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Cox & Kings Ltd.

BSE: 533144 Sector: Services
NSE: COX&KINGS ISIN Code: INE008I01026
BSE LIVE 15:40 | 23 Nov 254.60 -1.20
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259.90

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NSE 15:55 | 23 Nov 255.10 -2.05
(-0.80%)
OPEN

258.40

HIGH

260.90

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OPEN 257.10
PREVIOUS CLOSE 255.80
VOLUME 15787
52-Week high 305.50
52-Week low 159.10
P/E 23.36
Mkt Cap.(Rs cr) 4,495
Buy Price 254.60
Buy Qty 700.00
Sell Price 0.00
Sell Qty 0.00
OPEN 257.10
CLOSE 255.80
VOLUME 15787
52-Week high 305.50
52-Week low 159.10
P/E 23.36
Mkt Cap.(Rs cr) 4,495
Buy Price 254.60
Buy Qty 700.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders

Your Directors are pleased to present the Seventy Seventh Annual Report of your Companytogether with Audited Financial Statements for the financial year ended March 31 2017.

The consolidated financial statements for the year ended March 31 2017 have beenprepared in accordance with the Ind AS. Accordingly all the financial information for theyear ended and as at March 31 2016 has been restated on conform to Ind AS in thisreport.

1. FINANCIAL PERFORMANCE

The company's financial performance for the year ended March 31 2017 is summarizedbelow:

(` in lakhs)

Particulars Standalone Results Consolidated Results
2016-17 2015-16* 2016-17 2015-16*
Net Sales & Other income 74527 67360 222585 248905
Profit before Taxation 27718 25350 39563 14873
Provision for Taxation 9584 8812 17223 15671
Profit After Tax 18134 16538 22340 (798)
Proposed Dividend (inclusive of dividend tax) 2162 2038 2162 2038
Earnings Per Share (`) 10.27 9.36 8.32 2.92

* Figures changed for F.Y. 2015-16 according to Ind AS

2 DIVIDEND

The Directors are pleased to recommend a Dividend of 20% (`1/- per equity share ofRs.5/- each) to be appropriated from the profits of the financial year ended March 312017 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 `1765.65 Lakhs towards dividend andRs.369.46 Lakhs towards dividend tax resulting in a total outflow of Rs.2162.11 Lakhs.

The dividend will be paid to members whose names appear in the Register of Members ason September 15 2017. 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.

3. OVERVIEW OF FINANCIAL PERFORMANCE

In FY17 Cox & Kings Ltd has built upon its core strengths focused on quality ofgrowth and continued on its journey of unlocking value. The company is focused onbusinesses in which it is dominant and has further increased its market-leading positionacross divisions. The year presented several challenges such as Brexit terrorist attacksin some key geographies such as Brussels and London and political rumblings in Europe andthe US. Back in India the government's demonetization programme and finalization of theGoods and Services Tax (GST) led to significant volatility in the business environment.Cox & Kings successfully steered through all of these challenges and has emerged withhigher margins and a leaner balance sheet.

Cox & Kings' net revenues and EBITDA from continuing operations grew by 4% and 5%respectively in FY17 despite the translationary impact of the 9% depreciation of thepound sterling versus the rupee year over year (a substantial proportion of the company'snet revenues and EBITDA are denominated in pound sterling).

As part of the company's value unlocking focus the board approved the demerger of thehighly profitable Foreign Exchange division (which falls under Leisure - India) in June2017. Cox & Kings will retain a 19% stake in the demerged entity which will bechristened Cox & Kings Financial Service Ltd. (CKFSL). The balance 81% will bedistributed to Cox & Kings' shareholders pro-rata. The foreign exchange division willact as a springboard for CKFSL to pursue its own independent high-growth strategy. CKFSLwill be applying for an NBFC license and will commence new financial product lines relatedto the travel sector. The scale of the lending opportunity within the travel sphere isoutsized and fast-growing and CKFSL will be in pole position to tap into that growth.

The company's continued efforts to reduce debt were visible with gross debt reducing byRs.42705 lakhs to ` 367389 lakhs as of March 31 2017. Net debt to equity ratio nowstands at a low 0.6x.

Leisure - India

Leisure - India faced multiple challenges in FY17 including demonetization heightenedcompetitive activity introduction of biometrics for Schengen countries prior to peakseason depreciation of the rupee prior to peak season and finalization of GST. Despiteall these factors Leisure - India's net revenues grew by 9% and EBITDA grew by 11% y-o-yin FY17 much above peers. EBITDA margins expanded despite an environment of severe pricecompetition especially from online players.

Today Cox & Kings maintains a high-quality network of 13 own stores 156franchisees and 89 preferred sales agents. In addition the company has Business Travelimplants at client companies across the country and Foreign Exchange specialists acrosseach of its operating locations giving it an edge in terms of distribution.

The company's Outbound packaged holidays business continued to demonstrate stronggrowth as the trend of holidaying overseas is gaining prominence. Greater connectivitybetter affordability change in lifestyle habits and easy financing presents a robustoutlook for the outbound travel segment in India. Domestic travel continued to be afast-growing segment. The domestic tourism boom continues as the trend of frequent shortvacations is catching on apart from an increase in penetration. Meetings IncentivesConferences and Events (MICE) as a segment is also growing rapidly due to the company'sstrong service quality in the B2B segment. Business Travel (BT) grew substantially in FY17due to the company's dedicated sales force which ensure customized flexible solutions toits corporate customers. Inbound travel witnessed strong growth in FY17 while Foreignexchange division grew quite substantially.

Leisure – International

Leisure International operations are spread across Dubai UK US Australia and Japan.Leisure – International net revenues from continuing operations grew by 2% y-o-y inFY17 while EBITDA declined by 9% to `168 crores. Profitability was mainly impacted bydeclining consumer confidence in the UK due to Brexit and the impact of the weak poundsterling against other currencies which curtailed consumers' travel budgets there.However margins improved substantially in FY17 pursuant to the reorganization exercise inlate FY16. C&K Dubai performed very strongly in FY17 and now constitutes nearly halfof Leisure - International's EBITDA.

The outlook for global travel remains robust. ITB World Travel Trend reported a 3.9%growth in worldwide outbound travel in 2016 led by 11% growth in Asia 7% in the USA and2.5% in Europe. For 2017 WTTC expects higher growth of 4-5% with stronger growth fromEurope and continued growth in Asia and USA.

Education

Education was faced with multiple challenges in FY17 including Brexit and theconsequent decline in consumer confidence the impact of higher minimumNational-Living-Wage costs which could not be passed on immediately numerous terroristincidents in Europe which impacted travel sentiment and adverse geopolitical rumblings inEurope and the UK through the year. Despite all these factors Education division EBITDAin pound sterling terms rose by 2% y-o-y in FY17 on rising bed capacity and higheroccupancy.

Cox and Kings remains a world leader in experiential learning or outdoor learning. Thecompany's brands are market leaders in the UK which has among the most developed educationsystems in the world. The division caters to both primary school students as well assecondary school students with brands PGL and NST having become household names in theUK. The company has successfully expanded into Australia which offers high potential dueto similar preferences for outdoor learning over classroom learning as in the UK.

Meininger

Meininger was faced with a challenging geopolitical environment in Europe along withstagnant growth across the continent and numerous terrorist incidents including theBrussels airport attack (Meininger's Brussels property accounted for about 10% of bedcapacity in FY17). In the face of significant odds Meininger overall recorded 5%growth y-o-y in EBITDA in euro terms in FY17 on rising bed occupancy and operatingleverage.

Meininger Brussels itself saw a sharp bounce-back in bed occupancy over the yearwhich is testimony to the core strength of the Meininger business model. Meininger'sfull-year bed occupancy touched an all-time high of 76.8% in FY17.

The division added 1700 beds or 25% additional bed capacity within a three-monthperiod which boosted total bed capacity to 8553 as of March 31 2017.

Meininger's low capital intensity and remarkable resilience gives the companytremendous confidence to embark on an aggressive expansion plans over the next two years.The company is aiming to increase bed capacity to more than 15000 beds by the end ofFY19.

Others

Our visa processing services business (CKGS) turned around in FY17 on the back ofbetter fixed-cost absorption owing to higher revenues as well as tight cost control.

4. OTHER UPDATES:

i. Allotment of 72 50000 equity shares upon conversion of convertible warrants

The Company had pursuant to Board and Shareholders' approvals and other statutory andregulatory approvals issued and allotted 7250000 convertible preferential warrants toits Promoter group entity Standford Trading Private Limited on January 06 2015 at anissue price of Rs.309.82 per equity share. 25% of the issue price was paid on allotment ofwarrants in January 2015.

The Promoter group entity Standford Trading Private Limited applied for conversion of7250000 warrants into equity shares and have paid balance 75% i.e. Rs.309.82 per equityshare aggregating `1684646250 on May 24 2016.

The Company accordingly allotted 7250000 equity shares of Rs.5/- each to StandfordTrading Private Limited. Post allotment the paid up capital of the Company has increasedto Rs.882824450 divided into 176564890 equity shares of face value Rs.5 each. The newequity shares issued rank pari-passu with the existing equity shares.

ii. 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 `1082 Crores to `1122 Crores. The Rating has been reaffirmed asCARE 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 `1206 Crores to `1246 Crores. The Rating has been reaffirmed as CARE AA (DoubleA). Instruments with this rating indicate high safety for timely servicing of debtobligations and carry very low credit risk.

iii. During the year Meininger Subsidiary of the Company had signed contracts foropening of new Hotels

In Amsterdam City West: MEININGER hotel group signed an agreement for the thirdexpansion phase of its Amsterdam City West hotel. It has an excellent strategic locationnear Sloterdijk railway station one of Amsterdam's most important transport hubs. Thehotel is only a five-minute S-Bahn ride from the city centre and Schiphol Airport is 10minutes away.

In Brussels: MEININGER Hotels signed a lease contract with Nelson Canal for a hotel inBrussels. The hotel will be located on Rue Bara 101 close to the main railway station inBrussels. The hotel is expected to open in the fourth quarter of 2018 and will beMeininger's second hotel in Brussels.

In Heidelberg: MEININGER Hotels and Hirotani Projektgesellschaft mbH have signed acontract for a new hotel in Heidelberg Germany. The hotel will be located at theCarl-Benz-street 4-6 close to the central station. The opening of the first MEININGERhotel in Heidelberg is planned for the beginning of 2019 with a lease term of 20 years.

In Milan: MEININGER Hotels and leading Italian property company Beni Stabili SIIQ havesigned an agreement for a hotel in Milan. The building is situated at Piazza Monte Titanoin front of the Lambrate railway station. The MEININGER Hotel in Milan is going to be thesecond of the group in Italy. MEININGER will be opening a hotel in Rome next year.

In Russia: MEININGER Hotels signed a management contract with VIY Management for ahotel in Saint Petersburg. The hotel will be situated in Nikolskie ryady indoor markethall located on 62 Sadovaya Street in the Admiralteysky district.

IN Zurich: MEININGER Hotels and Losinger Marazzi AG have signed a contract for aMEININGER Hotel in Zurich. The hotel is going to be built at the south end of the city inthe new Greencity district. The hotel is expected to open at the end of 2019. It will bethe first hotel of the MEININGER Group in Switzerland.

iv. Opening of new Hotels by Meininger Subsidiary of the Company

In Leipzig: Meininger Hotels has opened a hotel in close proximity to Leipzig's mainstation. The hotel is located in the centre of Leipzig and is the perfect starting pointfrom which to explore the city.

Urban House Copenhagen becomes a MEININGER Hotel: MEININGER Hotels and Pandox AB signeda lease agreement for a hotel in Copenhagen. The Urban House Copenhagen is located in thehip and vibrant district of Vesterbro which is popular among young and creative peoplebecause of its numerous cafes wine bars restaurants clubs and galleries.

v. Roll Out of GST Model Law

In view of impending roll out of GST with effect from July 1 2017 the Company isgearing up to get itself to the tune of the new GST framework which will not only lead tochange in the indirect tax structure but shall also lead to change in the businessprocess/function. The Company had already obtained the provisional registration in respectof all its branches across the country. It has also started creating awareness amongst theteams of various segments its vendors and customers. The Company is also in the processof drawing implementation plan to get fully prepared & equipped under new regime.

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 featuresof the 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.

During the Year under review following company's become the subsidiaries of theCompany

Meininger Hotel Paris Porte de Vincennes SAS Meininger Hotel Russia Limited
Meininger Hotels (India) Private Limited Meininger Hotel Zurich AG
Meininger Hotel Milan Lambrate SRL Meininger Hotel Copenhagen ApS
Meininger Hotel Brussels Midi Station SA Meininger Hotel Milan City SRL
Meininger Hotel Lyon SAS Meininger Hotel Genf AG
Cox & Kings Global Services Private Limited UK Cox & Kings Financial Service Limited (formerly known as Cox & Kings Financial Services Limited)

6. 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 period ended on March 31 2017 and state that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(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.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Urrshila Kerkar Whole Time Director was appointed for a period of 5 years witheffect from August 31 2012 in terms of shareholders approval obtained at the SeventySecond Annual General Meeting held on September 22 2012 and accordingly her office termexpiry on August 30 2017. Your Board at its meeting held on May 29 2017 in accordancewith section 196 203 and applicable provisions of the Companies Act 2013 and Schedule Vthereto read with rules framed thereunder re appointed Ms Urrshila Kerkar as the WholeTime Director of the Company with revised remuneration for a period of five consecutiveyears with effect from August 31 2017 subject to approval of the Members of the Companyat the ensuing Annual General Meeting.

Mr. Ajay Ajit Peter Kerkar Director of the Company retires by rotation at theforthcoming Annual General Meeting in accordance with provisions of the Companies Act2013 and the Articles of Association of the Company and being eligible offers himself forre-appointment.

Your Board is of the opinion that continued association with Ms. Urrshila Kerkar andMr. Ajay Ajit Peter Kerkar with the Company will be of immense benefit to your companyand therefore recommends their reappointment.

In terms of Section 102 of the Companies Act 2013 Regulation 36 of the SEBI (ListingObligation and Disclosure Requirements ( Regulations) 2015 and the Secretarial Standardson the General Meetings issued by the Institute of Company Secretaries of India briefprofiles of Mr. Ajay Ajit Peter Kerkar and Urrshila Kerkar have been annexed to the Noticeconvening the Annual General Meeting of the Company and the same forms an part of thisAnnual Report.

The Company has also received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of the independence as prescribe 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.

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

8. DISCLOSURE RELATED TO BOARD COMMITTEE AND POLICIES

Board Meetings: Five 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 Board of Directors has carried out an annual evaluation of itsown performance board committees and individual directors pursuant to the provisions ofthe Act and the corporate governance requirements as prescribed by the Securities andExchange 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 allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofExecutive Directors and Non-Executive Directors. The same was discussed in the boardmeeting that followed the meeting of the Independent Directors at which performance ofthe board its committees and individual directors was also discussed. Performanceevaluation of independence directors was done by the entire board excluding theindependent director being evaluated.

Board Committees: Currently the Board has six committees: the Audit Committee theStakeholders Relationship Committee the Nomination and Remuneration Committee theCorporate Social Responsibly and Governance Committee the Risk management Committee andFinance Committee. A detailed note on the composition of the Board and its committees isprovided in the corporate governance report section of this Annual Report.

Familiarisation Programme: To familiarise the new directors with the strategyoperation and functions of the Company the Company make presentations to the newdirectors about the 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.

9. AUDITORS

The Statutory Auditors of your Company M/s. Chaturvedi & Shah CharteredAccountants were appointed to hold office until the conclusion of the ensuing 77thAnnual General Meeting.

The term of M/s. Chaturvedi & Shah Chartered Accountants Statutory Auditors ofthe Company will expire at the end of the ensuing 77th Annual General Meetingof the Company. M/s. Chaturvedi & Shah had been the Statutory Auditors of the Companysince 2007. As per the provisions of Section 139 of the Companies Act 2013 and rule 3 to6 of the Companies (Audit and Auditor) Rules made thereunder the Statutory Auditor firmwhose term expires shall be replaced by a new Statutory Auditor.

In terms of the requirement of Section 139 of the Act read with rules made thereunderthe Board of Directors of the Company on the recommendation of the Audit Committee hasappointed M/s. DTS & Associates Chartered Accountants (Firm Registration No. 142412W)as the Statutory Auditors of the Company in the Board Meeting held on May 29 2017 for aterm of 5 (five) consecutive years commencing from the conclusion from the ensuing 77thAnnual General Meeting till the conclusion of the 82nd Annual General Meetingto be held in year the 2022 subject to the approval of the shareholders in the ensuing 77thAnnual General Meeting. M/s. DTS & Associates Chartered Accountants have confirmedthat their appointment if made would be within the limits specified under Section141(3)(g) of the Act and that they are not disqualified to be appointed as statutoryauditor in terms of the provisions of the proviso to Section 139(1) Section 141(2) andSection 141(3) of the Act and the provisions of the Companies (Audit and Auditor) Rules2014.

The appointment of M/s. DTS & Associates Chartered Accountants as StatutoryAuditors shall be subject to ratification by the shareholders at every Annual GeneralMeeting during their term of of five years.

The Board places on record its appreciation for the services rendered by M/s.Chaturvedi & Shah as Statutory Auditors of the Company.

10. 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.

11. SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Virendra Bhatt Practicing Company Secretary to conductSecretarial Audit of the Company for financial year 2016-17. The Secretarial Audit Reportfor the financial year ended March 31 2017 is annexed herewith as Annexure I to thisReport. 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 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.

13. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis on Company's performance - industry trends andother material changes with respect to the Company and its subsidiaries pursuant toRegulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 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 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 from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated under the aforesaid Regulation 72 isattached to this Report.

15. CORPORATE SOCIAL RESPONSIBILITY

It is your Company's intent to make a positive difference to society. As its operationshave expanded to new geographies your Company has retained a collective focus on variousareas of CSR that impact the environment people and their health and society at large. Inparticular the Company focuses its efforts on promotion of education promotion of genderequality and empowering women improving health especially amongst children Ensuringenvironmental sustainability and Animal Welfare.

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

16. 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.

17. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report of the Company for the year ended March 31 2017forms part of this Annual Report.

18. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions with related parties are placed before theAudit Committee and also the Board for approval. Prior omnibus approval of the AuditCommittee and the Board is obtained for the transactions which are forseen and repetitivenature. All contracts/arrangements/transactions entered by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length 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 financial statements inaccordance 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 attention of the members to Note 29 to the financial statementwhich sets out related party disclosures.

19. 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 8 to the standalone financial statement).

20. 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 be viewedin the context of four categories Strategic Operations Reporting and Compliance. Weconsider 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 the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policies andsystems.

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

21. VIGIL MECHANISM/WHISTLEBLOWER POLICY

Vigil Mechanism Policy for Directors and employees of the Company is constituted toprovide a mechanism which ensures adequate safeguards to employees and Directors from anyvictimization on rising of concerns of any violations of legal or regulatory requirementsincorrect or misrepresentation of any financial statements and reports etc. The vigilmechanism/whistle blower policy may be accessed on the Company's website at the linkhttp://www.coxandkings.com/downloads/investor-relations/whistleblower-policy.pdf

22. 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 organization. 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. An Sexual HarassmentRedressal Cell has been set up as per the statutory requirements to redress complaintsregarding sexual harassment. The policy has set guidelines on the redressal and enquiryprocess that is to be followed by complainants and ICC whilst dealing with issues relatedto sexual harassment at the work place. All women employees (permanent temporarycontractual and trainees) are covered under this policy. Your Company has not received anycomplaint during the year.

23. 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 efficiancy of Internal Financial Control system in the company itscompliance with operating system accounting procedures & policies at all thelocations of the company. Based on their report of Internal Audit function correctiveactions in the respective area are undertaken & controls are strengthened. Significantaudit observations & corrective action suggested are presented to the Audit Committee.

24. 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 0.73%
Mr. Peter Kerkar 0.47%
Mr. Pesi Patel 2.48%
Mr. S. C. Bhargava 2.51%
Mr. M Narayanan 2.48%

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 48%
Mr. Peter Kerkar 67%
Ms Urrshila Kerkar Nil
Mr. Pesi Patel 18%
Mr. S. C. Bhargava 10%
Mr. M Narayanan 10%
Mr. Anil Khandelwal (Chief Financial Officer) 20%
Ms. Rashmi Jain (Company Secretary) 13%

c. The percentage increase in the median remuneration of employees in the financialyear: 5%

d. The number of permanent employees on the rolls of company: 2240

e. 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 15%. However during the course of the year thetotal increase in the managerial remuneration for the year was 8%.

f. 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.

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 ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.

25. 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:

` 16024 Lakhs (Previous Year `15330 Lakhs)

Foreign Exchange Outgo:

` 834 Lakhs (Previous Year Rs.671 Lakhs)

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

26. AWARDS AND RECOGNITION:

India - 2016-17

• World Travel Award to Cox & Kings for Asia's Leading Luxury tour operatorfor 2016

• World Travel Award for India's Leading Tour Operator for 2016

• World Travel Award for India's Leading Travel Agency for 2016

• Conde Nast Traveller India Readers' Travel Awards 2016 for India's FavouriteTour Operator for 2016

• Travel + Leisure Awards for Best Tour Operator for 2016

• Hospitality India Awards for Best Domestic Tour Operator for 2016

• Hospitality India Awards for Best Experiential Travel Company for 2016

• IATO Annual Convention for Best Brochure for 2016.

• IATO Annual Convention for Best CD for 2016

• Champions of ChinaPlas for Trade Fairs for 2016

• Marriott India Travel Awards 2016 for Excellence in partnership - Highest Growthover last year Global for 2016

• French Ambassodor's Travel Awards 2017 for Gold Award - Best growth in Frenchvia assuances for 2016-17

• Travel and Lifestyle Leadership Award 2016 presented by Lonely Planet for BestOutbound Tour Operator for

2016-17

• SATTE Awards 2017 for Best Outbound Tour Operator for 2016-17

• Sri Lankan Airline Top Agents Award for Passenger Sales for 2016-17

Subsidiaries - 2016-17

PGL

- Won ‘Best Adventure Experience' at the School Travel Awards. The School TravelAwards recognise the best attractions destinations companies and practitioners in thefield of educational travel and learning outside the classroom (LOtC).

NST

- Career Academy UK - Volunteer Organisation of the Year (Northern) 2017. Career Readyis a UK wide charity linking employers with schools and colleges to open up the world ofwork to young people.

- Quality Management ISO 9001 - 2008.

- Environmental Management ISO 14001 - 2004

- Excellence in Customer Service Nottingham Trent University

27. 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 29 2017