Dear Shareholders,

Your Directors are pleased to present the 75th Annual Report and the audited financial statement for the financial year ended March 31, 2015

Financial Performance

The company’s financial performance, for the year ended March 31, 2015 is summarized below:

(Rs.in lakhs)

Particulars Standalone Results Consolidated Results
2014-15 2013-14 2014-15 2013-14
Net Sales & Other income 48,059 47,256 256,909 235,066
Profit before Taxation 22,235 19,295 23,365 61,334
Provision for Taxation 8,117 8,027 14,326 16,428
Profit After Tax 14,117 11,268 9,178 38,317
Proposed Dividend (inclusive of dividend tax) 1,693 1,597
Earnings Per Share () 9.56 8.25 6.22 28.07

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 31st, 2015, 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. 1693 Lacs towards dividend and Rs. 354 Lacs towards dividend tax, resulting in a total outflow of Rs. 2047 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 18th September, 2015. 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.

Company’s Performance

FY15 has been a year of growth and consolidation for the Group. The business displayed robust growth, with especially strong contributions from the Education business. In the leisure space, despite a relatively tepid global growth environment, C&K brands displayed a robust increase in revenues together with steady profitability. During the year, your Company strengthened the Balance Sheet through strategic divestitures and a qualified institutional placement (QIP) of equity shares; as a result, group gross debt fell from Rs.5,584 crores at the end of FY14 to Rs.3,780 crores as of March 31, 2015. Group net revenues (excluding Camping) grew by 15% y-o-y to Rs.2,271 crores in FY15 while profit before exceptional items and tax stood at Rs.542 crores in FY15, down 18% y-o-y from Rs.659 crores in FY14. However, on a normalized basis, i.e. excluding forex gains or losses, profit before exceptional items and tax stood at Rs.542 crores in FY15, up 24% y-o-y from Rs.439 crores in FY14. The Company’s consolidated net profit after tax, exceptional items, minority interests and share of income from associates was lower year-on-year by 76% at Rs.92 crores, as compared to Rs.383 crores in the prior year. Exceptional items included a net loss of Rs.202 crores on the sale of Camping division, a one-time charge of Rs.102 crores on cancellation of forward hedges on acquisition debt, and a restructuring charge of Rs.4 crores.

Leisure – India

C&K Leisure – India business grew robustly during the year. Net revenues were up 15% to Rs.481 crores, while EBITDA grew 14% to Rs.236 crores. EBITDA margins were stable at ~49%.

Your Company continues to further entrench its dominant position in the holiday market, with customers preferring us for our wide bouquet of travel destination choices delivered across multiple price points. Today C&K operates through our powerful network of 12 own stores, 142 franchisees and 90 preferred sales agents. Your Company’s market share has been growing steadily over the last few years as we grow at rates faster than the industry. Your Company sheer size enables us to secure the best possible deals from airlines, hotels and other vendors, which in turn enables the Company to offer the best value proposition to the Indian traveller.

Your Company’s B2B businesses also performed well this year as it invested aggressively in strengthening its relationship with key customers. Meetings, incentives, conferences and events (MICE) are now a routine part of corporate culture and we see a bright future for this business as the economy grows. We are also very strong in Business Travel, offering the best-value, customized, flexible solutions to our corporate customers.

While inbound business did not grow rapidly in FY15 we believe over the long term this business may be a significant growth driver as the Indian government increasingly views tourism as a key avenue of employment generation.

Leisure – International

C&K Leisure – International business grew steadily during the year. Net revenues were up 6% to Rs.650 crores, while EBITDA grew 9% to Rs.236 crores; EBITDA margins rose slightly to ~36%. Growth was driven mainly by U.K. and U.S. geographies. The outlook for this business is positive due to higher tax-free withdrawals of annuities allowed for U.K. pensioners from April 2015, a stronger pound, and stability in U.K. politics.

Although this business has historically grown at a slower rate than other businesses, it occupies a niche position in several markets and produces a steady stream of cash flow. Leisure – International also enjoys a substantial amount of repeat business. C&K continues to leverage the strong vendor relationships across all the Leisure – International subdivisions to deliver the best value for our customers around the world.

According to WTTC, the global travel market direct contribution to GDP is likely to grow by 3.9% p.a. over 2015e-2025f. In recent years, the global travel market has outpaced so called ‘hot’ sectors such as financial services, healthcare and automotives, according to WTTC. More tourists than ever are crossing international borders every year, 1.14 billion in 2014 alone. Direct international receipts from tourism have reached US$1.38 trillion in 2014; this is expected to grow at 4.2% p.a. over 2015e-25f to reach US$2.14 trillion.

Businesses denominated in U.K. pound sterling dominate the revenue line, amounting to as much as 60% of the overall net revenues. Your Company U.S., Australia and U.A.E. businesses account for about ~10% each, while Japan and others make up the rest. The diversified nature of revenue streams by product lines and geographies makes this business an important cog in the wheel.

Education

Education business grew strongly in FY15. Net revenues were up 19% at Rs.640 crores, while EBITDA grew 16% to Rs.262 crores, driven by strong performances at both PGL and NST.

At PGL, the Company continues to take market share from the state-funded sector in the U.K. as local education authorities suffer from budget cuts. We are also increasing capacity utilization by introducing new programs during the summer-holiday period and during the shoulders of winter. We are also introducing new programs and packages to increasing our capacity utilization during the weekends. The performance of the Australia division, now in its second year of operation, has been in line with internal expectations.

The NST business grew very strongly this year, partly because of the benefit of two Easter holiday periods falling within one financial year.

The long-term outlook for Education business is robust 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. We are pioneers in the business of experiential learning. The classroom method of learning is increasingly redundant in the 21st century and we intend to capitalize on the tremendous organic growth opportunities in this business by introducing our skills and brands in multiple geographies over the medium term.

Meininger

The Meininger hybrid hotels business grew reasonably well in FY15. Net revenues were up 8% at Rs.356 crores, while EBITDA grew 25% to Rs.124 crores, driven by higher occupancy and consequently higher average bed rates.

Meininger’s ability to deliver a clean, safe stay for as little as EUR15 per night in city-centre locations is a tremendous value proposition for our guests. The business enjoyed a high bed occupancy rate of 75% in FY15, up 420bps y-o-y.

Your Company believe Meininger will be a significant growth driver for C&K over the medium to long term. In order to spearhead our expansion we have tied up with Europe’s largest real estate investment trust (REIT), Fonciere des Murs

(FDM). FDM has committed to buy properties worth EUR400m throughout Europe over the next four years, which will be converted into Meininger hotels. We currently run ~7,000 beds and we intend to add aggressively over the next four years and beyond, both within Europe as well as outside.

Others

The ‘Others’ portion of the business substantially relates to outsourced visa processing services to diplomatic missions around the world. This business generated revenues of Rs.86 crores in FY15 versus Rs.32 crores in FY14. The business reported an EBITDA loss of Rs.46 crores in FY15 versus an EBITDA loss of Rs.22 crores in FY14. For the full year FY15 we incurred some sizeable start-up costs associated with a marquee contract to process India visas in the US.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) -21 on Consolidated Financial Statement read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiaries & Associates

During the year, the Board of Directors reviewed the affairs of the Subsidiaries. In accordance with the Section 129(3) of the Companies Act 2013, your Company has prepared the consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided to the consolidated financial statement and hence not repeated here for the sake of brevity. Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management’s Discussion and Analysis Report.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link http://www.coxandkings.com/downloads/investor-relations/material-subsidiary-policy.pdf.

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

Companies which have become subsidiaries during the financial year 2014-15

1. Cox and Kings PGL Camps Pty Limited

2. Meininger Finance Co Limited

3. Meininger Paris SCI

4. Superbreak Mini-Holidays Transport Limited

Companies which ceased to be subsidiaries during the financial year 2014-15

1. Greenbank Holidays Limited
2. RM & Reise Marketing & Services GmbH
3. Parkovi Sunca d.o.O.
4. Camping in Comfort BV
5. Keycamp Holidays Netherlands BV
6. Keycamp Holidays (Ireland) Limited
7. Eurosites AS
8. Holidaybreak Reisevermittlung GmbH (formerly Eurocamp Travel GmbH)
9 Depot Starvillas SARL
10. Eurocamp Independent Limited
11. Eurocamp Limited
12. Eurocamp Travel (Schweiz) AG
13. Eurocamp Travel BV
14. Camping Division Limited
15. Sites Services SARL
16. Greenbank Packages Limited
17. Greenbank Services Limited
18. Own A Holiday Home Limited
19. Holidays Limited
20. Select Sites Limited
21. Starvillas Limited
22. Chalets de France Ltd
23. GHL Transport Limited
24. Eurosites BV
25. Prometheon Holdings Ltd

Other updates

a. Qualified Institutional Placement

During the year, under review your company successfully placed 3,27,87,000 equity shares through the process of Qualified Institutional Process (QIP) and raised an amount of Rs. 1000 crores consequent to the above.

b. Preferential Allotment

On 6th January, 2015, the Company had issued and allotted 72,50,000 Warrants to Standford Trading Private Limited, a promoter group entity, entitling for subscription of equivalent number of equity shares of Rs. 5/- each at a price of Rs.309.82/- per Warrant including premium of Rs. 304.82/- aggregating to Rs. 224.61 Crores .

The warrants has the option of converting into the equity shares of the Company within a period of 18 months. The Warrants on conversion into equity shares shall rank pari-passu with the existing equity shares of the Company.

c. Sale of Camping Division by Holidaybreak Limited, Subsidiary of the Company

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, the Company sold the Camping Division of its subsidiary Holidaybreak Limited to Homair Vacances for a total consideration 89.2 mn in September 2014. The Camping Division provided outdoor family holidays on over 170 third-party owned campsites across 12 European countries. Your Company had acquired the Camping Division as part of its acquisition of Holidaybreak in 2011.

d. PGL opens its second center in Australia

During the year, PGL, a subsidiary of Holidaybreak Ltd, the European Education and Leisure specialist group added its second site, Camp Rumbug in Australia, as part of its plan to expand in Australia.

Camp Rumbug is located in the majestic hills of South Gippsland, two hours south-east from Melbourne’s central business district and is set on 200 acres of temperate rainforest overlooking Wilsons Promontory National Park. Accommodation comprises of a total of 260 beds in two purpose-built buildings. PGL’s first centre in Australia Campaspe Downs is located on the outskirts of the Macedon Ranges, close to Kyneton an hour’s drive north from Melbourne. PGL Campaspe Downs offers 350 beds. Local attractions include Hanging Rock, Organ Pipes National Park and Mt Macedon National Park, as well as historic townships and museums.

PGL has been operating school camps, adventure centres and retreats in the UK and Europe since 1957. PGL operates 25 centres in the UK, Europe & Australia.

e. Meininger

During the year, MEININGER Holding GmbH, subsidiary of the Company and Foncire des Rgions, through its subsidiary Foncire des Murs, formed a commercial partnership in respect of the sourcing by MEININGER and acquisition by Foncire des Rgions of hotel property investment opportunities primarily in European gateway cities, to be leased to and managed by MEININGER under the “MEININGER” brand. Primary cities targeted include Amsterdam, Barcelona, Brussels, Berlin, Geneva, Hamburg, Frankfurt, London, Madrid, Milan, Munich, Paris, Rome, Vienna and Zurich, In addition other cities in both Western and Eastern Europe where the MEININGER brand is likely to be popular are also planned for expansion.

MEININGER will operate these hotels under its brand in a lease structure. MEININGER will also provide other services appropriate to its brand.

f. Rating

CARE, the rating agency, has upgraded the rating of Long Term Bank Facilities and issue of Non-Convertible Debentures of the Company to ‘CARE AA’ (Double A) from the exiting ‘CARE AA-’ (Double A Minus). Instruments with this rating indicate high degree of safety for timely servicing of debt obligations and carry very low credit risk.

CARE, has also enhanced the Commercial Paper issue of the Company from the existing Rs.750 Crores to Rs.825 crores. The rating to the Commercial Paper issue has been reaffirmed to the highest short term rating, ‘CARE A1+’ (A One Plus). Instruments with this rating indicate very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk.

g. Change of Depository for GDR issue from CitiBank NA to Bank of New York and Mellon (BNY)

With effect from 20th January, 2015, The Bank of New York Mellon, had been appointed as successor depositary to Citibank, N.A by the Company for its Global Depositary Receipt (GDR) program. The GDR of the Company are listed on Luxembourg Stock Exchange.

h. Completion of comprehensive refinancing

During the year under review, Holidaybreak Limited completed a comprehensive refinancing of Holidaybreak Limited and Prometheon Holding (UK) Limited banking facilities. The new 245 millon facility is provided jointly by Holidaybreak’s existing lenders and new lenders.

The refinancing removes legacy acquisition finance debt, reduces finance costs, simplifies considerably the borrowing arrangements, enhances covenant flexibility, extends the maturity to September 2019 and September 2020, and diversifies the sources of lending. Prometheon Holding (UK) Limited debt facilities have been repaid in full and as a consequence the corporate guarantee from Cox & Kings Ltd. against this loan is released.

Your Company had acquired Holidaybreak Limited, the Education Activity and Leisure Specialists travel group in 2011 through its subsidiary Prometheon Holdings (UK) Limited.

i. Re-financing by subsidiary Company Prometheon Enterprise Limited

During the year under review, Prometheon Enterprise Limited, wholly owned subsidiary of the Company, refinanced US$ 200 millon facility for a tenor upto 2021. The debt replacement plan achieves following key benefits for the company:–

1. The loans being repaid had an average maturity of 2.50 years whereas the new loan has an average maturity of 5.17 years.

2. The new loan provides interest savings by improving the IRR.

j. 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 August 2015 and onwards.

Directors

Reappointments: In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. ABM Good, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Declaration by Independent Directors: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Board Evaluation: The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The evaluation of all the Directors and the Board was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Board Evaluation Process

The performance evaluation of the Board, its Committees and individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, its Committees and individual Directors.

The Chairperson of the “Nomination and Remuneration Committee” (NRC) held discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors. Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the NRC.

Some of the key criteria for performance evaluation, as laid down by the NRC were as follows-

Performance evaluation of Directors:

• invests time in understanding the company & its unique requirements.

• Demonstates professional behaviour, prudence & diligence consistently

• Possesses knowledge of financial & other performance metrics for reviewing the organisation performance • brings in external knowledge & perspective to the table for discussion

Performance evaluation of Board and Committees:

• Board structure and composition

• Degree of fullment of key responsibilities

• Establishment and delineation of responsibilities to Committees

• Effectiveness of Board Processes, Information and Functioning

• Board Culture and Dynamics

• Quality of relationship between the Board and Management

• Efficiency of communication with External Stakeholders

• Contributes effectively towards development & periodic review of organisation strategy.

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.

Board Meetings: Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed 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, in the case of a listed company, 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.

Board Committees

Your Company has constituted the following Committees:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility and Governance Committee

• Risk Management Committee

a. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement and Section 177 of the Companies Act 2013. The Audit Committee oversees of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

Composition of the Audit Committee:

Sr. No. Name Category
1 Mr. M. Narayanan (Chairman) Independent, Non Executive
2 Mr. Pesi Patel Independent, Non Executive
3 Mr. S. C Bhargava Independent, Non Executive
4 Mr. A. B. M. Good Non Executive

All the recommendation of the Audit Committee has been accepted by the Board.

b. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of shareholders’/investors’/security holders’ complaints. The Committee also monitors the implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

Composition of the Stakeholders Relationship

Sr. No. Name of Director Executive/Non Executive
1 Mr. Pesi Patel (Chairman) Independent, Non Executive
2 Mr. M. Narayanan Independent, Non Executive
3 Mr. S. C Bhargava Independent, Non Executive
4 Mr. A. B. M. Good Non Executive

c. Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Composition of the Nomination and Remuneration Committee is as under

Sr. No. Name of Director Executive/Non Executive
1 Mr. Pesi Patel (Chairman) Independent, Non Executive
2 Mr. M. Narayanan Independent, Non Executive
3 Mr. S. C Bhargava Independent, Non Executive
4 Mr. A. B. M. Good Non Executive
5. Mr. Peter Kerkar Non Executive

The details of Nomination and Remuneration Policy of the Company is available on the website of the Company at www.coxandkings.com

D. Corporate Social Responsibility and Governance Committee

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘corporate social responsibility policy’, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

Composition of the Committee

Sr. No. Name of Director Executive/Non Executive
1 Ms. Urrshila Kerkar Executive
2 Mr. Peter Kerkar Non-Executive
3 Mr. S.C. Bhargava Independent, Non Executive

E. Risk Management Committee

The Risk Management Committee (RM Committee) was constituted by the Board on 20th November 2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements of Clause 49 of the Listing Agreement.

Composition of the Committee

Sr. No. Name of Director Executive/Non Executive
1 Mr. Peter Kerkar Non-Executive
2 Mr. Pesi Patel Independent, Non Executive
3 Mr. S.C. Bhargava Independent, Non Executive

Auditors and Auditors’ Report

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.

The notes on Financial Statement referred to in the Auditors’ Report are self explanatory and does not call for any further comment.

Secretarial Audit Report

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company for financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31st, 2015 is annexed herewith as Annexure I to this Report. The Secretarial audit Report does not contain any qualification or adverse remark.

Fixed Deposits

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 during the year.

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 Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

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.

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.

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.

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 standalone financial statement which sets out related party disclosures.

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).

Risk Management

Risk Management and Compliance processes form an integral part of your Company. A sound risk management framework improves decision making, defines opportunities and mitigates material events that may impact shareholder value. The Group’s risk management framework outlines risk management processes by way of a guideline for adoption across the various businesses, helping in identifying, assessing and mitigating risks that could materially impact the individual entity’s performance in achieving its stated business objectives.

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

Vigil Mechanism/Whistleblower Policy

Companies Act, 2013 provided that every listed company shall establish a “vigil mechanism” for director and employees to report genuine concerns and shall provide for adequate safeguard against victimisation of persons who use such mechanism. It further states that the company shall make provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Accordingly, 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

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134 (5) (e) IFC of the Companies Act, 2013. For the year ended 31st March, 2015, the Board is of the opinion that the your Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. Your Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company’s operation.

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 Clause 49 of the Listing Agreement 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 Clause 49 is attached to this Report.

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 51.35%
Non Non-Executive Director
Mr. A.B.M. Good Nil
Mr. Peter Kerkar Nil
Mr. Pesi Patel 1.80%
Mr. S. C. Bhargava 1.80%
Mr. M Narayanan 1.80%

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

Directors, Chief Executive Officer, 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 Nil
Mr. Pesi Patel Nil
Mr. S.C. Bhargava Nil
Mr. M Narayanan Nil
Mr. Anil Khandelwal (Chief Financial Officer) 6%
Ms Rashmi Jain (Company Secretary) 23.50%

c. The percentage increase in the median remuneration of employees in the financial year: 3.72%

d. The number of permanent employees on the rolls of company: 1806

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

On an average, employees received an annual increase of 8% in India. The individual increments varied from 4% to 12%, based on individual performance. The increase in remuneration is in line with the market trends & the industry. In order to ensure that remuneration reflects Company performance, the performance linked variable pay is linked to Business Unit’s performance, organization’s performance and an individual’s performance.

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

(Rs.in Crores)
Aggregate remuneration of key managerial personnel (KMP) in FY 15 3.63
Net Revenues 480.58
Remuneration of KMPs (as % of revenue) 0.76%
Profit before Tax (PBT) 222.34
Remuneration of KMP (as % of PBT) 1.63%

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, 2015 March 31, 2014 % change
Market Capitalisation (Rs.In Crores) 5,490.03 2,188.81 150.82%
Price Earning Ratio 33.92 19.43 74.54%

h. Percentage increase or 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, 2015 December 9th, 2009 % Change
Market Price (BSE) 323.35 165* 95.96%
Market Price (NSE) 324.25 165* 96.51%

* 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 7.39%. However, during the course of the year, the total increase is approximately 8%, after accounting for promotions and other event based compensation revisions.

Increase in the managerial remuneration for the year was 3.79%

j. Comparison of each remuneration of the Key managerial personnel against the performance of the Company:

(Rs.in Crores)

Ms Urrshila Kerkar Mr. Anil Khandelwal Ms Rashmi Jain
(Whole Time Director) (Chief Financial Officer) (Company Secretary)
Remuneration in FY 15 2.0 1.33 0.30
Revenue 480.58 480.58 480.58
Remuneration (as % of revenue) 0.42% 0.28% 0.06%
Profit before Tax (PBT) 222.34 222.34 222.34
Remuneration (as % of PBT) 0.90% 0.60% 0.13%

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

The remuneration to Whole Time Director involves payment of fixed remuneration as approved by the members of the Company.

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.

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.8,616 Lacs (Previous Year Rs. 8,090 Lacs)

Foreign Exchange Outgo:

Rs.747 Lacs (Previous Year Rs. 615 Lacs)

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

Awards and Recognition:

India

• ‘Best Outbound Tour Operator’ awarded by 10th Hospitality India and Explore the World Annual International Awards 2014

• Mr. Peter Kerkar, Director, Cox & Kings Ltd was honoured by The British Travel and Hospitality Hall of Fame as one of the seven inductees into the Hall of Fame this year

• Cox & Kings Ltd. was chosen as one of the top agents at Emirates Airlines awards 2014

• Cox & Kings Ltd. was awarded No. 1 position in promoting the Meeting & Incentive (M&I) groups to Hong Kong between 1 July 2014 and 31 December 2014 by Meetings & Exhibitions Hong Kong (MEHK) – the MICE division of the HKTB, as part of Top Agent Awards Program (TAAP).

• The Outlook Traveller Awards 2014: Favourite Outbound Tour Operator

• The Outlook Traveller Awards 2014: Favourite Inbound Tour Operator

Subsidiaries

Cox & Kings Travel Ltd., UK

• Telegraph Ultras Awards to Cox & Kings Travel Ltd, for “Best Luxury Tour Operator - runner-up” – presented 19 May 2014

• SAVEUR Culinary Travel Awards to Cox & Kings (Worldwide) for “Outstanding Tour Operator” – presented 7 October 2014

• British Travel Awards to Cox & Kings Travel Ltd, for “Best Luxury Holiday Company - Small: Winner” – 26 November 2014

• British Travel Awards to Cox & Kings Travel Ltd, for “Best Escorted Tours Holiday Company: Silver Award”– 26 November 2014

• British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Central & South America – Small: Silver Award” – 26 November 2014

• British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Southern Asia – Small: Silver Award” – 26 November 2014

• British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to Middle East – Small: Silver Award” – 26 November 2014

• British Travel Awards to Cox & Kings Travel Ltd, for “Best Holiday Company to East & Southeast Europe – Small: Bronze Award” – 26 November 2014

• AI Business Excellence Awards 2015 to Cox & Kings Travel Ltd for “Excellence in Quality Group Tour Operation –UK” - 23 March 2015

PGL

• Studylink achieved ISO 9001 and ISO 14001;

• Preferred Supplier status awarded by the Framework for Student Travel on Southern Universities Purchasing Consortium

(SUPC) and the London Universities Purchasing Consortium (LUPC).

Meininger

• Recommended by ‘Hostelworld’ 2014/2015 (Meininger Airport Frankfurt GmbH, Meininger Amsterdam BV and Meininger Wien GmbH);

• Holidaycheck Award 2014 & 2015 (Meininger Brussels GmbH);

• Most popular hotel in Brussels 2015 (Meininger Brussels GmbH);

• TripAdvisor Certificate of Excellence 2014 (Meininger Airport Hotels BBI GmbH).

Superbreak

• Travel Weekly Best Accommodation Only Supplier Jan 2014 - Best Operator UK Holidays Jan 2014

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
ABM Good
Chairman
Place : Mumbai
Date : 15th May 2015

Annexure I - Secretarial Audit Report

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[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 Cox & Kings Limited 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, 2015 generally complied with the statutory provisions listed hereunder: I have examined the books, papers, minutes books, forms and returns filed and other records maintained by Cox & Kings Limited (“the Company”) for the financial year ended on March 31, 2015 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 - Not Applicable during the audit period;

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

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

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

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not Applicable during the audit period;

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

(f) 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 - Not Applicable during the audit period;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not Applicable during the audit period; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998 - Not Applicable during the audit period;

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

(a) The Payment of Wages Act, 1936

(b) The Minimum Wages Act, 1948

(c) Employees State Insurance Act, 1948

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

(e) The Payment Of Bonus Act, 1965

(f) The Payment of Gratuity Act, 1972

(g) The Maternity Benefit Act, 1961

I report that for Labour laws I rely on the inspection report from the office of the commissioner of labour.

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

(i) The Listing agreements entered into by the Company with the stock exchanges.

(ii) Secretarial Standards Issued by The Institute of Company Secretaries of India- At present Not Applicable. During the period under review the Company has generally 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 generally 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 generally 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 Qualified Institutional Placement & Preferential Allotment.

Virendra Bhatt
Place : Mumbai ACS No – 1157
Date : 15th May, 2015 COP No – 124

Annexure II

Corporate Social Responsibility (CSR) activities for the financial year 2014-15

1) Calculation of CSR Amount:

Sr. No. Particulars Amount in Lakhs
1. Average Net profit for last 3 years Rs. 13,439.63
2. CSR spending @ 2% of Average of last 3 years profit Rs. 268.79
3. Total Amount Spent during the Financial Year Rs. 309.9
4. Balance to be spent Rs. Nil

2) Details of Amount Spent on CSR Activities during the Financial Year 2014-15

(Rs.in Lakhs)

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 fulfilment of travel wishes of sick children, buys gifts of their choices etc. Donation to trusts that works with families infected/ affected by or at risk of HIV/AIDS, Contribution towards mother & child care projects at villages, organising Blood Donation, Platelet Donation,adopting cancer patients under various scheme, theatre workshops for visually impaired children, works with leading hospitals on various projects. Promoting health care and sanitation Delhi Maharashtra 45 40.90 40.90 Implementing agency - Cox & Kings Foundation
2 Education workings towards providing primary education to under- privileged girl children, donation towards School Academic Support, Contribution towards upkeep of the school as well as catering to the nutritional requirements of the children, school for children who diagnosed with Autistic Spectrum Disorder, Developmental delays, Cognitive Disabilities & donation to various institutions for promoting education Promoting education Maharashtra 14 13.70 13.70 Implementing agency- Cox & Kings Foundation
3 Animal Welfare Purchase of Animal Ambulance, Donation to Animal’s Trusts. Measures for the benefit of Animal Welfare Faridabad Maharashtra 5 3.49 3.49 Implementing agency- Cox & Kings Foundation
4 Sports Welfare Contribution towards promotion of certain nationally recognised sports, including Sponsorship, funds raised for the NGO to promote sports. Promoting Sports Welfare 10 10.4 10.4 Implementing agency- Cox & Kings Foundation
5 Society Welfare Work towards rights of marginalized communities & Vulnerable people to make them self reliant & support for project on climbing sherpas & their families in Darjeeling Measures for the benefit of Society Darjeeling Maharashtra West Bengal 0.45 0.43 0.43 Implementing agency- Cox & Kings Foundation
6 Contribution to Cox & Kings Foundation and other Trusts engaged in socio-economic development & relief work, contribution towards providing livelihood in a locally appropriate and environmentally sustainable manner through formation of Self Help, Groups for women empowerment, Vocational training. Measures for the benefit of Society Maharashtra 240.98 240.98 240.98 Implementing agency- Cox & Kings Foundation

Annexure III to Directors Report

Form No. MGT-9

Extract of Annual Return as on the financial year ended on March 31, 2015

(Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration Rules, 2014)

I. REGISTRATION AND OTHER DETAILS:

1 CIN L63040MH1939PLC011352
2 Registration Date 07-06-1939
3 Name of the Company Cox & Kings Ltd
4 Category/Sub-Category of the Company Public Company/Limited by shares
5 Address of the Registered office and contact details Turner Morrison Building, 1st Floor, 16,Bank Street, Fort, Mumbai – 400001
6 Whether listed Company Yes
7 Name, Address and Contact details of Karvy Computershare Private Limited, Karvy Selenium
Registrar and Transfer Agent, if any Tower BPlot No. 31-32, Gachibowli, Financial Disctrict,Nanakramguda, Hyderabad – 500008 Tel: 040 67161700

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 Tours and Travels 791 100%

II. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

Sr. No. Name of Company Address of the Company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable Section
1 Clearmine 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
2 Cox & Kings Destination Management Services Limited 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
3 C&K Investments Limited 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
4 Cox & Kings (Agents) Limited 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
5 Cox & Kings (Shipping) Limited 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
6 Cox & Kings (UK) Ltd 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
7 Cox & Kings Enterprises Ltd. 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
8 Cox & Kings Finance Ltd. 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
9 Cox & Kings Holdings Ltd. 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
10 Cox & Kings Special Interest Holidays Ltd. 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
11 Cox & Kings Tours Ltd. 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
12 ETN Services Ltd. 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
13 Grand Tours Ltd. 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
14 Cox & Kings Travel Limited 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
15 East India Travel Company Inc 8060 Melrose Avenue, 3rd FloorLos Angeles, CA 90046 - Subsidiary 100% 2(87)
16 Cox & Kings Finance (Mauritius) Ltd. 4th Floor, Ebene Skies Rue de l’Institut, Ebene, Mauritius - Subsidiary 100% 2(87)
17 Cox & Kings (Japan) Ltd YK Building, 3rd Floor 2-2-16, Sangenjaya Sangenjaya, Setagaya-ku, Tokyo 154-0024, Japan. - Subsidiary 100% 2(87)
18 Cox & Kings Tours LLC, Dubai PO BOX -31126S-04, AL YAMAMA BUILDING NEAR GPO, KARAMA DUBAI – UAE - Subsidiary 100% 2(87)
19 Cox and Kings Asia Pacific Travel Ltd 6/F, INF Tower, 308 Des Voeux Road Central, HongKong - Subsidiary 100% 2(87)
20 Cox and Kings Singapore Private Limited 8 temasek Boulevard, #22-03, Suntec Tower 3, Singapore 038988 - Subsidiary 100% 2(87)
21 Cox and Kings Destinations Management Services Pvt Ltd 8 temasek Boulevard, #22-03, Suntec Tower 3, Singapore 038988 - Subsidiary 100% 2(87)
22 Cox & Kings Global Services Management (Singapore) Pte Ltd 8 temasek Boulevard, #22-03, Suntec Tower 3, Singapore 038988 - Subsidiary 100% 2(87)
23 Cox & Kings GmBH Grunstrasse 5, 40212 Dusseldorf, Germany. - Subsidiary 100% 2(87)
24 Cox & Kings Global Services LLC Dubai PO BOX : 25770S-05, BIN MUTLAQ AL GHAFLI BUILDINGKARAMA, DUBAI – UAE - Subsidiary 100% 2(87)
25. Cox & Kings Global Services LLC, USA 235, West 23rd Street 7th Avenue New York - 10011 - Subsidiary 100% 2(87)
26 Cox and Kings Consulting Service (Beijing) Co. Ltd. RM25, 5/F China Life Tower, 16 Chaowai St, Chaoyang District, Beijing 100020 - Subsidiary 100% 2(87)
27 Cox and Kings Global Services (Singapore) Pte Ltd. 8 temasek Boulevard, #22-03, Suntec Tower 3, Singapore 038988 - Subsidiary 100% 2(87)
28 Cox & Kings Egypt Egypt - Subsidiary 100% 2(87)
29 Cox & Kings Global Services Lanka (Pvt) Ltd 47, Alexandra Place, Colombo 07, Sri Lanka - Subsidiary 100% 2(87)
30 Cox & Kings Global Services Pvt Ltd 1st Floor,Turner Morrison Building, 16th Bank Street, Fort, Mumbai -400 001, India. Phone No: 022- 22709100 U63040MH 2011PTC 215069 Subsidiary 100% 2(87)
31 CKGS Hellas, Sale - Owned LLP Co. (Formerly known as Hellas, Greece) Abagworld Consultant 122, Vas.Sofia, Athens, Greece 11525 - Subsidiary 100% 2(87)
32 Quoprro Global Limited (UK) 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 100% 2(87)
33 Cox & Kings Global Services Sweden AB David Bagares geta 26B, 111 38 Stockholm. - Subsidiary 100% 2(87)
34 Quoprro Global Services Pte. Ltd 8 temasek Boulevard, #22-03, Suntec Tower 3, Singapore 038988 - Subsidiary 100% 2(87)
35 Quoprro Global Services Pvt Ltd 1st Floor,Turner Morrison Building, 16th Bank Street, Fort, Mumbai -400 001, India. U52100MH 2008PTC 182280 Subsidiary 100% 2(87)
36 Quoprro Global Services Pvt Ltd. HK 20/F Champion Building, 287-291 Des Voeux Road, Sheung Wan - Subsidiary 100% 2(87)
37 Cox & Kings (Australia) Pty Ltd. 72, Market Street, South Melbourne, VIC-2305, Australia - Subsidiary 100% 2(87)
38 Tempo Holidays Pty Ltd. 72, Market Street, South Melbourne, VIC-2305, Australia - Subsidiary 100% 2(87)
39 Tempo Holidays NZ Ltd. 333 Remuera Road, Rem eura Auckland-1050 New Zealand - Subsidiary 100% 2(87)
40 Cox and Kings Nordic PTY Limited 72, Market Street, South Melbourne, VIC-2305, Australia - Subsidiary 100% 2(87)
41 Cox & Kings PGL camps pty ltd 72, Market Street, South Melbourne, VIC-2305, Australia - Subsidiary 100% 2(87)
42 Prometheon Holdings Pvt. Ltd 4th Floor, Ebene Skies, Rue de L’Institut, Ebene - Subsidiary 100% 2(87)
43 Prometheon Enterprises Ltd. 6th Floor, 30 Millbank, London, SWIP 4EE - Subsidiary 100% 2(87)
44 Prometheon Holdings (UK) Ltd 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 65.58% 2(87)
45 Prometheon Limited 6th Floor, 30 Millbank, London, SW IP 4EE - Subsidiary 65.58% 2(87)
46 Bookit BV Van Heuven Goedhartlaan 935 A, 1181 LD Amstelveen, The Netherlands - Subsidiary 65.58% 2(87)
47 BRC Holland BV Van Heuven Goedhartlaan 935 A, 1181 LD Amstelveen, The Netherlands - Subsidiary 65.58% 2(87)
48 BRC Holland Van Heuven Goedhartlaan - Subsidiary 65.58% 2(87)
Holding BV 935 A, 1181 LD Amstelveen,
The Netherlands
49 BV Weekendje Weg.nl Van Heuven Goedhartlaan 935 A, 1181 LD Amstelveen, The Netherlands - Subsidiary 65.58% 2(87)
50 Chateau de Lamorlaye SCI Lieudit Segries, Vagnas, 07150 Vallon Pont d’Arc. France - Subsidiary 65.58% 2(87)
51 Domaine de Segries SCI Lieudit Segries, Vagnas, 07150 Vallon Pont d’Arc. France - Subsidiary 65.58% 2(87)
52 Edge Adventures Ltd Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
53 EST Transport Purchasing Ltd Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
54 European Study Tours limited 4 Post Office Walk, Hertford, SG14 1DL - Subsidiary 65.58% 2(87)
55 Explore Aviation Ltd Nelson House, 55 Victoria Road, Farnborough, Hampshire. GU14 7PA - Subsidiary 65.58% 2(87)
56 Explore Worldwide Adventures Ltd 398-2416 Main St, Vancouver, BC, V5T 3E2 - Subsidiary 65.58% 2(87)
57 Adventure Experience Inc 1853 Embarcadero, Suite 2C, Oakland, CA 94606, USA - Subsidiary 65.58% 2(87)
58 Explore Worldwide Ltd Nelson House, 55 Victoria Road, Farnborough, Hampshire. GU14 7PA - Subsidiary 65.58% 2(87)
59 Freedom of France Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL - Subsidiary 65.58% 2(87)
60 Hole in the Wall Management Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL - Subsidiary 65.58% 2(87)
61 Holidaybreak Education Limited Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
62 Holidaybreak Holding Co Ltd 3rd Floor St George’s Court, Upper Church Street, Douglas. IM1 1EE Isle of Man - Subsidiary 65.58% 2(87)
63 Holidaybreak Hotel Holdings GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
64 Meininger Hotels Limited formerly Holidaybreak Hotel Holdings Limited Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
65 Holidaybreak Ltd Hartford Manor, Greenbank Lane, Northwich, Chesire CW8 1HW - Subsidiary 65.58% 2(87)
66 Holidaybreak QUEST Trustee Ltd Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
67 Holidaybreak Trustee Ltd Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
68 Hotelnet Ltd Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
69 Meinigner Airport Frankfurt GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
70 Meininger “10” City Hostel Berlin-MItte GmbH Hallesches Ufer 30, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
71 Meininger “10” City Hostel Kln GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
72 Meininger “10” Frankfurt GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
73 Meininger “10” Hamburg GmbH Hallesches Ufer 30, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
74 Meininger “10” Hostel und Reisevermittlung GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
75 Meininger Airport Hotels BBI GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
76 Meininger Amsterdam Amstelstation BV Orlyplein 1-67, 1043DR, Amsterdam, Netherlands - Subsidiary 65.58% 2(87)
77 Meininger Amsterdam BV Orlyplein 1-67, 1043DR, Amsterdam, Netherlands - Subsidiary 65.58% 2(87)
78 Meininger Barcelona GmbH (formerly Meininger Leipzig GmbH) Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
79 Meininger Berlin Hauptbahnhof GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
80 Meininger Brussels GmbH (formerly Meininger Berlin Europaplatz GmbH) Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
81 Meininger City Hostels & Hotels GmbH Columbusgasse 16 1100 Wien, Austria - Subsidiary 65.58% 2(87)
82 Meininger Finance Company Limited 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB - Subsidiary 65.58% 2(87)
83 Meininger Holding GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
84 Meininger Hotelerrichtungs GmbH Frbergstrae 18-20, 5020 Salzburg, Austria - Subsidiary 65.58% 2(87)
85 Meininger Ltd Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
86 MEININGER Hotel Berlin East Side Gallery GmbH (Formerly Meininger Nrnberg Gmbh) Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
87 Meininger Oranienburger Strae GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
88 MEININGER Hotel Berlin Tiergarten GmbH formerly Meininger Postdamer Platz GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
89 Meininger Paris SCI 259 Rue Saint Honore 75001 Paris. France - Subsidiary 65.58% 2(87)
90 Meininger Shared Schneberger Strae 15, - Subsidiary 65.58% 2(87)
Services GmbH 10963 Berlin, Germany
91 Meininger West GmbH & Co. KG Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
92 Meininger West Verwaltungs GmbH Schneberger Strae 15, 10963 Berlin, Germany - Subsidiary 65.58% 2(87)
93 Meininger Wien GmbH Rembrandstrae 21, 1020 Wien, Austria - Subsidiary 65.58% 2(87)
94 Meininger Wien Schiffamtsgasse GmbH Schiffamtgasse 15, 1020 Wien, Austria - Subsidiary 65.58% 2(87)
95 Noreya 2002 SL Tuset, 20-24 Barcelona. Spain - Subsidiary 65.58% 2(87)
96 NST Holdings Limited Discovery House Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW - Subsidiary 65.58% 2(87)
97 NST Limited 22 Northwood Court, Santry, Dublin 9, Ireland - Subsidiary 65.58% 2(87)
98 NST Transport Services Ltd Discovery House Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW - Subsidiary 65.58% 2(87)
99 NST Travel Group Limited Discovery House Brooklands Way, Whitehills Business Park. Blackpool FY4 5LW - Subsidiary 65.58% 2(87)
100 PGL Adventure Camps PTY Limited 1st Floor, 72 Market Street, South Melbourne, Vic 3205 - Subsidiary 65.58% 2(87)
101 PGL Adventure Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL - Subsidiary 65.58% 2(87)
102 PGL Air Travel Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL - Subsidiary 65.58% 2(87)
103 PGL Aventures SAS Lieudit Segries, Vagnas, 07150 Vallon Pont d’Arc. France - Subsidiary 65.58% 2(87)
104 PGL Group Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL - Subsidiary 65.58% 2(87)
105 PGL Property PTY Limited 1st Floor, 72 Market Street, South Melbourne, Vic 3205 - Subsidiary 65.58% 2(87)
106 PGL Travel Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL - Subsidiary 65.58% 2(87)
107 PGL Travel PTY Limited 1st Floor, 72 Market Street, South Melbourne, Vic 3205 - Subsidiary 65.58% 2(87)
108 PGL Voyages Ltd Alton Court Penyard Lane, Ross on Wye, Herefordshire HR9 5GL - Subsidiary 65.58% 2(87)
109 Regal Diving & Tours Ltd Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
110 SARL Chateau D’Ebblinghem Lieudit Kastel Velt, RN 42 Ebblinghem, (59173) Renescure. France - Subsidiary 65.58% 2(87)
111 SAS Travelworks France 309 Rue Duguesclin, 69007. Lyon. France - Subsidiary 65.58% 2(87)
112 SASu le Chateau D’Ebblinghem Lieudit Kastel Velt, RN 42 Ebblinghem, (59173) Renescure. France - Subsidiary 65.58% 2(87)
113 Simpar SASu Chateau de Grande Romaine, La Grande Romaine. 77150 Lesigny. France - Subsidiary 65.58% 2(87)
114 Superbreak Mini Holidays Group Ltd Eboracum Way, Heworth Green. York. YO31 7RE - Subsidiary 65.58% 2(87)
115 Superbreak Mini Holidays Ltd Eboracum Way, Heworth Green. York. YO31 7RE - Subsidiary 65.58% 2(87)
116 Superbreak Mini Holidays Transport Ltd Eboracum Way, Heworth Green. York. YO31 7RE - Subsidiary 65.58% 2(87)
117 Travelplus Group Gmbh Munsterstrasse 111, 48155 Munster. Germany - Subsidiary 65.58% 2(87)
118 Travelworks UK Limited Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW - Subsidiary 65.58% 2(87)
119 Tulip Stars Hotel Ltd Plot No 3, Opposite Punchkuiya Road Bhanot Chamber, Aram Bagh, Pahar Ganj Delhi-110055 - Associate 30.42% 2(87)
120 Radius Global Travel Ltd 7700 Wisconsin Avenue Suite 400 Bethesda, MD 20814 United States - Associate 29.60% 2(87)
121 Adventure Travel Experience Inc. 1853 Embarcadero, Suite 2C Oakland CA 94606 USA - Associate 48% 2(87)
122 Tutors Direct Ltd - Associate 40% 2(87)
123 Tute Education Ltd Unit 3, Chesney Court Wrexham Technology Park Wrexham LL13 7YP UK - Associate 40% 2(87)
124 Royale Indian Rail Tours Ltd Ground Floor, STC Building (Jawahar Vyapar Bhawan) 1-Tolstoy Marg, New delhi - 110001 DL2008 PLC185285 Associate 50% 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

NO. OF SHARES HELD AT THE BEGINNING OF THE YEAR 31/03/2014 NO. OF SHARES HELD AT THE END OF THE YEAR 31/03/2015
CATEGORY CODE CATEGORY OF SHAREHOLDER DEMAT PHYSICAL TOTAL % OF TOTAL SHARES DEMAT PHYSICAL TOTAL % OF TOTAL SHARES %CHANGE DURING THEYEAR
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) PROMOTER AND PROMOTER GROUP
(1) INDIAN
(a) Individual/ HUF 5,914,000 0 5,914,000 4.33 5,914,000 0 5,914,000 3.49 0.84
(b) Central Government/ State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 48,199,217 0 48,199,217 35.30 48,199,217 0 48,199,217 28.47 6.84
(d) Financial Institutions/ Banks 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) : 54,113,217 0 54,113,217 39.64 54,113,217 0 54,113,217 31.96 7.68
(2) FOREIGN
(a) Individuals (NRIs/Foreign Individuals) 8,784,504 0 8,784,504 6.43 8,784,504 0 8,784,504 5.19 1.25
(b) Bodies Corporate 18,346,560 0 18,346,560 13.44 18,346,560 0 18,346,560 10.84 2.60
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) : 27,131,064 0 27,131,064 19.87 27,131,064 0 27,131,064 16.02 3.85
Total A=A (1)+A(2) 81,244,281 0 81,244,281 59.51 81,244,281 0 81,244,281 47.98 11.52
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds/UTI 2,731,566 0 2,731,566 2.00 2,785,016 0 2,785,016 1.64 0.36
(b) Financial Institutions/ Banks 4,473,192 0 4,473,192 3.28 4,615,357 0 4,615,357 2.73 0.55
(c) Central Government/ State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
(f) Foreign Institutional Investors 26,279,999 0 26,279,999 19.25 61,718,347 0 61,718,347 36.45 -17.20
(g) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00
(h) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1) : 33,484,757 0 33,484,757 24.53 69,118,720 0 69,118,720 40.82 -16.30
(2) NON- INSTITUTIONS
(a) Bodies Corporate 11,559,862 0 11,559,862 8.47 8,857,790 0 8,857,790 5.23 3.24
(b) Individuals (i) Individuals holding nominal share capital upto Rs. 1 lakh 5,694,901 246 5,695,147 4.17 5,061,660 206 5,061,866 2.99 1.18
(ii) Individuals holding nominal share capital in excess of Rs. 1 lakh 1,490,771 0 1,490,771 1.09 4,134,580 0 4,134,580 2.44 -1.35
(c) Others
Clearing Member 216,870 0 2,16,870 0.16 36,253 0 36,253 0.02 0.14
Foreign Bodies 857,296 0 857,296 0.63 336,310 0 336,310 0.20 0.43
Non Resident Indians 420,893 0 420,893 0.31 524,220 0 524,220 0.31 0.00
Trusts 210,700 0 210,700 0.15 870 0 870 0.00 0.15
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(2): 20,451,293 246 20,451,539 14.98 18,951,683 206 18,951,889 11.19 3.79
Total B=B (1)+B(2): 53,936,050 246 53,936,296 39.51 88,070,403 206 88,070,609 52.02 -12.51
Total (A+B) : 1,35,180,331 246 135,180,577 99.01 169,314,684 206 169,314,890 100.00 -0.99
(C) Shares held by custodians, against which Depository Receipts have been issued
(1) Promoter and Promoter Group
(2) Public 1,347,313 0 1,347,313 0.99 0 0 0 0.00 0.99
GRAND TOTAL (A+B+C) : 136,527,644 246 136,527,890 100.00 169,314,684 206 169,314,890 100.00

(ii) Shareholding of Promoters:

Shareholding at the beginning of the Year (1st April, 2014) Shareholding at the end of the Year (31st March, 2015)
Sr. No. Name of the Shareholder No. of Shares held % of total shares of the Company % of shares Pledged/ encumbered to total Shares No. of Shares held % of total shares of the Company % of shares Pledged/ encumbered to total Shares % Change during the year
1 Sneh Sadan Graphic Services Limited 33,038,368 24.20 0 33,038,368 19.51 0 -4.69
2 Kubber Investments (Mauritius) Pvt Ltd 18,346,560 13.44 0 18,346,560 10.84 0 -2.60
3 LIZ Investments Private Limited 15,160,849 11.10 0 15,160,849 8.95 0 -2.15
4 Anthony Bruton Meyrick Good 6,039,832 4.42 0 6,039,832 3.57 0 -0.86
5 Urrshila Kerkar 4,639,600 3.40 0 4,639,600 2.74 0 -0.66
6 Ajay Ajit Peter Kerkar 2,744,672 2.01 0 2,744,672 1.62 0 -0.39
7 Elisabeth Kerkar 1,274,400 0.93 0 1,274,400 0.75 0 -0.18
8 Kerry Investments Limited 0 0.00 0 0 0.00 0 0.00
9 Vividham Graphic LLP 0 0.00 0 0 0.00 0 0.00
10 Standford Trading Private Limited 0 0.00 0 0 0.00 0 0.00
Total : 81,244,281 59.51 0 81,244,281 47.98 0 -11.52

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

Shareholding at the beginning of the Year ( 1st April,2014) Shareholding at the end of the Year ( 31st March,2015)
Sr. No. No. of Shares held % of total shares of the Company No. of Shares held % of total shares of the Company
1 At the beginning of the year 81,244,281 59.50746108 81,244,281 47.98413241
2 Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g allotment / transfer / bonus/ sweat equity etc.)
3 At the end of the year 81,244,281 59.50746108 81,244,281 47.98413241

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

Sr. No. Name of the Share Holder Sold bought Cumulative Holding Date %
1 Macquarie Bank Limited 0 0 3,210,049 31-03-2014 2.35
Macquarie Bank Limited 0 124,484 3,334,533 04-04-2014 2.44
Macquarie Bank Limited 0 182,000 3,516,533 18-04-2014 2.58
Macquarie Bank Limited 0 440,000 3,956,533 25-04-2014 2.90
Macquarie Bank Limited 0 86,000 4,042,533 09-05-2014 2.96
Macquarie Bank Limited 0 143,467 4,186,000 18-07-2014 3.07
Macquarie Bank Limited 0 400,000 4,586,000 01-08-2014 3.36
Macquarie Bank Limited 0 0 4,586,000 31-03-2015 2.71
2 Manulife Global Fund Asian Small Cap Equity Fund 0 0 1,586,147 31-03-2014 1.16
Manulife Global Fund Asian Small Cap Equity Fund 25,000 0 1,561,147 11-04-2014 1.14
Manulife Global Fund Asian Small Cap Equity Fund 0 2,00,000 1,761,147 02-05-2014 1.29
Manulife Global Fund Asian Small Cap Equity Fund 354,500 0 1,406,647 06-06-2014 1.03
Manulife Global Fund Asian Small Cap Equity Fund 0 2,00,000 1,606,647 13-06-2014 1.18
Manulife Global Fund Asian Small Cap Equity Fund 0 1,50,000 1,756,647 20-06-2014 1.29
Manulife Global Fund Asian Small Cap Equity Fund 60,000 0 1,696,647 18-07-2014 1.24
Manulife Global Fund Asian Small Cap Equity Fund 279,156 0 1,417,491 25-07-2014 1.04
Manulife Global Fund Asian Small Cap Equity Fund 0 3,32,000 1,749,491 19-09-2014 1.28
Manulife Global Fund Asian Small Cap Equity Fund 300,000 0 1,449,491 30-09-2014 1.06
Manulife Global Fund Asian Small Cap Equity Fund 123,000 0 1,326,491 12-12-2014 0.78
Manulife Global Fund Asian Small Cap Equity Fund 0 1,50,000 1,476,491 19-12-2014 0.87
Manulife Global Fund Asian Small Cap Equity Fund 0 1,00,000 1,576,491 31-12-2014 0.93
Manulife Global Fund Asian Small Cap Equity Fund 0 0 1,576,491 31-03-2015 0.93
3 ICICI Prudential Life Insurance Company Ltd 0 0 6,571,310 31-03-2014 4.81
ICICI Prudential Life Insurance Company Ltd 200,000 0 6,371,310 02-05-2014 4.67
ICICI Prudential Life Insurance Company Ltd 210,000 0 6,161,310 09-05-2014 4.51
ICICI Prudential Life Insurance Company Ltd 0 1,00,000 6,261,310 16-05-2014 4.59
ICICI Prudential Life Insurance Company Ltd 211,115 0 6,050,195 23-05-2014 4.43
ICICI Prudential Life Insurance Company Ltd 147,500 0 5,902,695 30-05-2014 4.32
ICICI Prudential Life Insurance Company Ltd 47,000 0 5,855,695 06-06-2014 4.29
ICICI Prudential Life Insurance Company Ltd 31,524 0 5,824,171 30-06-2014 4.27
ICICI Prudential Life Insurance Company Ltd 161,000 0 5,663,171 04-07-2014 4.15
ICICI Prudential Life Insurance Company Ltd 50,000 0 5,613,171 11-07-2014 4.11
ICICI Prudential Life Insurance Company Ltd 175,500 0 5,437,671 18-07-2014 3.98
ICICI Prudential Life Insurance Company Ltd 50,000 0 5,387,671 25-07-2014 3.95
ICICI Prudential Life Insurance Company Ltd 50,717 0 5,336,954 01-08-2014 3.91
ICICI Prudential Life Insurance Company Ltd 2,900 0 5,334,054 08-08-2014 3.91
ICICI Prudential Life Insurance Company Ltd 108,100 0 5,225,954 22-08-2014 3.83
ICICI Prudential Life Insurance Company Ltd 162,000 0 5,063,954 05-09-2014 3.71
ICICI Prudential Life Insurance Company Ltd 50,304 0 5,013,650 19-09-2014 3.67
ICICI Prudential Life Insurance Company Ltd 55,050 0 4,958,600 30-09-2014 3.63
ICICI Prudential Life Insurance Company Ltd 84,890 0 4,873,710 10-10-2014 3.57
ICICI Prudential Life Insurance Company Ltd 21,479 0 4,852,231 14-11-2014 3.55
ICICI Prudential Life Insurance Company Ltd 11,200 0 4,841,031 05-12-2014 2.86
ICICI Prudential Life Insurance Company Ltd 6,132 0 4,834,899 31-12-2014 2.86
ICICI Prudential Life Insurance Company Ltd 13,849 0 4,821,050 23-01-2015 2.85
ICICI Prudential Life Insurance Company Ltd 7,439 0 4,813,611 27-02-2015 2.84
ICICI Prudential Life Insurance Company Ltd 0 20,280 4,833,891 13-03-2015 2.85
ICICI Prudential Life Insurance Company Ltd 0 86,860 4,920,751 20-03-2015 2.91
ICICI Prudential Life Insurance Company Ltd 0 24,400 4,945,151 31-03-2015 2.92
4 Reliance Capital Trustee Co Ltd A/c-Reliance Regul 0 0 2,500,000 31-03-2014 1.83
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 200,000 0 2,300,000 04-04-2014 1.68
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 137,898 0 2,162,102 11-04-2014 1.58
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 162,102 0 2,000,000 18-04-2014 1.46
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 233,149 0 1,766,851 10-10-2014 1.29
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 41,992 0 1,724,859 14-11-2014 1.26
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 117,698 0 1,607,161 28-11-2014 1.18
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 107,161 0 1,500,000 19-12-2014 0.89
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 132,200 0 1,367,800 31-12-2014 0.81
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 25,018 0 1,342,782 02-01-2015 0.79
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 42,782 0 1,300,000 20-02-2015 0.77
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 66,263 0 1,233,737 13-03-2015 0.73
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 133,737 0 1,100,000 20-03-2015 0.65
Reliance Capital Trustee Co Ltd A/c-Reliance Regul 0 0 1,100,000 31-03-2015 0.65
5 Smallcap World Fund, INC 0 0 10,592,000 31-03-2014 7.76
Smallcap World Fund, INC 418,617 0 10,173,383 05-09-2014 7.45
Smallcap World Fund, INC 501,692 0 9,671,691 12-09-2014 7.08
Smallcap World Fund, INC 79,691 0 9,592,000 19-09-2014 7.03
Smallcap World Fund, INC 0 1,425,346 11,017,346 05-12-2014 6.51
Smallcap World Fund, INC 210,485 0 10,806,861 23-01-2015 6.38
Smallcap World Fund, INC 325,665 0 10,481,196 30-01-2015 6.19
Smallcap World Fund, INC 73,850 0 10,407,346 06-02-2015 6.15
Smallcap World Fund, INC 0 0 10,407,346 31-03-2015 6.15
6 Doric Asia Pacific Small Cap (Mauritius) Limited 0 0 1,775,000 31-03-2014 1.30
Doric Asia Pacific Small Cap (Mauritius) Limited 75,000 0 1,700,000 09-05-2014 1.25
Doric Asia Pacific Small Cap (Mauritius) Limited 0 75,000 1,775,000 23-05-2014 1.30
Doric Asia Pacific Small Cap (Mauritius) Limited 0 75,000 1,850,000 30-05-2014 1.36
Doric Asia Pacific Small Cap (Mauritius) Limited 181,446 0 1,668,554 11-07-2014 1.22
Doric Asia Pacific Small Cap (Mauritius) Limited 143,554 0 1,525,000 18-07-2014 1.12
Doric Asia Pacific Small Cap (Mauritius) Limited 75,000 0 1,450,000 25-07-2014 1.06
Doric Asia Pacific Small Cap (Mauritius) Limited 200,000 0 1,250,000 01-08-2014 0.92
Doric Asia Pacific Small Cap (Mauritius) Limited 90,000 0 1,160,000 08-08-2014 0.85
Doric Asia Pacific Small Cap (Mauritius) Limited 185,000 0 975,000 22-08-2014 0.71
Doric Asia Pacific Small Cap (Mauritius) Limited 0 75,000 1,050,000 30-09-2014 0.77
Doric Asia Pacific Small Cap (Mauritius) Limited 0 75,000 1,125,000 31-10-2014 0.82
Doric Asia Pacific Small Cap (Mauritius) Limited 34,327 0 1,090,673 28-11-2014 0.80
Doric Asia Pacific Small Cap (Mauritius) Limited 0 100,000 1,190,673 05-12-2014 0.70
Doric Asia Pacific Small Cap (Mauritius) Limited 65,673 0 1,125,000 12-12-2014 0.66
Doric Asia Pacific Small Cap (Mauritius) Limited 50,000 0 1,075,000 19-12-2014 0.63
Doric Asia Pacific Small Cap (Mauritius) Limited 50,000 0 1,025,000 31-12-2014 0.61
Doric Asia Pacific Small Cap (Mauritius) Limited 50,000 0 975,000 09-01-2015 0.58
Doric Asia Pacific Small Cap (Mauritius) Limited 0 125,000 1,100,000 16-01-2015 0.65
Doric Asia Pacific Small Cap (Mauritius) Limited 0 60,000 1,160,000 06-02-2015 0.69
Doric Asia Pacific Small Cap (Mauritius) Limited 0 0 1,160,000 31-03-2015 0.69
7 Axis Bank Limited 0 0 1,150,000 31-03-2014 0.84
Axis Bank Limited 150,000 0 1,000,000 04-04-2014 0.73
Axis Bank Limited 57,500 0 942,500 11-04-2014 0.69
Axis Bank Limited 217,500 0 725,000 18-04-2014 0.53
Axis Bank Limited 12,600 0 712,400 25-04-2014 0.52
Axis Bank Limited 45,400 0 667,000 02-05-2014 0.49
Axis Bank Limited 50,000 0 617,000 23-05-2014 0.45
Axis Bank Limited 17,000 0 600,000 13-06-2014 0.44
Axis Bank Limited 75,000 0 525,000 04-07-2014 0.38
Axis Bank Limited 25,000 0 500,000 11-07-2014 0.37
Axis Bank Limited 15,000 0 485,000 01-08-2014 0.36
Axis Bank Limited 35,000 0 450,000 08-08-2014 0.33
Axis Bank Limited 150,000 0 300,000 22-08-2014 0.22
Axis Bank Limited 300,000 0 0 29-08-2014 0.00
Axis Bank Limited 0 4,075,000 4,075,000 05-12-2014 2.41
Axis Bank Limited 67,000 0 4,008,000 16-01-2015 2.37
Axis Bank Limited 1,000,000 0 3,008,000 23-01-2015 1.78
Axis Bank Limited 70,500 0 2,937,500 20-03-2015 1.73
Axis Bank Limited 193,200 0 2,744,300 27-03-2015 1.62
Axis Bank Limited 0 0 2,744,300 31-03-2015 1.62
8 Life Insurance Corporation of India 0 0 2,600,000 31-03-2014 1.90
Life Insurance Corporation of India 20,000 0 2,580,000 17-10-2014 1.89
Life Insurance Corporation of India 44,858 0 2,535,142 24-10-2014 1.86
Life Insurance Corporation of India 100,066 0 2,435,076 31-10-2014 1.78
Life Insurance Corporation of India 356,281 0 2,078,795 07-11-2014 1.52
Life Insurance Corporation of India 373,974 0 1,704,821 14-11-2014 1.25
Life Insurance Corporation of India 0 0 1,704,821 31-03-2015 1.01
9 Copthall Mauritius Investment Limited 0 0 2,014,000 31-03-2014 1.48
Copthall Mauritius Investment Limited 0 60,000 2,074,000 30-09-2014 1.52
Copthall Mauritius Investment Limited 0 71,000 2,145,000 03-10-2014 1.57
Copthall Mauritius Investment Limited 0 294,000 2,439,000 07-11-2014 1.79
Copthall Mauritius Investment Limited 0 12,000 2,451,000 21-11-2014 1.80
Copthall Mauritius Investment Limited 0 675,000 3,126,000 19-12-2014 1.85
Copthall Mauritius Investment Limited 0 0 3,126,000 31-03-2015 1.85
10 Edelweiss Securities Ltd 0 0 979,957 31-03-2014 0.72
Edelweiss Securities Ltd 239,509 0 740,448 04-04-2014 0.54
Edelweiss Securities Ltd 0 1,225 741,673 11-04-2014 0.54
Edelweiss Securities Ltd 1,031 0 740,642 18-04-2014 0.54
Edelweiss Securities Ltd 59,698 0 680,944 25-04-2014 0.50
Edelweiss Securities Ltd 44,323 0 636,621 02-05-2014 0.47
Edelweiss Securities Ltd 110,008 0 526,613 09-05-2014 0.39
Edelweiss Securities Ltd 895 0 525,718 16-05-2014 0.39
Edelweiss Securities Ltd 31,145 0 494,573 23-05-2014 0.36
Edelweiss Securities Ltd 103,088 0 391,485 30-05-2014 0.29
Edelweiss Securities Ltd 1,390 0 3,90,095 06-06-2014 0.29
Edelweiss Securities Ltd 30,198 0 359,897 13-06-2014 0.26
Edelweiss Securities Ltd 0 34,493 394,390 20-06-2014 0.29
Edelweiss Securities Ltd 20,165 0 374,225 30-06-2014 0.27
Edelweiss Securities Ltd 217,141 0 157,084 04-07-2014 0.12
Edelweiss Securities Ltd 37,590 0 119,494 11-07-2014 0.09
Edelweiss Securities Ltd 109,604 0 9,890 18-07-2014 0.01
Edelweiss Securities Ltd 0 18,152 28,042 25-07-2014 0.02
Edelweiss Securities Ltd 28,042 0 0 01-08-2014 0.00
Edelweiss Securities Ltd 0 118 118 08-08-2014 0.00
Edelweiss Securities Ltd 118 0 0 15-08-2014 0.00
Edelweiss Securities Ltd 0 1,874 1,874 22-08-2014 0.00
Edelweiss Securities Ltd 0 10,539 12,413 29-08-2014 0.01
Edelweiss Securities Ltd 0 3,024 15,437 05-09-2014 0.01
Edelweiss Securities Ltd 8,437 0 7,000 12-09-2014 0.01
Edelweiss Securities Ltd 3,716 0 3,284 19-09-2014 0.00
Edelweiss Securities Ltd 0 33,387 36,671 30-09-2014 0.03
Edelweiss Securities Ltd 0 325 36,996 03-10-2014 0.03
Edelweiss Securities Ltd 36,791 0 205 10-10-2014 0.00
Edelweiss Securities Ltd 0 7,389 7,594 17-10-2014 0.01
Edelweiss Securities Ltd 0 1,983 9,577 24-10-2014 0.01
Edelweiss Securities Ltd 3,516 0 6,061 31-10-2014 0.00
Edelweiss Securities Ltd 0 580 6,641 07-11-2014 0.00
Edelweiss Securities Ltd 4,316 0 2,325 14-11-2014 0.00
Edelweiss Securities Ltd 0 57,765 60,090 21-11-2014 0.04
Edelweiss Securities Ltd 16,708 0 43,382 28-11-2014 0.03
Edelweiss Securities Ltd 0 47,446 90,828 05-12-2014 0.05
Edelweiss Securities Ltd 18,777 0 72,051 12-12-2014 0.04
Edelweiss Securities Ltd 68,587 0 3,464 19-12-2014 0.00
Edelweiss Securities Ltd 3,315 0 149 31-12-2014 0.00
Edelweiss Securities Ltd 0 15 164 02-01-2015 0.00
Edelweiss Securities Ltd 0 12,690 12,854 09-01-2015 0.01
Edelweiss Securities Ltd 104 0 12,750 16-01-2015 0.01
Edelweiss Securities Ltd 327 0 12,423 23-01-2015 0.01
Edelweiss Securities Ltd 644 0 11,779 30-01-2015 0.01
Edelweiss Securities Ltd 201 0 11,578 06-02-2015 0.01
Edelweiss Securities Ltd 0 36,538 48,116 13-02-2015 0.03
Edelweiss Securities Ltd 0 561 48,677 20-02-2015 0.03
Edelweiss Securities Ltd 0 51,393 100,070 27-02-2015 0.06
Edelweiss Securities Ltd 0 43,799 143,869 06-03-2015 0.08
Edelweiss Securities Ltd 0 2,167 146,036 13-03-2015 0.09
Edelweiss Securities Ltd 76,403 0 69,633 20-03-2015 0.04
Edelweiss Securities Ltd 4,715 0 64,918 27-03-2015 0.04
Edelweiss Securities Ltd 0 777 65,695 31-03-2015 0.04

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Name of the Share Holder Sold bought Cumulative Holding Date
1 Ms. Urrshila Kerkar 0 0 4,639,600 31-03-2014
Ms. Urrshila Kerkar 0 0 4,639,600 31-03-2015
2 Mr. Ajay Ajit Peter Kerkar 0 0 2,744,672 31-03-2014
Mr. Ajay Ajit Peter Kerkar 0 0 2,744,672 31-03-2015
3 Mr. ABM Good 0 0 6,039,832 31-03-2014
Mr. ABM Good 0 0 6,039,832 31-03-2015
4 Mr. Pesi Patel 0 0 168,904 31-03-2014
Mr. Pesi Patel 0 0 168,904 31-03-2015
5 Mr. Narayanan 0 0 31-03-2014
Mr. Narayanan 0 0 31-03-2015
6 Mr. Bhargava 0 0 31-03-2014
Mr. Bhargava 0 0 31-03-2015
7 Mr. Anil Khandelwal 0 0 8,000 31-03-2014
Mr. Anil Khandelwal 0 0 8,000 31-03-2015
8 Ms. Rashmi Jain 0 0 31-03-2014
Ms. Rashmi Jain 0 0 31-03-2015

V. INDEBTEDNESS

Rs.in Lakhs
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the Financial Year (01.04.14)
i) Principal Amount 58,733.00 24,266.00 - 82,999.00
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 200.59 65.89 - 266.48
Total (i+ii+iii) 58,933.59 24,331.89 - 83,265.48
Change in Indebtedness during the Financial Year
Addition 1,500.00 15,000.00 - 16,500.00
Reduction (26,245.59) (21,831.89) - (48,077.48)
Exchange Difference - - - -
Net Change (24,745.59) (6,831.89) - (31,577.48)
Indebtedness at the end of the Financial Year (31.03.15)
i) Principal Amount 34,188.00 17,500.00 - 51,688.00
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 28.38 69.66 - 98.04
Total (i+ii+iii) 34,216.38 17,569.66 - 51,786.04

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneration to Whole-time Directors and Key Managerial Personnel

(in )
Sr. No. Particulars of Remuneration Name of the WTD Urrshila Kerkar Name of the KMP Anil Khandelwal Name of the KMP Rashmi Jain
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 15,321,996 12,821,159 2,904,387
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 39,600 0 0
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - as % of profit - - -
5 Others (Gratuity, PF and Insurance) 16,269,211 457,331 104,325
Total (A) 20,001,546 13,278,490 3,008,712
6 Ceiling as per the Act Rs. 1,120.29 Lakhs (being 5% of the net profit of the Company calculated as per Section 198 of the Companies Act, 2013

B. Remuneration to other Directors:

Name of Directors
Sr. No. Particulars of Remuneration Ajay Ajit Peter Kerkar ABM Good Pesi Patel S. C. Bhargava M. Narayanan Total Amount
1. Independent Directors
a) Fee for attending board/ committee meetings - - 180,000 210,000 200,000 590,000
b) Commission - - 700,000 700,000 700,000 2,100,000
c) Others, please specify - - - - - -
Total (1) - - 880,000 910,000 900,000 2,690,000
2. Other Non-Executive Directors
a) Fee for attending board/ committee meetings 60,000 140,000 - - - -
b) Commission - - - - - -
c) others, please specify - - - - - -
Total (2) 60,000 140,000 - - - -
Total (B)=(1+2) 60,000 140,000 880,000 910,000 900,000 2,690,000
Total Managerial Remuneration
Overall Ceiling as per the Act Rs. 224.06 Lakhs (being 1% of the net profit of the Company calculated as per Section 198 of the Companies Act, 2013)

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Companies Act Brief Description Details of Penalty/ punishment /compounding fee imposed Authority ( RD/NCLT/ Court) Appeal made, if any ( give details)
Penalty
punishment
compounding
Other officers in Default

NIL

Penalty
punishment
compounding