Cox & Kings Director Discussions

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2018.

1. Financial Performance

The Companys financial performance, for the year ended March 31, 2018 is summarised in below:


Standalone Results

Consolidated Results

FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Net Sales & Other income 85,289 74,527 245,081 2,22,585
Profit before Taxation 28,001 27,718 69,138 39,563
Provision for Taxation 10,396 9,584 22,221 17,223
Profit After Tax 17,605 18,134 46,917 22,340
Proposed Dividend (inclusive of dividend tax) 2,140 2,162 2,140 2,162
Earnings Per Share ( Rs ) 9.97 10.27 21.33 8.32

2. Dividend

The Directors have recommend a Dividend of 20% ( Rs 1/- per equity share of Rs 5/- each) to be appropriated from the profits of the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend, if declared as above, would involve an outflow of Rs 17,65,64,890 towards dividend and Rs 3,62,92,913 towards dividend tax, resulting in a total outflow of Rs 21,28,57,803.

The dividend payout 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. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the said policy is available on Companys website at live/home/ Rs link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447.

3. Material changes affecting the Company

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

4. Overview of financial performance

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

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

In this backdrop, Cox & Kings consolidated net revenues grew 9.9% yoy In RsY 2017-18 more than double the growth of 4.4% In RsY 2016-17 as nearly all businesses kept up the momentum. The investments in advertising to grow our India retail business and strengthening the leadership team in Meininger contained EBITDA growth at 4%. But the investments we have made should help us execute our plans to grow our revenues faster or enable us to change our business mix favourably in the next few years.

Leisure - India

FY 2017-18 was a year of major transformational reform, implementation of GST. This preceded by the currency replacement programme led the GDP growth to slow down to 5.7% in 1Q FY 2017-18 after recording 7.1% In RsY 2016-17. But we executed well and grew net revenues by 12% y-o-y In RsY 2017-18 compared to 9.4% In RsY 201617. Since then, Indias GDP growth has bounced back to 77% in Q$ FY 2017-18.

Our leadership and strong standing in the B2B segment has given us confidence that we can now pursue market leading growth in the B2C segment. The Outbound segment continued to witness strong growth as air travel became affordable due to cheaper fares driven by competition including from low cost airlines. We believe, with a wide choice of financing, this segment growth can actually accelerate further. The Domestic travel segment is growing rapidly too as connectivity is improving and the online travel booking sites offering a variety of discounts and cash back offers. Factors such as companies realising the importance of offering work- life balance to employees and channel partners, greater appreciation for being taken on a fun filled holiday with colleagues and counterparts as against cash rewards by the recipient, creating long lasting memories thereby increasing association with the host organisation and building camaraderie are driving the MICE segment growth. Business Travel has traditionally been strong for us due to our strong relationships with corporates. Inbound business continued to follow past trends and has grown accordingly.

Leisure - International

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

The ITB World Travel Trend reported a 6% growth in worldwide outbound travel in 2017, 7.5% growth in the USA, and 5.5% in Europe, 5% in Asia-Pac as well as Latin America. For 2018, it expects growth of 5% with stronger growth in Asia- Pac and Latin America.


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

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


Meiningers FY 2017-18 net revenues grew by 26% y-o-y in constant currency terms, the highest it has witnessed in the past five years, on the back of an increase in bed capacity of 25%. But it is aiming to increase its bed count from 10,500 In RsY 2017-18 to 25,000 by FY 2021-22. Such exponential increase in capacity would require management bandwidth. Hence, it beefed up its leadership team In RsY 2017-18 which led to a significant increase in salary costs. Consequently, EBITDA was stable In RsY 2017-18.

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


The visa processing business continued to build on its execution and managed to grown EBITDA to Rs 1,000 Lakhs In RsY 2017-18 from a loss of similar amount In RsY 2016-17.

5. Other Updates:

I. Credit Rating:

Credit Analysis & Research Ltd (CARE), the Rating Agency, has reaffirmed and enhanced the Commercial Paper issue carved out of sanctioned working capital limit of the Company from the existing Rs 1397 Crore to Rs 2022 Crore as on March 31, 2018. The Rating has been reaffirmed as CARE A1+ (A One Plus). Instruments with this rating indicate very strong capacity for timely payment of financial obligations and carry lowest credit risk.

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

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

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

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

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

In Geneva: MEININGER Hotels signed an agreement for hotel in geneva. The hotel will be located in close proximity to the city center. It will feature 104 rooms and 368 beds and is expected to open in 2020. It will be the second MEININGER project in Switzerland. The hotel group is going to open a hotel in Zurich in 2019.

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

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

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

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

iii. Trip 360

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

Enable Travel: To cater specifically to the disabled travellers and senior citizens, Cox & Kings launched an Accessible Holiday Specialist brand called Enable Travel. Being Indias first Accessible Holiday Specialist, Enable Travel provides travel solutions to travellers across disabilities including Wheelchair Bound, Vision Impaired, Hearing Impaired and Speech Impaired.

iv. Scheme of Arrangement

The Board of Directors of your Company vide resolution dated May 30, 2017, approved the demerger of its foreign exchange division into a separate financial service company, Cox & Kings Financial Service Ltd. (CKFSL) under sections 230 - 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Company made an application to Stock Exchanges (BSE/ NSE) under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 seeking their approval for the said Scheme of Arrangement. The BSE & NSE approved the said Demerge Scheme vide their letter dated October 31, 2017 & October 30, 2017 respectively.

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

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

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

v. Delisting of Global Depository Receipts (GDRs)

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

vi. Sale of stake by Prometheon Enterprise Ltd.

(PEL), Subsidiary of the Company:

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

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

Holidaybreak houses the brands PGL, NST, EST, Travel Works and Meininger. PGL and NST are leaders in the experiential learning space in the UK and have taken the product to Australia. The business is attracting strong volumes in inbound student traffic from Europe and China. Meininger has evolved as the leader in the high growth hybrid hotel-hostel space and is setting up new hotels at a rapid pace across major cities in Europe.

6. Consolidated Financial Statements

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

I n 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 companies become the subsidiaries of the Company

1. CandK Tours SDN. BHD.

2. Cox & Kings Travel Limited, Hong Kong

3. Cox and Kings Global Services, Qatar

7. Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuing compliances with 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, 2018 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.

8. Directors and Key Managerial Personnel

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

Your Board is of the opinion that continued association with Mr. Anthony Bruton Meyrick Good with the Company will be of immense benefit to your Company and, therefore, recommends his 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 profile of Mr. Anthony Bruton Meyrick Good 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 term of office of Mr. Mahalinga Narayanan, Mr. Subhash Chandra Bhargava and Mr. Pesi Patel as Independent Directors, will expire on March 31, 2019.

The Board of Directors, on recommendation of Nomination and Remuneration Committee has recommended reappointment of above Directors, as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of their current term of office.

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

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

Cox & Kings Limited I 35

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

9. Disclosure Related to Board, Committee and Policies

Board Meetings: The Board met 5 times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

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 independent directors was done by the entire board, excluding the independent director being evaluated.

Board Committees: As on March 31, 2018, the Board has seven committees: the Audit Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility and Governance Committee, the Risk management Committee and Finance Committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report

Familiarisation Programme: To familiarise the new directors with the strategy, operation and functions of the Company, the Company make presentations to the new directors about the 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: 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: 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 policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website at https://www.coxandkings. com/live/home/ Rs link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447.

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

10. Auditors And Auditors Report

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

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

11. Secretarial Audit Report

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company for financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 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 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of the 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. The CSR Policy may be accessed on the Companys website at https://www.coxandkings. com/live/home/ Rs link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447

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

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

17. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, have been duly followed by the Company.

18. Business Responsibility Reporting

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

19. Particulars of contracts & arrangements made with related parties

All contracts/arrangements/ transactions with related parties are placed before 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 foreseen 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 Rsorm 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: 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.

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

21. 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: relations/risk-management-policy.pdf

22. 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 victimisation 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 relations/whistleblower-policy.pdf

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

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

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organisation. Your Company has in place an Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. 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.

24. Internal Financial Controls

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

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

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

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


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

e. Average percentile increase already made in the salaries of employees other than 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 12%. However, during the course of the year, the total increase is approximately 11%, after accounting for promotions and other event based compensation revisions.

Increase in the managerial remuneration for the year was 12%

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.

26. 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 19,011 Lakhs (Previous Year- Rs 16,024 Lakhs) Foreign Exchange Outgo: Rs 755 Lakhs (Previous Year- Rs 834 Lakhs) (Other than in the normal course of the business as Tour Operator and Foreign Exchange Restricted Authorised Dealer)

27. Awards and Recognition

India - FY 2017-18

1 Amazing Thailand Award 2018 for Innovative Product

2 SATTE Awards 2018 for Best Outbound Tour Operator

3 Conde Nast Traveller India Readers Travel Awards 2017 for Indias favourite Tour Operator

4 Hospitality India Awards for Best Domestic Tour Operator

5 Hospitality India Awards for Best Outbound Tour Operator

6 Outlook Traveller Award 2017 for Best Outbound Tour Operator

7 Travel + Leisure Awards 2017 for Best Luxury Travel Curator

8 World Travel Award for Indias Leading Tour Operator

9 World Travel Award for Indias Leading Travel Agency

10 World Travel Award for Asias Leading Luxury Tour Operator

Subsidiaries - FY 2017-18


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


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

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

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

28. General

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

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

• I ssue of equity shares with differential rights as to dividend, voting or otherwise.

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

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

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

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

29. Acknowledgements and Appreciation

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