief Financial Officer & Company Secretary % increase in remuneration in the financial year
Mr. A. B. M Good Nil
Mr. Peter Kerkar Nil
Ms Urrshila Kerkar 25%
Mr. Pesi Patel Nil
Mr. S.C. Bhargava Nil
Mr. M Narayanan Nil
Mr. Anil Khandelwal (Chief Financial Officer) 10%
Ms Rashmi Jain (Company Secretary) 10%

c. The percentage increase in the median remuneration of employees in the financialyear: 10% d. The number of permanent employees on the rolls of company: 1926

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

On an average employees received an annual increase of 10% in India. The increase inremuneration is in line with the market trends in the respective countries. In order toensure that remuneration reflects Company performance the performance pay is also linkedto organization’s performance apart from an individual’s performance.

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

Rs. in Crs
Aggregate remuneration of key managerial personnel (KMP) in FY 16 4.29
Net Revenues 542.75
Remuneration of KMPs (as % of revenue) 0.79%
Profit before Tax (PBT) 239.26
Remuneration of KMP (as % of PBT) 1.79%

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

year and previous financial year:

Particulars March 31 2016 March 31 2015 % change
Market Capitalisation (Rs. In Crores) 3055.28 5490.03 -39.04%
Price Earning Ratio 18.82 33.92 74.54%

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

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

Particulars March 31 2016 December 9 2009 % Change
Market Price (BSE) 197.50 165* 19.72%
Market Price (NSE) 197.65 165* 19.78%

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

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10%. However during the course of the year thetotal increase is approximately 11% after accounting for promotions and other event basedcompensation revisions.

Increase in the managerial remuneration for the year was 18% j. Comparison of eachremuneration of the Key managerial personnel against the performance of the Company:

Rs. in Crs
Ms Urrshila Kerkar Mr. Anil Khandelwal Ms Rashmi Jain
(Whole Time Director) (Chief Financial Officer) (Company Secretary)
Remuneration in FY 16 2.5 1.46 0.33
Revenue 542.75 542.75 542.75
Remuneration (as % of revenue) 0.46% 0.26% 0.06%
Profit before Tax (PBT) 239.26 239.26 239.26
Remuneration (as % of PBT) 1.04% 0.61% 0.14%

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

The remuneration to Whole Time Director involves balance between fixed and variable payreflecting short and long term performance objective appropriate to the workings of theCompany and its goals.

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

l. The ratio of remuneration of the highest paid director to that of employees who arenot directors but receive

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

None

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

The Company affirms remuneration is as per the remuneration policy of the Company. n.The statement containing particulars of employees as required under section 197(12) of theAct read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 aforesaidannexure. In terms of section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe same may write to the Company Secretary.

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

The Company has no activity relating to conversation of energy or technologyabsorption. 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:

Rs. 14629 Lacs (Previous Year Rs.8733 Lacs)

Foreign Exchange Outgo:

Rs. 671 Lacs (Previous Year Rs.747 Lacs)

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

29. AWARDS AND RECOGNITION:

India - 2015-16

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

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

• The Pacific Asia Travel Association (PATA) Gold Award 2015 to Cox & Kingsfor ‘Grab Your Dream’ in the Marketing -Adventure Travel Category - September 82015

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

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

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

• Air China Top Agent Award to Cox & Kings

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

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

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

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

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

• British Travel & Hospitality Hall of Fame membership to Peter Kerkar - April13 2015

• Corporate Livewire Innovation & Excellence Award 2015 to Cox & KingsTravel Ltd for "Most Outstanding Travel Company - UK" - April 16 2015

Subsidiaries - 2015-16

Cox & Kings Travel UK

British Travel Awards (2015):

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

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

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

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

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

Acquisition International Magazine:

• Best Luxury Holiday & Tour Operator 2016

Seven Stars Luxury Hospitality and Lifestyle Awards:

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

Cox & Kings USA

• Best Tour Operator Asia and Best Tour Operator Middle East by TravelAge West2016 Editor’s Pick Award in 2016.

Holidaybreak- PGL Division

• Studylink achieved ISO 9001 ISO 14001;

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

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

Holidaybreak-Meininger Division

• MEININGER Hotel Berlin Mitte Humboldthaus: ‘Hostelword’ Best ExtraLarge Hostel Worldwide Nominee;

• MEININGER Hotel Berlin Airport: Booking Award 8.5;

• MEININGER Hotel Brussels City Center: ‘Hostelworld’ Most PopularHostel in Brussels Winner;

• MEININGER Hotel Brussels City Center: ‘Hostelworld’ Best Extra LargeHostel Worldwide Nominee.

30. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank all investors customers vendorsbanks/financial institutions regulatory and government authorities and Stock Exchangesfor their consistent support and encouragement to the Company. The Directors also place onrecord their sincere appreciation to all employees of the Company for their hard workdedication and commitment. The enthusiasm and unstinting efforts of the employees haveenabled the Company to remain at the forefront of the Industry.

For and on behalf of the Board of Directors
A.B.M. Good
Chairman
Mumbai May 20 2016

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

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

The Members Cox & Kings Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Cox & Kings Limited.(Hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provides me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the books papers minute books forms and returns filedand other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on March 31 2016 has prima facie complied withthe statutory provisions listed hereunder: I have examined the books papersminutes’ books forms and returns filed and other records maintained by the Companyfor the financial year ended on March 31 2016 according to the provisions of:

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

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade 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 thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings

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

(a) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulation 2015

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

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

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

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

vi) Though the following laws are prescribed in the format of Secretarial Audit Reportby the Government the same were not applicable to the Company during the audit period forthe financial year ended March 31 2016:-

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

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

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

(d) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;

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

(a) The Payment of Wages Act 1936

(b) The Minimum Wages Act 1948

(c) Employees State Insurance Act 1948

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

(e) The Payment Of Bonus Act 1965

(f) The Payment of Gratuity Act 1972

(g) The Maternity Benefit Act 1961 I have also examined compliance with the applicableclauses of the following:

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

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

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

I further report that I rely on statutory auditor’s reports in relation to thefinancial statements and accuracy of financial figures for Sales Tax Wealth Tax ValueAdded Tax Related Party Transactions Provident Fund ESIC etc. as disclosed underfinancial statements Accounting Standard 18 and note on foreign currency transactionsduring our audit period.

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

I further report that as per the information provided the company has prima facie givenadequate notice to all directors to schedule the Board Meetings agenda and detailed noteson agenda were sent at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on agenda items before the meeting andfor meaningful participation at the meeting.

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

I further report that there are prima facie adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines. I further report thatthe management is responsible for compliances of all business laws. This responsibilityincludes maintenance of statutory registers/files required by the concerned authoritiesand internal control of the concerned department.

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

I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these Secretarial Records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in theSecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. Where ever required I have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of the Management. My examination was limitedto the verification of procedures on test basis.

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

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

Annexure II

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

1) Calculation of CSR Amount:

Sr. No. Particulars Amount in lacs
1. Average Net profit for last 3 years 17393.72
2. CSR spending @ 2% of Average of last 3 years profit 347.87
3. Total Amount Spent during the Financial Year 375
4. Balance to be spent Nil

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

(Rs. in lacs)
Sr. No. CSR project or activity identified Sector in which the project is covered Projects or programs 1. Local area or other 2. Specify the state and district where projects or programs were undertaken

Amount outlay (budget) project or program wise

Amount spent on the projects or programs Sub-heads: 1. Direct expenditure on projects or programs 2. Overheads

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementation agency
1 Health & welfare fulfillment of travel wishes of sick children purchasing gifts of their choices etc. Donation to trusts that works with families infected/ affected by or at risk of HIV/AIDS organising Blood Donation Platelet Donation Adopting cancer patients under various schemes also partnering with NGOs to create awareness about childhood cancer. Sponsoring one off treatments of cancer and rare diseases for people of low income groups. Donations to trust to extend health support to disabled children. Promoting health care and sanitation Maharashtra Delhi

60

64.46

64.46

Implementing agency - Cox & Kings Foundation
2 Education workings towards providing primary education to underprivileged girl children donation towards School Academic Support Contribution towards upkeep of the school as well as catering to the nutritional requirements of the children Developmental delays Cognitive Disabilities & donation to various institutions for promoting education Promoting education Maharashtra

38.57

38.57

38.57

Implementing agency - Cox & Kings Foundation
3 Animal Welfare Purchase of Animal Ambulance Donation to Animal’s Trusts for rescues and treatment of stray animals. Measures for the benefit of Animal Welfare Faridabad Maharashtra

45

46.35

46.35

Implementing agency - Cox & Kings Foundation
5 Culture Restoration Work on Monasteries with historic importance. Donations towards repair and maintenance of these places. Protection of national heritage and art and culture Ladakh

20

20

20

Implementing agency - Cox & Kings Foundation
6 Rural Upliftment Working in drought prone areas by starting off drip irrigation and water conservation set ups to support the livelihoods of farmers and combating hunger. Eradicating poverty Maharashtra

27.35

26

26

Implementing agency - Cox & Kings Foundation
7 Women Empowerment Contribution to empowerment programmes for women to make them self sustainable through different vocational trainings. Sponsoring annual functions to recognize achievements of women from marginal background. Working with trusts to curb female foeticide in rural areas and taking care of the upbringing of the abandoned kids. Promoting gender equality and empowering women Maharashtra Rajasthan

31

31

31

Implementing agency - Cox & Kings Foundation
8 Contribution to Cox & Kings Foundation and other Trusts engaged in socio-economic development & funding terminally ill patients with low financial background. Financially backing up Not for Profit organisations which are involved in children’s education. Thus leading to education awareness. Measures for the benefit of Society Maharashtra

153.08

148.62

148.62

Implementing agency - Cox & Kings Foundation

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