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Directors Report of Cox & Kings Ltd.

Mar 31, 2015

Dear Shareholders,

The 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 (Rs.) 9.56 8.25 6.22 28.07

Dividend

The Directors are pleased to recommend a Dividend of 20% (Rs.1/- per equity share ofRs.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 ofRs.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 sub- divisions 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 Foncière des Régions, through its subsidiary Foncière des Murs, formed a commercial partnership in respect of the sourcing by MEININGER and acquisition by Foncière des Régions 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 up to 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, % increase in remuneration Chief Financial Officer & Company Secretary 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


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 74th Annual Report and the audited accounts for the financial year ended 31st March, 2014.

Financial Performance

(Rs. in Lacs)

Particulars Standalone Results

2013-14 2012-13

Net Sales & Other income 47,258 39,587

Profit before Taxation 19,295 9,940

Provision for Taxation 8,027 4,601

Profit After Tax 11,268 5,339

Proposed Dividend 1,597 1,586 (inclusive of dividend tax)

Earnings Per Share (Rs.) 8.25 3.91

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 31st March, 2014, 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. 1,365 Lacs towards dividend and Rs. 232 Lacs towards dividend tax, resulting in a total outflow of Rs. 1,597 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 18th September, 2014. 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 CompanyRs.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.

Transfer to General Reserve transfer

Pursuant to Companies (Transfer of Profits to Reserves) Rules, 1975, the Company has transferred Rs. 845 Lacs to General Reserve of the Company.

Company''s Performance

FY14 has been a good year of consolidation for the Group, with the India business demonstrating robust performance in key markets of Outbound holidays & MICE amidst cautious consumer sentiment, while we also made solid progress in executing our strategy with the various businesses in Holidaybreak Limited. During the year, we acquired the balance 26% tranche in Meininger on 30th April, 2013 for Rs. 25,682 Lacs, thereby gaining full control over the business. Hence effective this date, Meininger business has been consolidated into the Group financials. In FY14, Cox & Kings Group Net revenues increased 28% to Rs. 2,30,759 Lacs and Profit after Tax increased by 55% to Rs. 38,317 Lacs.

India Business

During the year, our India business net revenues grew by 13% to Rs. 41,860 Lacs and EBITDA grew by 11% to Rs. 20,703 Lacs. We continue to solidify our market standing in the outbound holiday market, with customers preferring us for a wide bouquet of travel destination choices and warm customer service, delivered across all price points. In addition, our healthy market share is also due to a superior distribution network, as we are able to reach out to customers in over 100 towns & cities across India primarily through our 150 franchise, own stores and call centre network, besides travel agents and internet presence. We continue to invest into our travel technology platform, which forms the backbone for the entire India operations.

Our customers have recognized our strengths in product, pricing and service levels by rewarding us with repeat bookings. An Outbound package holiday is a high involvement purchase decision for an Indian family, for reasons such as Visa, Forex, Language barriers, food preference and large ticket size. Customers expect high service standards and prefer physical touchpoints to understand the product offering in more detail and be comfortable with their purchase decision. Hence the Indian holiday market continues to swing towards organized tour operators with strong offline presence such as Cox & Kings, at the expense of the other players, particularly the unorganized market. The year saw the launch of several innovative products including the Master Chef Travel Series and FIFA World Cup Brazil, while the popularity of existing travel campaigns like Amhi Travelkar and Dubai Shopping Festival grew.

During the year, we cautiously pressed forward with our Corporate business, selectively grabbing attractive business opportunity in the MICE segment.

Education Business:

Our key education brands, viz. PGL, NST and Meininger have seen robust performance during the year. Meininger financials were consolidated from 30th April, 2013, with the result that Education business Net revenues grew by 77% to Rs. 86,900 Lacs and EBITDA grew by 67% to Rs. 32,760 Lacs. Like for growth in Education (assuming 100% Meininger in FY13) was also strong with Revenue growth of 16% and EBITDA growth of 15%.

PGL & NST business in the UK have seen stable performances. In the core schools business, PGL continues to challenge its weaker competitors to win market share. In a strategic step for the business, PGL expanded into Australia opening its first 200 acre 350 bed site near Melbourne in Jan 2014. The centre is a launch-pad to enter a very promising Australian market. The initial experience has been very positive, with the business already seeing good customer reviews with particular reference to pastoral care delivery, food menu and program activities.

During the year, C&K completed the acquisition of the remaining 26% tranche in Meininger in April 2013. C&K also opened its newest 720 bed hotel in Brussels on 1st May, 2014 marking our 16th hotel unit spread across 10 European cities. The business continues to enjoy very high occupancy rates, with each of the hotels being extremely popular with school tour groups and other young travelers. We have already signed up for another 3 hotels (Amsterdam, Berlin and Barcelona) totalling to about 2300 beds which is expected to come on stream in the coming years.

Camping Business

The business traded well in FY14 with revenues increasing 20% to Rs. 37,900 Lacs and EBITDA growing by 8% to Rs. 15,900 Lacs. During the year, C&K combined its two flagship brands Eurocamp & Keycamp into one brand Eurocamp. The two brands existed ever since Keycamp business was acquired in 1998. The product range, brand positioning, pricing and target customers for the two brands had significant overlaps, and hence the "Single Brand Strategy" was considered during FY13 and executed in FY14 with customers coming into the CY 2014 season (FY15) under a single brand. Under the exercise, accommodation homes stock, destinations and other resources were pooled, expected to deliver a clear positioning, wider product offering and cost efficiencies in the business. Brand management across Europe would be more efficient leading to marketing cost reduction. In addition, centralized business operations, leveraging on scale advantages, would lead to staff and overhead efficiencies. A refreshed website was launched to support the strategy which had more dynamic & interactive content, effective segmentation & personalization and improved sales & booking management. In Dec 2013, the business disposed off a small sub-brand "Ecamp" within our portfolio for a consideration of Rs. 685 Lacs. Ecamp''s primary business was selling third party accommodation homes. It was a non- core activity line for the Camping business with no synergies with the flagship brand nor any meaningful contribution to the business profits.

Other International Leisure Businesses

Our International Leisure Businesses comprise of our European operations (through C&K UK outbound, Hotelbreaks, Explore soft adventure holidays and inbound operations through CKDMS), Australia, Dubai, US and Japan. Both Net revenues and EBITDA were flattish for the year at Rs. 61,100 Lacs and Rs. 20,900 Lacs respectively. However, if one looked at the performance excluding the Djoser financials (the business was sold in Feb 2013), the FY14 Net revenues were up 9% and EBITDA grew 7% over the previous year. The trading performance for our European businesses has been good in FY14, helped by the improving economic environment in the region. Superbreak is steadily executing its strategy of selling more packaged holidays, which improves its competitive position in the UK market and also average Net revenues per booking. The expanded product portfolio in the business (in terms of flights & rail connections, more overseas hotel & attractions inventory) has enabled the business to sell overseas European shortbreaks packages to UK customers. Our Dubai operations has benefited from strong inbound interest into Dubai from Indian customers, and growing affluence of Dubai customers for outbound travel. The premium travel business in US has shown a steady growth. The Australia business saw a muted performance during the year.

Others

In addition to the Leisure, Education and Camping businesses discussed above, C&K also provides outsourced visa processing services to diplomatic missions around the world. During the year, we continued our investments into this business. C&K have recently entered into another outsourcing of services related to issuance of Visa, OCI and PIO cards, renunciation / surrender of Indian nationality certificate at Embassy of India, Washington DC and its Consulates General in the United States of America with Embassy of India Washington DC.

Information Technology

C&K IT systems have been continuously innovating to get industry best technology solutions to all our stakeholders. C&K believe that for service industry like ours, information technology is the key to success. C&K sees technology more as business driver than business enabler. We have been able to successfully provide the leading edge to our business teams with the latest technology solutions.

For our employees, franchisees, call center agents, C&K has designed a quick servicing tool, where the customer travel solutions can be designed in almost no time and customers get their quote to decide and book their travel services instantly. This has helped C&K to improve its quote turnaround time. This has also increased our call center booking conversion ratio.

During the year, C&K has also implemented various technology tools to increase its usage of Social Media to connect with customers directly. Now, customers can communicate with us easily over various social media platforms and provide their feedback, inputs on our products, services. This helps us design our products more customer focused and service our customers better.

C&K apt technology infrastructure is instrumental in providing round the clock assistance to its customers with 24 X 7 dedicated voice support centres.

Human Resource Development

Keeping in mind the highly dynamic nature of travel industry, training, self-development, team building and team management, personality enhancement as well as effective & smart selling trainings - both internal & external, were conducted across major branches of C&K. The Company undertakes organizational development programs that groom employees to become leaders in their own right. C&K is also dedicated towards having its middle and senior management attend external management programs, which serve as a valuable resource for personal and interpersonal learning. Employees are regularly trained on new systems to keep them abreast with latest technology. Trainings like First Aid and CPR, Self Defense and Safety & Fire Prevention are also conducted at regular intervals to increase social awareness among employees.

Through "Employee Connect" programs HR Head connects with the staff of across grades from a business unit. The group is randomly selected and the head of department and second level is not included. This provides an opportunity to staff to share their views /suggestions and thoughts to improve the work culture in the company.

Consolidated Financial Statements

In accordance with the 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

In accordance with the General Circular issued by the Ministry of Corporate Affairs (MCA), Government of India, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies.

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.

Credit Rating

Credit Analysis & Research Ltd. (CARE), the Rating Agency, has enhanced the Commercial Paper carved out of sanctioned working capital limit of the Company from the existing Rs. 200 Crores to Rs. 375 Crores.

CARE has also enhanced the limits for standalone Commercial Paper from the existing Rs. 200 Crores to Rs. 275 Crores. CARE has assigned ''CARE A1 '' (A One Plus) rating to the Commercial Paper (CP) of the Company. Instruments with this rating indicate very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk.

CARE has also enhanced the bank facilities of the Company from existing Rs. 410.48 Crores to Rs. 560.48 Crores. The Rating has been reaffirmed as CARE AA- (Double A Minus). Instruments with this rating indicate very strong degree of safety regarding timely payment of financial obligations.

Corporate Social Responsibility and Governance Committee

During the year, your directors have constituted the Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprising of Ms. Urrshila Kerkar as Chairman, Mr. Peter Kerkar and Mr. S.C. Bhargava as members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Update on legal proceedings with Indian Railway Catering & Tourism Corporation (IRCTC) with respect to Royale Indian Rail Tours Limited

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

As regard to the CLB petition filed by IRCTC, the said petition is posted for hearings in July & September 2014.

Directors

The Companies Act, 2013 provides that independent directors shall not be liable to retire by rotation. Accordingly, all the independent directors of your Company shall not retire by rotation pursuant to the provisions of Section 149 of the Companies Act 2013 and are proposed to be appointed for 5 (five) consecutive years for a terms up to 31st March, 2019.

The Company has received requisite notices in writing from members proposing Mr. Pesi Patel, Mr. S.C. Bhargava and Mr. M Narayanan, for appointment as independent directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub section (6) of section 149 of the Companies Act 2013 and under clause 49 of the listing agreement with Stock Exchange.

Mr. Peter Kerkar retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of Companies Act 2013 and being eligible offers himself for re-appointment.

The brief resume of the aforesaid Directors and other information have been detailed in the Notice.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors''Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures

b) The Directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2014, and of the profit of the Company for the year ended on that date

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records

d) The Directors have prepared the annual accounts of the Company on ''a going concern basis''.

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

As a measure of good Corporate Governance, the Board of Directors of the Company appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956 and Listing Agreements with the Stock Exchanges. The Secretarial Audit Report for the financial year ended 31st March, 2014 is provided in the Annual Report.

Fixed Deposits

Your Company has not accepted any fixed deposits within the meaning of Section 58(A) of the Companies Act, 1956 during the year.

Group

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "group" are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

Detailed information on the initiative of the Company towards CSR activities is provided in this report.

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.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company has no activity relating to conservation 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;

Awards and Recognition:

India

1. The Outlook Traveller Awards 2014: Favourite Outbound Tour Operator

2. The Outlook Traveller Awards 2014: Favourite Inbound Tour Operator

3. Conde Nast Traveller Readers'' Travel Awards 2013: Favourite Specialist Tour Operator - 1st Runner-Up

4. International Tourism Conclave Travel Awards (ITCTA) 2013: Best Outbound Tour Operator

5. World Travel Awards 2013:India''s Leading Tour Operator

6. World Travel Awards 2013: India''s Leading Travel Agency

7. Hospitality India & Explore the World Annual International Awards 2013: Best Outbound Tour Operator

8. TAAI Travel Awards 2013: Best Inbound Tour Operator

9. CNBC Awaaz Travel Awards 2013: Best Company providing Foreign Exchange in India

10. Award for "Contribution to the Promotion of Taiwan Tourism in 2013" awarded by Taiwan Tourism

Subsidiaries

Superbreak

* Travel Weekly Best Accommodation Only Supplier Jan

2014 - Best Operator UK Holidays Jan 2014

* SPAA 2013 Best Hotel Booking Company - Best UK Holiday Company Camping

* British Travel Awards in 2013:

i. Best medium family holiday company

ii. Best medium holiday company to Western Europe

iii. Best overall camping and mobile tour operator in 2013

Explore

* British Travel Awards

i. Best medium holiday company for escorted tours 2013

ii. Best medium holiday company for safari, wildlife and nature 2013

* Travel Bulletin Star Awards

i. Best Adventure/Activity Specialist 2013

PGL

* Quality Mark from the Hospitality Guild for the PGL Hospitality and Catering Foundation Programme

Meininger

* 2013 Agoda.com Gold Circle Award (MEININGER Berlin Hauptbahnhof Gmbh)

* 2014 Hostelworld.com/Hoscar Awards Best Hostel Large Chain 2014 (MEININGER Group)

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 : 30th May, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 73rd Annual Report and the audited accounts for the financial year ended March 31st, 2013.

Financial Performance

(Rs. in Lacs)

Standalone Results

Particulars 2012-13 2011-12

Net Sales & Other income 39,576 32,760

Profit before Taxation 9,940 10,889

Provision for Taxation 4,601 3,119

Profit After Tax 5,339 7,770

Proposed Dividend 1,586 1,586 (inclusive of dividend tax)

Earnings Per Share (Rs.) 3.91 5.69

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, 2013, 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. 1,365 Lacs towards dividend and Rs. 221 Lacs towards dividend tax, resulting in a total outflow of Rs. 1,586 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 9th September 2013. 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.

Transfer to General Reserve

Pursuant to Companies (Transfer of Profits to Reserves) Rules, 1975, the Company has transferred Rs. 401 Lacs to General Reserve of the Company.

Company''s Performance

This year was a satisfactory year for C&K Group, as the India business continued its stellar performance, and Holidaybreak Limited was successfully integrated into the C&K fold and FY''13 being the first full year since the acquisition in September 2011.

India Business

C&K had another great year in the India business. C&K saw healthy growth in Outbound and Domestic travel, within both the leisure retail and corporate MICE category. C&K growth in the leisure retail business can be attributed to three factors - i) Increased penetration across Tier I cities and smaller towns owing to deeper distribution network ii) Increased market share for organized tour operators, as customers increasingly move away from the unorganized travel agency segment iii) Repeat business from existing customers as they travel more frequently than ever before. We are seeing a growing trend of customers taking multiple weekend breaks during the year, in addition to an annual holiday thus accelerating growth. Growth in corporate MICE business has been substantial, as a result of C&K investment into cementing strong relationships with several respected Indian corporate houses (both large and mid-sized).

Distribution network:

Talking about the distribution network, C&K franchised network of stores currently reach more than 70 cities, tapping pent up demand for high quality holiday experience across international and domestic destinations at competitive prices. C&K in-house call centre network, manned by knowledgeable and trained staff, apart from assisting customers with their various information needs, is now getting better traction in converting phone and email enquiries into sales. The C&K web portal is well- equipped to provide comprehensive holiday information to customers, apart from the ability to book online if the customer chooses to. Strong distribution has helped C&K expand our reach within the country.

This wide reach has also made C&K a preferred partner for various international and domestic tourism boards and other suppliers to promote newer destinations and holiday experience worldwide.

Information Technology

Information technology systems are critical C&K business. C&K web enabled centralized dynamic packaging system offers complete travel solutions to the users for purchasing any item from an airline ticket, visa, hotel accommodation, logistic support, to a complete tour package. C&K websites also offers users a choice to purchase any combination of the above and also design their own holiday. C&K believe that with the rise in the number of internet users and better acceptability of the internet as a convenient medium for making travel related purchases, its technology based business approach is well positioned to capture a whole new client base.

C&K strives to launch new services & products through its unique technology initiatives. It also continuously keep innovating the existing product offerings to meet the changing needs of its customers and to maintain a distinct quality of services in the fast paced travel industry. This also helps C&K to differentiate its products vis-a-vis the products offered by its competitors.

Education Business

It was another good year for C&K key education brands, viz. PGL and NST. The business further consolidated its market leadership position in the UK schools market, and is gradually stepping into the public schools market that is currently catered by the Local Education Authorities (LEA). The business focused on consolidating its operations, to reduce costs, particularly during the lean business period from Oct-Mar. As part of that strategy, PGL closed two smaller centres, one each in UK and France, totaling 300 beds, successfully moving the schools business of these two centres into other larger PGL centres nearby, thereby reducing centre overheads costs without impacting bookings. Thereby, current PGL bed capacity stands at 8900 beds across 23 centres (including 19 owned centres).

Meininger continued its rapid expansion in the European market. We opened two new hotels during the year - Berlin airport hotel and Amsterdam hotel, together about 1200 beds across 375 rooms. Apart from healthy first year revenues from the two new hotels in FY''13, Meininger witnessed growth through driving higher occupancies in existing bedstock. Its deepening ties with leading European student tour operators resulted in strong uptick from that segment. In addition, its popularity among youth travelers, looking for clean, affordable city-centre accommodation, has helped increase business, with bookings done through internet, phone or walk-ins. During the year, Meininger closed down two smaller hotels in Berlin (450 beds) and replaced it with the signing of a larger 830 bed hotel in the same city. As Meininger gathers momentum in the European youth and student travel market and attract more traffic, we believe it makes imminent sense to operate larger hotels resulting in higher margins.

Camping Business

We had mixed results in Camping business this year. The Jun-Aug period is the key camping holiday season in Europe (coinciding with school summer holidays). But, Camping customers in UK, which is the highest yielding market for the business, replaced their annual camping holiday with the London Olympics, a once-in- a-lifetime experience for most UK citizens. This resulted in a YoY decline in its revenues. We, however softened the impact by controlling the employee and marketing expenses during the business season and subsequent off- peak months. During the year, we launched a Camping brochure for the Australian market, distributing the product through our existing distribution network and met with encouraging response.

Other International Leisure Businesses

The C&K International Business comprises C&K UK outbound, Hotelbreaks, Explore soft adventure holidays and inbound operations through CKDMS. We managed a flattish FY''13 performance in Europe despite difficult economic conditions. In Explore, we consolidated ground handling operations in key destinations with other C&K operations, driving better bargains to generate savings. During the year, C&K group leveraged on Superbreak''s strong supplier relationship in the UK market (c2000 hotels) to obtain better pricing for its leisure tours. C&K saw strong growth at its Dubai operations, benefitting from increased inbound business, driven by key C&K markets of India and Australia. In addition, the outbound business from Dubai is also seeing good traction. Business in Australian operations was soft through the year, achieving marginal growth.

During the year, we concluded the sale of Djoser, our soft adventure holiday business in Netherlands. Djoser, a small-sized operations within the Holidaybreak business, was seeing a declining revenue trend in the face of tough business environment and insufficient synergy opportunities with Cox & Kings Group. The business was disposed off as the management time being spent far outweighed any future improvement in business prospects.

Human Resource Development

C&K draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the Company scale new heights. Individual and organizational capability building remained one of the strategic focus areas in C&K. C&K undertakes organizational development programs that groom employees to become leaders in their own right. C&K is also dedicated towards having its middle and senior management attend external management programs, which serve as a valuable resource for personal and interpersonal learning. Employees are regularly trained on new systems to keep them abreast with latest technology. Trainings like First Aid and CPR, Self Defense and Safety & Fire Prevention are also conducted at regular intervals to increase social awareness among employees. Focused initiatives towards health and safety and other non-work related employee engagement programmes helped develop the personality and confidence level of the employees enhancing their motivation and engagement with the organisation.

Consolidated Financial Statements

In accordance with the 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

In accordance with the General Circular issued by the Ministry of Corporate Affairs (MCA), Government of India, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies.

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.

Credit Rating

Credit Analysis & Research Ltd. (CARE), the Rating Agency, has reaffirmed the Short Term Rating ''CARE A1 '' (A One Plus) of Commercial Paper (CP) of the Company. It also enhanced the Commercial Paper issue carved out of sanctioned working capital limit of the Company from the existing Rs. 75 Crores to Rs. 200 Crores. Instruments with this rating indicate very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk.

CARE has removed the "Credit Watch" from the long- term rating of the Company and has revised the long- term rating of the Company to ''CARE AA- (Double A Minus)'' from the existing rating ''CARE AA'' (Double A). Instruments with this rating indicate high safety for timely servicing of debt obligations and carry very low credit risk.

CARE has also re-affirmed and enhanced the short-term bank facilities of the Company from existing Rs. 45 Crores to Rs. 145 Crores. The Rating has been reaffirmed as CARE A1 (A One Plus). Instruments with this rating indicate very strong degree of safety regarding timely payment of financial obligations.

The Rating Agency has revised the long-term Bank facilities to ''CARE AA- (Double A Minus)'' from the existing rating ''CARE AA'' (Double A). The long-term Bank facilities has been enhanced from existing Rs. 75 Crores to Rs. 265.48 Crores. Instruments with this rating indicate high safety for timely servicing of debt obligations and carry very low credit risk

Other Developments

Investment by CVCI, Private Equity fund, in Prometheon Holdings (UK) Limited (PHUK), subsidiary of the Company

Pursuant to an agreement between CVCIGP II Employee Rosehill Limited and CVCIGP II Client Rosehill Limited ("the Investors") and PHUK, the investors had subscribed to the preferred shares issued by PHUK thereby acquiring significant minority stake in PHUK. The investment proceeds have been largely used to retire part of the debt raised by Prometheon for the Holidaybreak acquisition.

Update on 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. At present the proceedings are underway as per the directions of Arbitration Tribunal.

Directors

In accordance with the provisions of the Companies Act 1956 and Articles and Association of the Company, Mr. Pesi Patel and Mr. S. C. Bhargava, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The brief resume of the aforesaid Directors and other information have been detailed in the Notice.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures

b. The Directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31st, 2013, and of the profit of the Company for the year ended on that date

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records

d. The Directors have prepared the annual accounts of the Company on ''a going concern basis''.

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 in accordance with Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. Your Directors recommend their re-appointment for the ensuing year.

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

As a measure of good Corporate Governance, the Board of Directors of the Company appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956 and Listing Agreements with the Stock Exchanges. The Secretarial Audit Report for the financial year ended March 31st, 2013 is provided in the Annual Report.

Fixed Deposits

Your Company has not accepted any public deposits and, as such, no amount on account of principal on interest on public deposits was outstanding as on the date of the Balance Sheet.

Group

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "group" are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

Detailed information on the initiative of the Company towards CSR activities is provided in Social Responsibility section of MDA.

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.

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. 7,812 Lacs (Previous Year- 9,763 Lacs)

Foreign Exchange Outgo

Rs. 663 Lacs (Previous Year- 417 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 2012''awarded by CNBC Awaaz.

- ''Best Outbound Tour Operator'' awarded by Hospitality India & Explore the World Annual International Awards, 2012

- ''Best Travel Company of 2012'' awarded by TAAI Travel Awards, 2012.

- ''Best Domestic Tour Operator'' awarded by TAAI Travel Awards, 2012

- Best International Tour operator for Wildlife of the Year 2012, by The Travel Operators for Tigers (TOFT)

- ''Best Luxury Operator'' at the 2012 Globe Travel Awards

- PATA Gold Award 2012 in the Marketing Media - Consumer Travel Brochure (BR) category for its entry, "Luxury Escapades"

- Best Inbound Tour Operator from UK'' awarded by the Ministry of Tourism, Govt of India (2012-2013)

Subsidiaries

Superbreak

- TTG - Agent Website of the Year (Sept ''12)

- Travel Weekly - Best Operator UK Holidays (Jan ''13)

- Worldchoice - Voted Best UK Operator

- SPAA -2012 - Winner of Best Short Break Operator & Best Hotel Booking Company

Camping

- British Travel Awards 2012: Best Medium Family Tour Operator (Eurocamp)

- British Travel Awards 2012: Best Overall Camping and Mobile Operator (Eurocamp)

- The Camping Division has achieved a five star responsible tourism classification from AITO, the highest rating achievable

- The Camping Division have FSC certification for using paper from approved, sustainable sources

Explore

- British Travel Awards 2012: Best Overall Escorted Experience Tour Operator for Promoting Responsible Tourism

- British Travel Press Award 2012: Travel Editors Green Award of the Year

- AITO Awards 2012: Best Innovative Sustainable Tourism Initiative

- Travel Trade Awards 2012: Special Interest Tour Operator of the Year (Travel Agents'' Choice Awards) & Star Adventure/Activity Holidays Specialist (Travel Bulletin Star Awards)

- Explore has achieved a five star responsible tourism classification from AITO, the highest rating achievable Regal

- Sport Diver 2012: Best Tour Operator Finalist

- Regal has achieved a three star responsible tourism classification from AITO

PGL

- Youth Sport Trust Business Awards - Winner 2012 - For outstanding contribution towards supporting young people through the power of PE and sport

- French Tourist Board Schools Operator of the year 2012

- Achieved re-certification of the Carbon Saver Gold Standard in March 2012.

Cox & Kings UK

- Awarded the Best Overseas Tour Operator to India from the UK at the Indian National Tourism Awards (March, 2013)

- UK''s Compass magazine shortlisted (list of 5) for the Consumer Travel Publication of the Year at the British Travel Press Awards (November, 2012)

- Won the "International Tour Operators for Wildlife Promotion" award for 2012 at the Travel Operators for Tigers (TOFT) awards (October 2012)

Cox & Kings, USA:

- One of the best tour operators in Travel and Leisure''s Best Awards 2012 for Africa.

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 A. B. M. Good

Date : 30th May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 72nd Annual Report and the audited accounts for the financial year ended March 31, 2012.

Financial Performance

(Rs. in Lacs)

Particulars Standalone Results

2011-12 2010-11

Net Sales & Other income 32,760 25,292

Profit Before Taxation 10,889 11,013

Provision for Taxation 3,119 3,340

Profit After Tax 7,770 7,673

Proposed Dividend (inclusive of dividend tax) 1,586 794

Earnings Per Share (Rs.) 5.69 5.80

Results of Operation:

The Ministry of Corporate Affairs (MCA) vide Notification no S.O. 447(E) dated 28th February, 201 1 amended the existing Schedule VI to the Companies Act, 1956. The revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the revised Schedule VI and accordingly, the previous year's figures have been reclassified /regroup to conform to this year's classification.

Standalone Financial:

For the year ended March 31, 2012, the standalone revenue from operations was Rs. 29,578 Lacs, which is a 26% y-o-y growth. Profit Before Tax was Rs. 10,889 Lacs, which is a decline of 1% from FY 2011. The PAT for the year was Rs. 7,770 Lacs, which is an increase of 1% over FY 2011.

Consolidated Financial:

For the year ended March 31, 2012, the Consolidated revenue from operations was Rs. 83,794 Lacs, PBT before exceptional items was Rs. 9,992 Lacs and Profit for the year was Rs. 4,160 Lacs. Earnings per share for the year ending March 31, 2012 is Rs. 3.05.

Note: The y-o-y comparison of the Consolidated financials is not the true reflection of the performance as Holidaybreak Ltd became a Subsidiary of the Company from 27th September, 2011.

Subsidiaries and Consolidated Financial Statements

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/201 1 dated 8th February, 201 1, had granted an exemption to Companies from complying with Section 212 of the Companies Act, 1956, provided such Companies fulfill conditions mentioned in the said circular. Accordingly, the Board of Directors of your Company at its meeting held on 13th August, 2012 approved the Audited Consolidated Financial Statements for the financial year 2011-12 in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, which include financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2011-12, have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

The annual accounts and financial statements of the Subsidiary Companies of your Company and related detailed information shall be made available to Members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the accounts of the financial year 2011-12. A statement of summarised financial of all Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Affairs, forms part of this report.

Details of major Subsidiaries of the Company are covered in Management's Discussion and Analysis Report forming part of the Annual Report.

Dividend

The Directors are pleased to recommend a Dividend of 20% (Re. 1/- per equity share of Rs. 5/- each) to be appropriated from the profits of the financial year ended March 31, 2012 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. 1,365 Lacs towards dividend and Rs. 221 Lacs towards dividend tax, resulting in a total outflow of Rs. 1,586 Lacs.

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.

Transfer to General Reserve

Pursuant to Companies (Transfer of Profits to Reserves) Rules, 1975, the Company has transferred Rs. 583 Lacs to General Reserve.

Credit Rating

The Company continue to have 'CARE AI (A One plus)' for its Commercial Paper (CP) for a maturity not exceeding one year. Instruments with this rating indicate high safety for timely servicing of debt obligations and carry very low credit risk.

CARE has placed the rating of 'CARE AA (Double A)' assigned to the long term instruments/ bank facilities of the Company on 'Credit Watch' in view of the Company's announcement on July 27th 201 1 of its intention to acquire 100% equity stake in Holidaybreak Plc.

Capital Structure: Sub-Division of Equity Shares:

Pursuant to the approval of the Members dated June 7, 2011, the face value of the equity shares of the Company were sub-divided from Rs. 10/- each paid-up per equity share into two equity shares of Rs. 5/- each paid-up.

The equity capital structure of the Company pursuant to the subdivision of equity shares stands as under:

Shares Face Value Total (Rs.) (Rs.)

Authorised 220,000,000 5/- 1,100,000,000

Equity Capital

Issued, Subscribed 136,527,890 5/- 682,639,450 & Paid up Equity Capital

Pursuant to the sub division of shares, National Securities Depository Limited (NSDL) vide its letter dated NSDL/II/SM/JNG/ 10593/2010 dated June 17, 2011 issued a new ISIN for securities of the Company - INE008I0I026

Other Developments

Acquisition

During the year under review, your Company has successfully completed acquisition of Holidaybreak Limited; a UK based Travel Company, through its wholly owned subsidiary, Prome the on Holdings (UK) Ltd, a special purpose vehicle, incorporated for the said purpose.

The GBP 323.43 million acquisition was completed by way of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme"). The Scheme was declared effective by the High Court of Justice in England and Wales (the "Court") on September, 27 201 1. Accordingly with effect from 27th September, 2011, Holidaybreak Limited become the wholly owned subsidiary of the Company. Under the terms of the acquisition, Holidaybreak Shareholders received 432.1 pence in cash per Holidaybreak share.

Holidaybreak is an education and activity travel group which provides educational and activity trips for school children as well as worldwide adventure holidays, short breaks in the UK and Europe, and mobile-home and camping holidays on sites throughout Europe. The group has four operating divisions: Education Adventure, Hotel Breaks, Camping, which have leading positions in the UK and other major European markets, and has more than 15 long-established and widely recognised brands.

Royale Indian Rail Tours Limited

The Royale Indian Rail Tours Limited is a 50:50 joint venture between Indian Railway Catering & Tourism Corporation and the Company. The Supreme Court has dismissed the Special Leave Petition filed by the Company and has directed both the parties to go for arbitration which commenced on 6th July 2012. Supreme Court has also stated that the observation made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to the parties.

Directors

The term of Ms. Urrshila Kerkar as the Whole Time Director of the Company for a period of 5 years will expire on 31st August, 2012. Your Directors at its meeting held on 13th August, 2012, re- appointed her for a further period of 5 years with effect from 1 September, 2012. In compliance with the provisions of Section 309 and 310 read with Schedule XIII of the Act, the re-appointment of Ms. Urrshila Kerkar as Whole Time Director for a further period of 5 years is placed before the Members in the ensuing Annual General Meeting for their approval.

In accordance with the provisions of the Companies Act 1956, and Articles of Association of the Company, Mr. A. B. M Good and Mr. Mahalinga Narayanan, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume of the aforesaid Directors and other information have been detailed in the Corporate Governance Report forming part of this report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 21 7 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) the Directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control & records and ;

d) the Directors have prepared the annual accounts of the Company on 'a going concern basis'.

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 in accordance with Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. Your Directors recommend their re-appointment for the ensuing year.

Fixed Deposits

Your Company has not accepted any fixed deposits within the meaning of Section 58 (A) of the Companies Act, I956 during the year.

Group

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "group" are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

Detailed information on the initiative of the Company towards CSR activities form part of this report.

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.

Secretarial Audit Report

As a measure of good Corporate Governance, the Board of Directors of the Company appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Secretarial Audit of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956 and Listing Agreements with the Stock Exchanges. The Secretarial Audit Report for the financial year ended March 3 1, 2012 is provided in the Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company has no activity relating to conservation 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;

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

Awards and Recognition:

- Best Luxury Operator' at the 2012 Globe Travel Awards.

- PATA Gold Award 2012 in the Marketing Media - Consumer Travel Brochure (BR) category for its entry, "Luxury Escapades".

- Ranked 'No. 2' Specialist Tour Operator on Conde Nast Traveller's Reader's Choice Awards 2011.

- 'Best Outbound Tour Operator of the Year' awarded by TAAI Travel Awards 2011.

- Ranked "No. 6" on the Travel Leisure World's Best Awards 2011 list of Top 25 Tour Operators and Safari Outfitters.

- CNBC Awaaz Travel Award 201 1 in the category of India going Global.

- "Specialist - Best All Inclusive Travel Operator" awarded by the British Travel Awards 2011.

- "Best Outbound Tour Operator" awarded by Hospitality India & Explore the World Annual International Awards 2011

- "Most Entrepreneurial Travel Company" awarded by TTG Travel Awards in October 2011.

- "The Best Travel Company for Customer Satisfaction" awarded by Today's Traveller in August 2011.

- Runners up in the 'Specialist Tour Operator' category of the Telegraph Travel Awards 2011

- "Best Use of Direct Marketing" awarded by Travel Marketing Awards 2011

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

Place: Mumbai

Date: August 13, 2012

 
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