Cox & Kings Ltd Directors Report.

Dear Shareholders,

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

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

1. FINANCIAL PERFORMANCE

The companys financial performance, for the year ended March 31, 2017 is summarized below:

( in lakhs)

Particulars Standalone Results Consolidated Results
2016-17 2015-16* 2016-17 2015-16*
Net Sales & Other income 74,527 67,360 2,22,585 2,48,905
Profit before Taxation 27,718 25,350 39,563 14,873
Provision for Taxation 9,584 8,812 17,223 15,671
Profit After Tax 18,134 16,538 22,340 (798)
Proposed Dividend (inclusive of dividend tax) 2,162 2,038 2,162 2,038
Earnings Per Share () 10.27 9.36 8.32 2.92

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

2 DIVIDEND

The Directors are pleased to recommend a Dividend of 20% (1/- per equity share of Rs.5/- each) to be appropriated from the profits of the financial year ended March 31, 2017, 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 1765.65 Lakhs towards dividend and Rs.369.46 Lakhs towards dividend tax, resulting in a total outflow of Rs.2162.11 Lakhs.

The dividend will be paid to members whose names appear in the Register of Members as on September 15, 2017. 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 Companys policy to pay sustainable dividend linked to long-term performance, keeping in view the Companys need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

3. OVERVIEW OF FINANCIAL PERFORMANCE

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

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

As part of the companys value unlocking focus, the board approved the demerger of the highly profitable Foreign Exchange division (which falls under Leisure - India) in June 2017. Cox & Kings will retain a 19% stake in the demerged entity, which will be christened Cox & Kings Financial Service Ltd. (CKFSL). The balance 81% will be distributed to Cox & Kings shareholders pro-rata. The foreign exchange division will act as a springboard for CKFSL to pursue its own, independent high-growth strategy. CKFSL will be applying for an NBFC license and will commence new financial product lines related to the travel sector. The scale of the lending opportunity within the travel sphere is outsized and fast-growing and CKFSL will be in pole position to tap into that growth.

The companys continued efforts to reduce debt were visible with gross debt reducing by Rs.42,705 lakhs to 367,389 lakhs as of March 31, 2017. Net debt to equity ratio now stands at a low 0.6x.

Leisure - India

Leisure - India faced multiple challenges in FY17, including demonetization, heightened competitive activity, introduction of biometrics for Schengen countries prior to peak season, depreciation of the rupee prior to peak season, and finalization of GST. Despite all these factors, Leisure - Indias net revenues grew by 9% and EBITDA grew by 11% y-o-y in FY17, much above peers. EBITDA margins expanded despite an environment of severe price competition, especially from online players.

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

The companys Outbound packaged holidays business continued to demonstrate strong growth as the trend of holidaying overseas is gaining prominence. Greater connectivity, better affordability, change in lifestyle habits and easy financing presents a robust outlook for the outbound travel segment in India. Domestic travel continued to be a fast-growing segment. The domestic tourism boom continues as the trend of frequent short vacations is catching on, apart from an increase in penetration. Meetings, Incentives, Conferences and Events (MICE) as a segment is also growing rapidly due to the companys strong service quality in the B2B segment. Business Travel (BT) grew substantially in FY17 due to the companys dedicated sales force which ensure customized flexible solutions to its corporate customers. Inbound travel witnessed strong growth in FY17, while Foreign exchange division grew quite substantially.

Leisure – International

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

The outlook for global travel remains robust. ITB World Travel Trend reported a 3.9% growth in worldwide outbound travel in 2016, led by 11% growth in Asia, 7% in the USA, and 2.5% in Europe. For 2017, WTTC expects higher growth of 4-5% with stronger growth from Europe and continued growth in Asia and USA.

Education

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

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

Meininger

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

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

The division added 1,700 beds, or 25% additional bed capacity, within a three-month period, which boosted total bed capacity to 8,553 as of March 31, 2017.

Meiningers low capital intensity and remarkable resilience gives the company tremendous confidence to embark on an aggressive expansion plans over the next two years. The company is aiming to increase bed capacity to more than 15,000 beds by the end of FY19.

Others

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

4. OTHER UPDATES:

i. Allotment of 72, 50,000 equity shares upon conversion of convertible warrants

The Company had, pursuant to Board and Shareholders approvals and other statutory and regulatory approvals, issued and allotted 72,50,000 convertible preferential warrants to its Promoter group entity, Standford Trading Private Limited on January 06, 2015 at an issue price of Rs.309.82 per equity share. 25% of the issue price was paid on allotment of warrants in January 2015.

The Promoter group entity, Standford Trading Private Limited, applied for conversion of 72,50,000 warrants into equity shares and have paid balance 75%, i.e. Rs.309.82 per equity share aggregating 1,68,46,46,250 on May 24, 2016.

The Company, accordingly allotted 72,50,000 equity shares of Rs.5/- each to Standford Trading Private Limited. Post allotment, the paid up capital of the Company has increased to Rs.882,824,450 divided into 176,564,890 equity shares of face value Rs.5 each. The new equity shares issued rank pari-passu with the existing equity shares.

ii. 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 1082 Crores to 1122 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 1206 Crores to 1246 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.

iii. During the year, Meininger, Subsidiary of the Company, had signed contracts for opening of new Hotels

In Amsterdam City West: MEININGER hotel group signed an agreement for the third expansion phase of its Amsterdam City West hotel. It has an excellent strategic location, near Sloterdijk railway station, one of Amsterdams most important transport hubs. The hotel is only a five-minute S-Bahn ride from the city centre and Schiphol Airport is 10 minutes away.

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

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

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

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

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

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

In Leipzig: Meininger Hotels has opened a hotel in close proximity to Leipzigs main station. The hotel is located in the centre of Leipzig and is the perfect starting point from which to explore the city.

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

v. Roll Out of GST Model Law

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

5. CONSOLIDATED FINANCIAL STATEMENTS

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

During the Year under review, following companys become the subsidiaries of the Company

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

6. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for period ended on March 31, 2017 and state that:

(a) In the preparation of the annual accounts, the applicable accounting standards 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.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. Ajay Ajit Peter 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 himself for re-appointment.

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

In terms of Section 102 of the Companies Act 2013, Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements ( Regulations) 2015, and the Secretarial Standards on the General Meetings issued by the Institute of Company Secretaries of India, brief profiles of Mr. Ajay Ajit Peter Kerkar and Urrshila Kerkar have been annexed to the Notice convening the Annual General Meeting of the Company and the same forms an part of this Annual Report.

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 prescribe 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.

Ms. Urrshila Kerkar, Executive Director, Mr. Anil Khandelwal, Chief Financial Officer and Ms. Rashmi Jain, Company Secretary were appointed as the Key Managerial personnel 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.

8. DISCLOSURE RELATED TO BOARD, COMMITTEE AND POLICIES

Board Meetings: Five 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 Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

Board Committees: Currently the Board has six committees: the Audit Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibly 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 Companys 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 Directors 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.

9. AUDITORS

The Statutory Auditors of your Company M/s. Chaturvedi & Shah, Chartered Accountants, were appointed to hold office until the conclusion of the ensuing 77th Annual General Meeting.

The term of M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, will expire at the end of the ensuing 77th Annual General Meeting of the Company. M/s. Chaturvedi & Shah had been the Statutory Auditors of the Company since 2007. As per the provisions of Section 139 of the Companies Act, 2013 and rule 3 to 6 of the Companies (Audit and Auditor) Rules made thereunder, the Statutory Auditor firm, whose term expires shall be replaced by a new Statutory Auditor.

In terms of the requirement of Section 139 of the Act read with rules made thereunder, the Board of Directors of the Company on the recommendation of the Audit Committee has appointed M/s. DTS & Associates, Chartered Accountants (Firm Registration No. 142412W) as the Statutory Auditors of the Company in the Board Meeting held on May 29, 2017, for a term of 5 (five) consecutive years commencing from the conclusion from the ensuing 77th Annual General Meeting till the conclusion of the 82nd Annual General Meeting to be held in year the 2022, subject to the approval of the shareholders in the ensuing 77th Annual General Meeting. M/s. DTS & Associates, Chartered Accountants have confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditor) Rules, 2014.

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

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

10. AUDITORS REPORT

The notes on Financial Statement referred to in the Auditors Report are self explanatory and does not call for any further comment. The Auditors Report does not contain any qualification, reservation or adverse remarks.

11. SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company for financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as Annexure I to this Report. The Secretarial audit Report does not contain any qualification or adverse remark.

12. FIXED DEPOSITS

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

13. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis on Companys 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.

14. 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.

15. CORPORATE SOCIAL RESPONSIBILITY

It is your Companys 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.

16. 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.

17. BUSINESS RESPONSIBILITY REPORTING

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

18. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions with related parties are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are forseen and repetitive nature. 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 arms 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 Companys 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 Companys 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 29 to the financial statement which sets out related party disclosures.

19. 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 8 to the standalone financial statement).

20. 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 entitys 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 Companys 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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

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

21. VIGIL MECHANISM/WHISTLEBLOWER POLICY

Vigil Mechanism Policy for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The vigil mechanism/whistle blower policy may be accessed on the Companys website at the link http://www.coxandkings.com/downloads/investor-relations/whistleblower-policy.pdf

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

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organization. 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. An Sexual Harassment Redressal Cell has been set up as per the statutory requirements, to redress complaints regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. Your Company has not received any complaint during the year.

23. INTERNAL FINANCIAL CONTROLS

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

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

b. The percentage increase in remuneration of each director, chief financial 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 48%
Mr. Peter Kerkar 67%
Ms Urrshila Kerkar Nil
Mr. Pesi Patel 18%
Mr. S. C. Bhargava 10%
Mr. M Narayanan 10%
Mr. Anil Khandelwal (Chief Financial Officer) 20%
Ms. Rashmi Jain (Company Secretary) 13%

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

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

e. Average percentile increase already made in the salaries of employees other than 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 15%. However, during the course of the year, the total increase in the managerial remuneration for the year was 8%.

f. 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.

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

The Company affirms remuneration is as per the remuneration policy of the Company.

h. The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration 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.

25. 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:

16,024 Lakhs (Previous Year 15,330 Lakhs)

Foreign Exchange Outgo:

834 Lakhs (Previous Year Rs.671 Lakhs)

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

26. AWARDS AND RECOGNITION:

India - 2016-17

• World Travel Award to Cox & Kings for Asias Leading Luxury tour operator for 2016

• World Travel Award for Indias Leading Tour Operator for 2016

• World Travel Award for Indias Leading Travel Agency for 2016

• Conde Nast Traveller India Readers Travel Awards 2016 for Indias Favourite Tour Operator for 2016

• Travel + Leisure Awards for Best Tour Operator for 2016

• Hospitality India Awards for Best Domestic Tour Operator for 2016

• Hospitality India Awards for Best Experiential Travel Company for 2016

• IATO Annual Convention for Best Brochure for 2016.

• IATO Annual Convention for Best CD for 2016

• Champions of ChinaPlas for Trade Fairs for 2016

• Marriott India Travel Awards 2016 for Excellence in partnership - Highest Growth over last year, Global for 2016

• French Ambassodors Travel Awards 2017 for Gold Award - Best growth in French via assuances for 2016-17

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

2016-17

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

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

Subsidiaries - 2016-17

PGL

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

NST

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

- Quality Management ISO 9001 - 2008.

- Environmental Management ISO 14001 - 2004

- Excellence in Customer Service Nottingham Trent University

27. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank all investors, customers, 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 29, 2017