Dear Shareholders,

Your Directors have great pleasure in presenting the 76th Annual Report together with Audited 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 is summarized in below:

(Rs. in lacs)
Particulars Standalone Results Consolidated Results
2015-16 2014-15 2015-16 2014-15
Net Sales & Other income 54,276 48,059 2,35,191 256,909
Profit before Taxation 25,957 22,235 15,424 23,365
Provision for Taxation 9,022 8,117 15,896 14,326
Profit After Tax 16,935 14,116 (472) 9,039
Proposed Dividend (inclusive of dividend tax) 1,693 1,693 1,693 1,768
Earnings Per Share (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 of Rs.5/- each) to be appropriated from the profits of the financial year ended March 31, 2016, 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, if declared as above, would involve an outflow of Rs.1765.65 lacs towards dividend and Rs.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 as on September 16, 2016. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with the Company’s policy to pay sustainable dividend linked to long-term performance, keeping in view the Company’s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

2B. TRANSFER TO DEBENTURE REDEMPTION RESERVES:

As per requirement, your Company has transfered Rs.2.22 Lacs to Debenture Redemption Reserves.

3. OVERVIEW OF FINANCIAL PERFORMANCE

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

The consolidation of the business has helped us to streamline our focus on our four key verticals Leisure - India, Leisure - International, Education and Meininger.Cox & Kings Ltd.’ revenues from continuing operations grew by 7% y-o-y to Rs.2,03,510 lacs in FY16, while EBITDA grew 11% y-o-y to Rs.82,379 lacs. Reported PAT came in at Rs.5,394 lacs (as compared to a net profit of Rs.9,178 lacs in FY15); the reduced profitability is mainly as a result of goodwill write-off of Rs.74,766 lacs on sale of businesses.

Our total gross debt increased by Rs.32,073 lacs y-o-y to Rs.4,10,120 lacs as of March 31, 2016. However, this was merely a transient increase as the transaction of sale of effective 51% stake in Superbreak and Laterooms was completed on March 31, 2016 and the proceeds were utilized to repay debt after the financial year end. Moreover, there were some working capital movements that resulted in a temporary spike in working capital credit. Further, we invested in capacity expansion at our PGL business as well as in technology.

We reduced our net debt by Rs.11,780 lacs y-o-y in FY16. Our leverage ratios are now at very comfortable levels (net debt to equity of 0.7x) and the rates of our outstanding borrowings are low.

Leisure - India

Our Leisure - India business grew robustly during the year. Net revenues were up 13% to Rs.54,276 lacs, while EBITDA grew by 11% to Rs.26,272 lacs. EBITDA margins were slightly lower at about 48.4%.

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

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

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

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

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

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

Our foreign exchange business encompasses all transactions with our customers which involve 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 significant shareholder value creation and resulting in C&K becoming a leaner and more-focused enterprise today.

Our Leisure - International business from continuing operations grew robustly during the year. Net revenues from continuing operations were up 3% to Rs.35,350 lacs, while EBITDA grew by 15% to Rs.19,171 lacs owing to strong performances in our Dubai, UK and USA businesses. EBITDA margins rose by 550bps to 54.2%.

Leisure - International (including hived-off/discontinued operations) saw revenues grow by 4% y-o-y to Rs.67,348 lacs in FY16. EBITDA was lower by 20% y-o-y at Rs.18,778 lacs owing to significant expenditure on branding and marketing at our Laterooms and Superbreak businesses during the year prior to their sale.

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

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

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

Education

Net revenues in the Education business grew by 6% y-o-y in FY16 in constant currency terms, while EBITDA grew by 12% despite the challenging environment. In rupee terms, net revenues grew by 4% y-o-y to Rs.66,502 lacs in FY16 while EBITDA grew by 10% to Rs.28,648 lacs.

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

PGL now accounts for about three-quarters of the net revenues and EBITDA of our Education business. We are keen to invest in more PGL campuses as we believe this brand has tremendous longevity and the industry itself has very high barriers to entry. We have a fantastic health and safety record owing to which teachers and parents continue to repose their faith in us. We hosted a staggering 357,000 children at our campuses worldwide in FY16.

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

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

NST, EST, Studylink and TravelWorks brands account for about one quarter of our Education business net revenues and EBITDA. These brands resemble classical tour operations in that they are educational tours mainly for secondary school students. We have a substantial opportunity before us to apply our experience of delivering educational tours 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. Bed occupancy rates rose from 75.0% in FY15 to 76.6% in FY16 despite the unprecedented events in Paris and Brussels in November 2015. Average revenue generated per bed night across Meininger properties was EUR 28.4 in FY16, up 4% y-o-y.

In rupee terms, Meininger saw its net revenues grow by 2% to Rs.36,416 lacs in FY16. EBITDA grew by 9% to Rs.13,357 lacs. The weak euro kept the rupee rates of growth subdued.

Meininger’s unique selling proposition is to deliver a clean, safe stay for as little as EUR15 per night. Europe is the world’s largest lodging market and we expect Meininger 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 is uniquely high on parameters such as return on capital invested. We believe Meininger will be a significant growth driver for the company over the medium to long term. There is a large vacuum in the branded hotel rooms market in Europe. A large proportion of the hotel room inventory in Europe belongs to ‘mom & pop’ establishments where service levels are low and declining. The hybrid hotel sector is attracting growth capital owing to the size of the extant opportunity; moreover, the business has proved to be resilient even in the face of the European recession.

Others

The ‘Others’ portion of our business substantially relates to our visa processing business. This business generated revenues of Rs.10,966 lacs in FY16 versus Rs.8,562 lacs in FY15.

Human Resources

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

Training and Development

Through our comprehensive induction program, we help our new employees to blend into existing system with a strong positive mindset. The new joinees, through a mix of well-developed training and interactive programs, are familiarized with the company, the management, processes, policies and procedures.

We conduct both technical and soft skill programs throughout the year to help our employees add skills, gain confidence and become a more effective team player. Keeping in mind the highly dynamic nature of the industry, during the year we conducted training on smart selling, team building, time management and various other trainings across junior management and middle management.

Employee Engagement

This is a key high light in C&K and includes an annual theme towards promoting health and wellness, Safety and security, and saving natural resources and ecological balance.

Through Employee engagement & connect initiatives HR aims:

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

• To create a high energy working environment

• To encourage increased productivity & performance

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

With this in mind, many employee engagement initiates were planned and executed at all our offices. Programs on health and safety, festive activities and competition, sports events 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 the express objective of including the C&K team in unfurling a new direction for the future, in discovering new horizons. People are the strength of any service industry and over time become treasure troves of knowledge that most often goes untapped.

We invited innovative business ideas from the employees and to channelize thoughts a few directives were given in terms of expected outcomes. These were business process improvement, customer satisfaction, operations efficiency, cost cutting, quality and energy savings. The broader objective was to engage with employees across levels and make them 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 our human resource development strategy.

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

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

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

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

Information Technology

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

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

C&K’s strategic focus factored the technological advancements in internet space, mobile and call centre as a complimentary bouquet to service retail as well as wholesale/institutional segments. Our Branch, Franchisees and call centre will be supported by telephony automation and integration with CRM systems to enable more effective & efficient customer services. In one of the last years Gartner survey which was conducted across various industries it has clearly outlined that the telephony automation has led to significant improvement in customer experience.

During the year, C&K has also further enhanced its usage of Social Media to connect with customers directly. Now, customers feedback and inputs on our products and services helps us design customer centric products and enhance our service levels to our customers. Furthermore we are in the planning stage to adopt implementation of data analytics to identify and narrow down customer requirements and preferences to such a granular level that 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 the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the period ended on March 31, 2016 and state that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC-1 is provided as annexed to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.

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

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

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

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

7. CHANGES IN SUBSIDIARIES & ASSOCIATES:

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

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

 

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

8. CREDIT RATING:

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

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

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

9. OTHER UPDATES:

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

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

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

MEININGER Hotel Berlin Tiergarten will be part of the mixed-use development Schultheiss Quartier consisting of approximately 120 retail shops and offices. The shopping and service centre is located on the premises of the former Schultheiss Brewery. It is set to feature 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 Hotel In Munich Near The Olympic Park The MEININGER Hotel Munich Olympic Park is going to be the second MEININGER hotel in Munich and is scheduled to open by the end of 2017. Due to its location at the Mittlerer Ring, which offers connections to all main motorways, the hotel is easily accessible from all directions. The Central Station can be reached within 10 minutes 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 San Martino della Battaglia near to the Termini train station. It is expected to open in early 2017.

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

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

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

Focusing on the strategy of becoming a leading Leisure & Education travel group and to have a global footprint with market leadership positions in its core business, your Company sold the Explore Worldwide Limited, one of the subsidiary of Holidaybreak Limited to Hotelplan UK Group for a total consideration GBP 25.8 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 million and EBITDA of GBP 2.3 million in FY15 ended March. c. Divestment of 51% stake in Late Rooms and Superbeak

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

Under the terms of the transaction, the Group purchased a 49% stake in Malvern Enterprises UK Ltd. (Malvern) for GBP 6.37 million. Malvern subsequently purchased 100% of the issued and outstanding shares of Laterooms for GBP 20.0 million. In addition, Malvern purchased 100% of Superbreak, a subsidiary of C&K’s 65.58%-owned subsidiary Holidaybreak, for GBP 9.25 million. A Europe-based private equity investor is the majority 51% owner in Malvern. The Group expects Malvern to derive substantial synergies from its combined 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 Malvern will be accounted for as an Investment in Associate Company, with its proportionate share of profit/(loss) reflected in C&K’s P&L from FY17 onwards.

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

During the year, your Company has entered into a alliance with InterGlobe Technology Quotient, a strategic business unit of InterGlobe Enterprises, for accessing its Galileo platform.

The agreement, enables Cox and Kings to continue to use Galileo Platform to distribute, manage and book travel management services for its customers. This tie-up enables the Company to continue to drive immense benefits from the latest product offerings and innovative tools of Galileo, such as Smartpoint, Travelport Rooms and More and Universal API to increase their efficiency. These products are aimed to enhance the shopping experience for the Company and also provide exceptional options to their customers. Your Company will also continue to use the advanced technology of Travelport and their online solutions as well.

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

Tours Limited

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

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

10. DIRECTORS

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

The Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under 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 Independent Directors are liable to retire by rotation.

11. KEY MANAGERIAL PERSONNEL

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

12. DISCLOSURE RELATED TO BOARD, COMMITTEE AND POLICIES

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

Board Evaluation: The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations, ability to identify the cost benefits and implications of Board decisions etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, & Executive Directors were carried out by the independent Directors. The Directors expressed their satisfaction with the evaluation process.

Board Committees: Currently the Board has six committees: the Audit Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility and Governance Committee, the Risk Management Committee and Finance Committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report Familiarisation Programme: To familiarise the new directors with the strategy, operation and functions of the Company, the Company make presentations to the new directors about the Company’s strategy, operations, product and service offering, market, organisation structure, finance, human resources, technology, quality, facilities and risk management. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.coxandkings.com/ downloads/investor-relations/familiarisation-programme-for-independent-directors.pdf.

Board diversity: Your company recognises and embraces the importance of a diverse board in its success. We believe that a truly diverse Board will leverage difference in thoughts, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age ethnicity and gender which will help us retain our competitive advantages. The Board has adopted the Board Diversity Policy which set out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on website of the Company at the link: http://www.coxandkings.com/ downloads/investor-relations/board-diversity-policy.pdf.

Company policy on Directors Appointment and Remuneration: The Company has in place Nomination & remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with rules made thereunder and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The details relating to the same forms part of Corporate Governance Report forming part of this Annual Report.

The Committee had formulated a policy on Director’s appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a Director.

13. AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for the re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the 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 self explanatory and does not call for any further comment. The Auditor’s Report does not contain any qualification, reservation or adverse remarks.

15. SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company for financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure I to this Report. 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 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

17. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

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

18. CORPORATE GOVERNANCE

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

19. CORPORATE SOCIAL RESPONSIBILITY

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

Detailed information on the initiative of the Company towards CSR activities is provided 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 prepare Annual Return for the previous financial year. Under subsection (3) of the said Section, it 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 the Director Report.

21. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

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

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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

23. RISK MANAGEMENT POLICY

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

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces.

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

24. VIGIL MECHANISM/WHISTLEBLOWER POLICY

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

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

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organisation. Your Company has in place an Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your Company has not received any complaint during the year.

26. INTERNAL FINANCIAL CONTROLS

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

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

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

financial year:

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

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

financial year:

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

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

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

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

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

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 at the 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 the company in comparison to the

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

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

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

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

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

Increase in the managerial remuneration for the year was 18% j. Comparison of each remuneration 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 the directors:

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

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

l. The ratio of remuneration of the highest paid director to that of employees who are not directors but receive

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

None

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

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

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

The Company has no activity relating to conversation of energy or technology absorption. The Company 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. 14,629 Lacs (Previous Year Rs.8,733 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 Exchange Restricted Authorised Dealer)

29. AWARDS AND RECOGNITION:

India - 2015-16

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

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

• The Pacific Asia Travel Association (PATA) Gold Award 2015 to Cox & Kings for ‘Grab Your Dream’ in the Marketing -Adventure Travel Category - September 8, 2015

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

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

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

• Air China Top Agent Award to Cox & Kings

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

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

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

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

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

• British Travel & Hospitality Hall of Fame membership to Peter Kerkar - April 13, 2015

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

Subsidiaries - 2015-16

Cox & Kings Travel, UK

British Travel Awards (2015):

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

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

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

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

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

Acquisition International Magazine:

• Best Luxury Holiday & Tour Operator 2016

Seven Stars Luxury Hospitality and Lifestyle Awards:

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

Cox & Kings, USA

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

Holidaybreak- PGL Division

• Studylink achieved ISO 9001, ISO 14001;

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

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

Holidaybreak-Meininger Division

• MEININGER Hotel Berlin Mitte Humboldthaus: ‘Hostelword’ Best Extra Large Hostel Worldwide, Nominee;

• MEININGER Hotel Berlin Airport: Booking Award 8.5;

• MEININGER Hotel Brussels City Center: ‘Hostelworld’ Most Popular Hostel in Brussels, Winner;

• MEININGER Hotel Brussels City Center: ‘Hostelworld’ Best Extra Large Hostel Worldwide, Nominee.

30. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank all investors, customers, vendors, banks/financial institutions, regulatory and government authorities and Stock Exchanges for their consistent support and encouragement to the Company. The Directors also place on record their sincere appreciation to all employees of the Company for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

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

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016

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

The Members, Cox & Kings Limited

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

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

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

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings

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

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015

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

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

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

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

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

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

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

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

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

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

(a) The Payment of Wages Act, 1936

(b) The Minimum Wages Act, 1948

(c) Employees State Insurance Act, 1948

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

(e) The Payment Of Bonus Act, 1965

(f) The Payment of Gratuity Act, 1972

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

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

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

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

I further report that I rely on statutory auditor’s reports in relation to the financial statements and accuracy of financial figures for, Sales Tax, Wealth Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under financial statements, Accounting Standard 18 and note on foreign currency transactions during our audit period.

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

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

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

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

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

I further report that:

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

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

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

4. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

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

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

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