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Cox & Kings Ltd.

BSE: 533144 Sector: Services
NSE: COX&KINGS ISIN Code: INE008I01026
BSE 00:00 | 19 Aug 6.61 -0.32
(-4.62%)
OPEN

6.59

HIGH

6.76

LOW

6.59

NSE 00:00 | 19 Aug 6.75 -0.35
(-4.93%)
OPEN

6.75

HIGH

6.75

LOW

6.75

OPEN 6.59
PREVIOUS CLOSE 6.93
VOLUME 3468049
52-Week high 211.90
52-Week low 6.59
P/E 0.78
Mkt Cap.(Rs cr) 117
Buy Price 6.61
Buy Qty 75333.00
Sell Price 6.61
Sell Qty 19667.00
OPEN 6.59
CLOSE 6.93
VOLUME 3468049
52-Week high 211.90
52-Week low 6.59
P/E 0.78
Mkt Cap.(Rs cr) 117
Buy Price 6.61
Buy Qty 75333.00
Sell Price 6.61
Sell Qty 19667.00

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

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2018.

1. Financial Performance

The Company's financial performance for the year ended March 31 2018 is summarised inbelow:

Particulars

Standalone Results

Consolidated Results

FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Net Sales & Other income 85289 74527 245081 222585
Profit before Taxation 28001 27718 69138 39563
Provision for Taxation 10396 9584 22221 17223
Profit After Tax 17605 18134 46917 22340
Proposed Dividend (inclusive of dividend tax) 2140 2162 2140 2162
Earnings Per Share ( Rs ) 9.97 10.27 21.33 8.32

2. Dividend

The Directors have recommend a Dividend of 20% ( Rs 1/- per equity share of Rs 5/-each) to be appropriated from the profits of the financial year ended March 31 2018subject to the approval of the shareholders at the ensuing Annual General Meeting. Thedividend if declared as above would involve an outflow of Rs 176564890 towardsdividend and Rs 36292913 towards dividend tax resulting in a total outflow of Rs212857803.

The dividend payout has been formulated in accordance with the Company's policy to paysustainable dividend linked to long-term performance keeping in view the Company's needfor capital for its growth plans and the intent to finance such plans through internalaccruals to the maximum. Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the said policy is available on Company'swebsite at https://www.coxandkings.com/ live/home/ Rslink=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447.

3. Material changes affecting the Company

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.

4. Overview of financial performance

In RsY 2017-18 we focused on growth and managed to grow all our businesses faster thanIn RsY 2016-17 in constant currency terms.

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

In this backdrop Cox & Kings' consolidated net revenues grew 9.9% yoy In RsY2017-18 more than double the growth of 4.4% In RsY 2016-17 as nearly all businesses keptup the momentum. The investments in advertising to grow our India retail business andstrengthening the leadership team in Meininger contained EBITDA growth at 4%. But theinvestments we have made should help us execute our plans to grow our revenues faster orenable us to change our business mix favourably in the next few years.

Leisure - India

FY 2017-18 was a year of major transformational reform implementation of GST. Thispreceded by the currency replacement programme led the GDP growth to slow down to 5.7% in1Q FY 2017-18 after recording 7.1% In RsY 2016-17. But we executed well and grew netrevenues by 12% y-o-y In RsY 2017-18 compared to 9.4% In RsY 201617. Since then India'sGDP growth has bounced back to 77% in Q$ FY 2017-18.

Our leadership and strong standing in the B2B segment has given us confidence that wecan now pursue market leading growth in the B2C segment. The Outbound segment continued towitness strong growth as air travel became affordable due to cheaper fares driven bycompetition including from low cost airlines. We believe with a wide choice of financingthis segment growth can actually accelerate further. The Domestic travel segment isgrowing rapidly too as connectivity is improving and the online travel booking sitesoffering a variety of discounts and cash back offers. Factors such as companies realisingthe importance of offering work- life balance to employees and channel partners greaterappreciation for being taken on a fun filled holiday with colleagues and counterparts asagainst cash rewards by the recipient creating long lasting memories thereby increasingassociation with the host organisation and building camaraderie are driving the MICEsegment growth. Business Travel has traditionally been strong for us due to our strongrelationships with corporates. Inbound business continued to follow past trends and hasgrown accordingly.

Leisure - International

In our international leisure operations we saw some stability in UK. Dubai continued towitness strong growth especially in the inbound segment as it continued to attractvisitors from their major source markets India China and Russia. Whilst revenues remainedmore or less steady we saw impressive increase in margins due to which EBITDA grew 15.5%y-o-y as we continued to reap the benefits of the reorganisation exercise carried out inlate FY 2015-16.

The ITB World Travel Trend reported a 6% growth in worldwide outbound travel in 20177.5% growth in the USA and 5.5% in Europe 5% in Asia-Pac as well as Latin America. For2018 it expects growth of 5% with stronger growth in Asia- Pac and Latin America.

Education

The Education division derives most of its business from the UK and hence theuncertainty related with Brexit continued to pose some challenge. But the team executedwell and the business recorded a growth of 6.3% y-o-y in gross revenues In RsY 2017-18after declining marginally In RsY 2016-17. The growth was led by both PGL ii. aswell NST/EST.

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

Meininger

Meininger's FY 2017-18 net revenues grew by 26% y-o-y in constant currency terms thehighest it has witnessed in the past five years on the back of an increase in bedcapacity of 25%. But it is aiming to increase its bed count from 10500 In RsY 2017-18 to25000 by FY 2021-22. Such exponential increase in capacity would require managementbandwidth. Hence it beefed up its leadership team In RsY 2017-18 which led to asignificant increase in salary costs. Consequently EBITDA was stable In RsY 2017-18.

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

Others

The visa processing business continued to build on its execution and managed to grownEBITDA to Rs 1000 Lakhs In RsY 2017-18 from a loss of similar amount In RsY 2016-17.

5. Other Updates:

I. 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 1397 Crore to Rs 2022 Crore as on March 31 2018. The Ratinghas been reaffirmed as CARE A1+ (A One Plus). Instruments with this rating indicate verystrong capacity for timely payment of financial obligations and carry lowest credit risk.

CARE has also reaffirmed and enhanced the long term bank facilities of the Company fromexisting Rs 1537 Crore to Rs 1787 Crore. 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.

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

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

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

In Cologne City Centre Hotel: Cox & Kings owned MEININGER Hotels hastransferred the operating lease on its Cologne City Centre Hotel. RHK living Gmbh will bethe new sole operator of the property under the brand name SMARTY Cologne City CentreHotel. MEININGER Cologne City Centre Hotel operated 172 beds. The property contributedabout 1.4 Milion Euros in gross revenues and about 0.15 Milion Euros of EBITDA per annum.Cologne remains an important potential location for MEININGER. The MEININGER group is inthe process of identifying several potential opportunities to expand in the city.

In Geneva: MEININGER Hotels signed an agreement for hotel in geneva. Thehotel will be located in close proximity to the city center. It will feature 104 rooms and368 beds and is expected to open in 2020. It will be the second MEININGER project inSwitzerland. The hotel group is going to open a hotel in Zurich in 2019.

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

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

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

In Glasgow: MEININGER Hotels has opened a hotel in Glasgow UnitedKingdom. The hotel is located on west George Street opposite Queen Street station and willoffer 160 rooms and 590 beds. The opening is scheduled for 2020.

iii. Trip 360

• Cox & Kings Ltd has been constantly innovating to bring new and dynamictravel products for its diverse customers. We launched Trip 360 which is an adventuretravel vertical that aims to help customers holiday in a sustainable way. With both easyand extreme adventure offerings Trip 360 has set a benchmark in India in the space ofadventure travel sports and activities.

Enable Travel: To cater specifically to the disabled travellers andsenior citizens Cox & Kings launched an Accessible Holiday Specialist brand calledEnable Travel. Being India's first Accessible Holiday Specialist Enable Travel providestravel solutions to travellers across disabilities including Wheelchair Bound VisionImpaired Hearing Impaired and Speech Impaired.

iv. Scheme of Arrangement

The Board of Directors of your Company vide resolution dated May 30 2017 approved thedemerger of its foreign exchange division into a separate financial service company Cox& Kings Financial Service Ltd. (CKFSL) under sections 230 - 232 of the Companies Act2013 read with Companies (Compromises Arrangements and Amalgamations) Rules 2016. TheCompany made an application to Stock Exchanges (BSE/ NSE) under Regulation 37 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 seeking theirapproval for the said Scheme of Arrangement. The BSE & NSE approved the said DemergeScheme vide their letter dated October 31 2017 & October 30 2017 respectively.

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

Pursuant to the Order dated March 26 2018 ("Order") of the Hon'ble Tribunala meeting of the Equity Shareholder of the Company ("Meeting") was convened andheld at Cultural Hall 4th Floor Y. B. Chavan Centre General Jagannath Bhosle Marg NearMantralaya Nariman Point Mumbai 400021 Maharashtra on Thursday May 10 2018 at 11:00a.m. (IST) for approving the Scheme of Arrangement

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

v. Delisting of Global Depository Receipts (GDR's)

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

vi. Sale of stake by Prometheon Enterprise Ltd.

(PEL) Subsidiary of the Company:

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

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

Holidaybreak houses the brands PGL NST EST Travel Works and Meininger. PGL and NSTare leaders in the experiential learning space in the UK and have taken the product toAustralia. The business is attracting strong volumes in inbound student traffic fromEurope and China. Meininger has evolved as the leader in the high growth hybridhotel-hostel space and is setting up new hotels at a rapid pace across major cities inEurope.

6. Consolidated Financial Statements

The consolidated financial statements of the Company & its subsidiary &associate which form part of Annual Report have been prepared in accordance with 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.

I n 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 companies become the subsidiaries of theCompany

1. CandK Tours SDN. BHD.

2. Cox & Kings Travel Limited Hong Kong

3. Cox and Kings Global Services Qatar

7. Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuing compliances with theprovisions of Section 134(3)

(c) read with Section 134(5) of the Companies Act 2013 in the preparation of annualaccounts for period ended on March 31 2018 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.

8. Directors and Key Managerial Personnel

As per the provisions of the Companies Act 2013 Mr. Anthony Bruton Meyrick Goodretires by rotation at the ensuing AGM and being eligible seeks reappointment.

Your Board is of the opinion that continued association with Mr. Anthony Bruton MeyrickGood with the Company will be of immense benefit to your Company and thereforerecommends his 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 briefprofile of Mr. Anthony Bruton Meyrick Good have been annexed to the Notice convening theAnnual General Meeting of the Company and the same forms an part of this Annual Report.

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

The Board of Directors on recommendation of Nomination and Remuneration Committee hasrecommended reappointment of above Directors as an Independent Director of the Companyfor a second term of 5 (five) consecutive years on the expiry of their current term ofoffice.

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

Nomination and Remuneration Policy for Directors Key Managerial Personnel and otheremployees is available at the website of the Company at https://www.coxandkings.com/live/home/ Rs link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447

Cox & Kings Limited I 35

Ms Urrshila Kerkar Executive Director Mr. Anil Khandelwal Chief Financial Officerand Ms. Rashmi Jain Company Secretary were appointed as the Key Managerial personal 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

9. Disclosure Related to Board Committee and Policies

Board Meetings: The Board met 5 times during the financial year. The meetingdetails are provided in the Corporate Governance report that forms part of this AnnualReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.

Board Evaluation: The Board of Directors has carried out an annual evaluation ofits own performance board committees and individual directors pursuant to the provisionsof the 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 independent directors was done by the entire board excluding theindependent director being evaluated.

Board Committees: As on March 31 2018 the Board has seven committees: the AuditCommittee the Stakeholders Relationship Committee the Nomination and RemunerationCommittee the Corporate Social Responsibility and Governance Committee the Riskmanagement Committee and Finance Committee. A detailed note on the composition of theBoard and its committees is provided in the corporate governance report section of thisAnnual 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 diverseboard in 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 policy of the Company ondirectors' appointment and remuneration including the criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under subsection (3) of Section 178 of the Companies Act 2013 is available onour website at https://www.coxandkings. com/live/home/ Rslink=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447.

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

10. Auditors And Auditors Report

M/s. D T S & Associates Chartered Accountants were appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the Annual General Meeting held onSeptember 21 2017. They have confirmed that they are not disqualified from continuing asAuditors of the Company.

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

11. Secretarial Audit Report

As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed Mr. Virendra Bhatt Practicing Company Secretary to conductSecretarial Audit of the Company for financial year 2017-18. The Secretarial Audit Reportfor the financial year ended March 31 2018 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 17 to 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 forms part of the Report.

15. Corporate Social Responsibility

It is your Company's intent to make a positive difference to society. As its 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. The CSR Policy may be accessed on theCompany's website at https://www.coxandkings. com/live/home/ Rslink=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447

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

16. Extract of Annual Return

I n accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure III to the Board's Report.

17. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

18. Business Responsibility Reporting

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from an environmental social andgovernance perspective is attached as a part of the Annual Report.

19. Particulars of contracts & arrangements made with related parties

All contracts/arrangements/ transactions with related parties are placed before theAudit Committee and also the Board for approval. Prior omnibus approval of the AuditCommittee and the Board is obtained for the transactions which are foreseen 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 any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Accordingly no transactions are being reported In Rsorm 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.

20. 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 beutilised by the recipient are provided in the standalone financial statement (Please referto Note 31 to the standalone financial statement).

21. 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

22. 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 anyvictimisation 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

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

23. Disclosure Under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

Your Company is committed to provide a safe and secure environment to its 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. 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.

24. Internal Financial Controls

The Company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and 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.

25. 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 62.59%
Non Executive Director Ratio to median remuneration
Mr. A.B.M. Good 0.65%
Mr. Aiay Ajit Peter Kerkar 0.57%
Mr. Pesi Patel 2.10%
Mr. S. C. Bhargava 2.12%
Mr. M Narayanan 2.08%
The percentage increase in remuneration of each director chief financial officer company secretary in the financial year:
Directors Chief Financial Officer & Company Secretary % increase in remuneration in the financial year
Mr. A.B.M Good 52%
Mr. Ajay Ajit Peter Kerkar 133%
Ms Urrshila Kerkar 23%
Mr. Pesi Patel 14%
Mr. S.C. Bhargava 7%
Mr. M Narayanan 6%
Mr. Anil Khandelwal (Chief Financial Officer) 10%
Ms Rashmi Jain (Company Secretary) 10%

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

9%

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

e. Average percentile increase already made in the salaries of employees other than 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 12%. 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 12%

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.

26. 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 19011 Lakhs (Previous Year- Rs 16024 Lakhs) ForeignExchange Outgo: Rs 755 Lakhs (Previous Year- Rs 834 Lakhs) (Other than in the normalcourse of the business as Tour Operator and Foreign Exchange Restricted Authorised Dealer)

27. Awards and Recognition

India - FY 2017-18

1 Amazing Thailand Award 2018 for Innovative Product

2 SATTE Awards 2018 for Best Outbound Tour Operator

3 Conde Nast Traveller India Readers' Travel Awards 2017 for India's favourite TourOperator

4 Hospitality India Awards for Best Domestic Tour Operator

5 Hospitality India Awards for Best Outbound Tour Operator

6 Outlook Traveller Award 2017 for Best Outbound Tour Operator

7 Travel + Leisure Awards 2017 for Best Luxury Travel Curator

8 World Travel Award for India's Leading Tour Operator

9 World Travel Award for India's Leading Travel Agency

10 World Travel Award for Asia's Leading Luxury Tour Operator

Subsidiaries - FY 2017-18

PGL

• Runners up in the School Travel Awards ‘Best Adventure Experience' (TheSchool Travel Awards recognise the best attractions destinations companies andpractitioners in the field of educational travel and learning outside the classroom(LOtC)).

NST

• Feefo Gold Standard Trusted Service Award 2018. Awarded to companies thatconsistently score 4.5 and above out of 5 on the customer referral platform.

• British Youth Travel Awards - Best Support Service Award winner 2017. The awardsrecognise the best suppliers in the industry.

• Continued to be accredited to Quality Management ISO 9001 - 2008 andEnvironmental Management ISO 14001-2004

28. General

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview.

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

• I ssue of equity shares with differential rights as to dividend voting orotherwise.

• I ssue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except Employees' Stock Options Plan referred to in this Report.

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

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

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

29. Acknowledgements and Appreciation

Your Directors take this opportunity to thank all investors customers 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
Place: Mumbai ABM Good
Date: May 28 2018 _ Chairman