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Notes to Accounts of Cox & Kings Ltd.

Mar 31, 2018

A. General information

Cox and Kings Limited (âthe Companyâ) is engaged in the business of inbound and outbound travel, leisure and foreign exchange dealing. Cox and Kings Limited is a diversified, multinational enterprise focused on the travel sector.

The company is a listed company incorporated and domiciled in India and has its registered office at Mumbai, Maharashtra, India. The company is listed on BSE, NSE and Luxembourg stock exchange.

B. Basis of Preparation

These financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with Section 133 of the Companies Act, 2013 (âthe 2013 Actâ), and the relevant provisions of the Companies Act, 2013.

The financial statements provide comparative information in respect of the previous year.

The significant accounting policies used in preparing financial statements set out below and are applied consistently to all the periods presented.

C. Functional and presentation currency

These financial statements are presented in Indian rupees (INR), which is the Companyâs functional currency. All amounts have been rounded off to two decimal places to the nearest Lakhs, unless otherwise indicated.

D. Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items:

Certain financial assets and liabilities are measured at fair value;

Defined benefit plans - plan assets measured at fair value;

E. Key estimates and assumptions

The preparation of financial statements in accordance with Ind AS requires use of estimates and assumptions for some items, which might have an effect on their recognition and measurement. The actual amounts realised may differ from these estimates.

Estimates and assumptions are required in particular for:

- Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

- Recognition of deferred tax liabilities

Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation carry-forwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.

- Provisions and contingent liabilities

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

- Fair Value measurement:

When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.

1.1 Terms / rights attached to equity shares :

The company has only one class of equity shares having a par value of Rs.5/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(i) Dividend paid and proposed:

Dividend on equity for the year ended March 31, 2017 was paid in FY 2017-18, at Rs.1/- per share is Rs.1,765.50 Lakhs and Dividend Distribution Tax paid Rs.375 Lakhs

Nature and purpose of the reserve

(i) Capital Reserve

This reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Securities Premium Reserve

Securities premium reserve is used to record the premium on issue of shares. The reserves is utilised in accordance with the provisions of the Companies Act, 2013

(iii) Debenture Redemption Reserve

The Company has issued Non-convertible Debentures. In accordance with the requirements of Section 71 of the Companies Act, 2013, the Company has transferred amounts to Debenture Redemption Reserve out of the profits.

(iv) General Reserve

This reserve was created as per the companies act by transferring of profit after tax to this reserve.

2.1 Long Term Borrowings:

(a) Secured Non Convertible debentures to the extent Rs.7,500 Lakhs (Previous year: Rs.7,500 Lakhs) are secured by Pari Passu charge on receivables of the Company.

(b) Vehicle Loans are secured by hypothecation of respective vehicles purchased.

3.1 Working Capital Loan is secured by first pari passu charge on all Current Assets and the movable Fixed Asset of the Company, Corporate guarantee of two promoter companies and personal guarantee of two directors.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of Plan assets held, assessed risks, historical results of return on plan assets and the Company''s policy for plan assets management.

These plans typically expose the Group to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of th e reporting period on government bonds. For oth er defin ed benefit plans, the discoun t rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan''s debt investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk

The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

4. Segment Reporting:

The Company is predominantly engaged in business of Tours & Travels under leisure segment, whose revenue and operating income are reviewed regularly by Chief Operating Decision Maker (CODM). Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 "Operating Segmentâ (Segment Reporting).

The Companyâs significant leasing arrangements are generally from 5 months to 85 months. Under these agreements, generally refundable interest-free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent (Refer Note 24).

5. Details of Loans given, investment made and guarantee given covered under section 186(4) of the Companies Act, 2013:

- Investment made are given under note 2.

- Loan given to subsidiaries,associates and joint venture for Business Purpose are given under note 30

- Loans given to others (as part of treasury operations of the Company bearing interest ranging from 10% to 12% p.a.) and guarantees/ securities given by the Company as at March 31, 2018 are as under:

6. Financial instruments - Fair values and risk management

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3: Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values:

Fair value of cash and short term deposits, trade and other short term receivables, current investment, security deposits, trade payables, other current liabilities, provisions and short term borrowings carried at amortised cost is not materially different from itâs carrying cost largely due to short term maturities of these financial assets and liabilities

Non-listed shares and other securities fall within level 3 of the fair value hierarchy. These investments are not material and their carrying value is considered as fair value.

Set out below is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments that are recognised in financial statements.

B. Measurement of fair values

i) Transfers between Levels 1 and 2

There have been no transfers between Level 1 and Level 2 during the reporting periods.

ii) Level 3 fair values

Non-listed shares and other securities fall within level 3 of the fair value hierarchy.

7. Financial instruments - Fair values and risk management (continued)

A) Financial Risks

The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Companyâs risk management policies. The committee reports regularly to the board of directors on its activities

The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

B. Capital Management

The Companyâs policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of âadjusted net debtâ to âadjusted equityâ. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity is defined as share capital plus reserves and surplus.

The Companyâs policy is to keep the ratio below 2.00. The Companyâs adjusted net debt to equity ratio at March 31, 2018 was as follows.

C. Risk management framework

The Companyâs activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Companyâs primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Companyâs risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Companyâs activities.

8. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables

The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company evaluates the concentration of risk with respect to trade receivables as low. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Expected credit loss assessment for customers as at March 31, 2017 and March 31, 2018

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss at March 31, 2018 and March 31, 2017 related to customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks and financial institutions of Rs.54,479 Lakhs and Rs.51,614 Lakhs as at March 31, 2018 and March 31, 2017 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Derivatives

The derivatives are entered into with credit worthy banks and financial institution counterparties. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Security deposits given to lessors

The Company has different types of lease agreements for its various branches and offices. The security deposit majorily pertains to rent deposit given to lessors. The Company does not expect any losses from non-performance by counter-parties

Investments in debentures

The Company limits its exposure to credit risk by generally investing in liquid securities and only in instruments that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties.

Loans, investments in group companies

The Company does not expect any losses from non-performance by these counter-parties as these are subsidaries, associates and entities held under common control neither has any significant concentration of exposures to specific industry sectors or specific country risks. The credit risk for loans and advances to group companies is considered negligible.

Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired.

9. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Companyâs reputation.

The Company has obtained fund and non-fund based working capital lines from various banks and financial institutions. Furthermore, the Company has access to funds from non-convertible debentures and further credit lines from the Banks. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

As of March 31, 2018, the Company had working capital (Total current assets - Total current liabilities) of Rs.2,79,739 Lakhs including cash and cash equivalents of Rs.51,945 Lakhs. As of March 31, 2017, the Company had the working Capital of Rs.2,81,156 Lakhs including cash and cash equivalents of Rs.44,370 Lakhs.

Exposure to liquidity risk

The table below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

* all non derivative financial liabilities

* net and gross settled derivative financial instruments for which the contractual maturities are essential for the understanding of the timing of the cash flows.

10. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions.

Following table gives companyâs short-term and long term loans and borrowings, including interest rate profiles:

Interest rate sensitivity - fixed rate instruments

The company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in IND AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.

Interest rate sensitivity - variable rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased equity and profit or loss by amounts shown below. This analyses assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

11. Currency Risk

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. Thus, the Companyâs exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

Exposure to currency risk

The summary quantitative data about the Company''s exposure to currency risk as reported to the management of the Company is as follows:

Sensitivity analysis

A 3% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss and equity as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

12. Other Notes

(a) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. Company has invested Rs.250 Lakhs in equity capital, Rs.3958.10 Lakhs as loans and has trade receivable of Rs.519.03 Lakhs as at March 31, 2018. Based on the legal opinion, the company is confident of favourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

(b) Balances of trade receivables and trade payables are as per books of accounts and subject to confirmation and reconciliation, if any.

(c) I n the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the companyâs business, which is at least equal to the amount at which they are stated in the balance sheet.

(d) The Board of Directors at its meeting held on May 28, 2018 has approved the Financial Statement for year ended March 31, 2018.

(e) The Board of Directors have recommended a dividend of 20% (Rs.1/- per equity share) Previous year 20% (Rs.1/- per equity share) subject to shareholders approval at the ensuing AGM.

Mar 31, 2017

The Company''s significant leasing arrangements are generally from 5 months to 85 months. Under these agreements, generally refundable interest-free deposits have been given. In respect of above arrangements, lease rentals payable are recognized in the Statement of Profit and Loss for the year and included under Rent (Refer Note 24).

1. As per Ind AS 24, the disclosures of transactions with the related parties are given below :

(a) List of the related parties where control exists and related parties with whom transactions have taken place and relationship.

A Subsidiary Companies:

1 Clearmine Limited UK

2 Cox & Kings Destination Management Services Limited

3 Cox & Kings Tours LLC, Dubai

4 Cox and Kings Singapore Private Limited

5 Quoprro Global Limited

6 Cox and Kings Asia Pacific Travel Limited

7 Quoprro Global Services Pvt Limited

8 Cox & Kings Global Services Pvt Limited

9 Cox & Kings Japan Limited

10 Cox and Kings Destinations Management Services Pvt Limited

11 Prometheon Enterprise Limited

12 Cox & Kings (UK) Limited

13 Cox & Kings Financial Service Limited (With effect from December 29, 2016)

14 Cox & Kings Travel Limited

15 East India Travel Company Inc

16 Cox & Kings (Shipping) Limited

17 Cox & Kings Special Interest Holidays Limited

18 Cox & Kings Tours Limited

19 Cox & Kings Enterprises Limited

20 Cox & Kings Holdings Limited

21 ETN Services Limited

22 Cox & Kings Finance Limited

23 Cox & Kings Finance (Mauritius) Limited

24 Cox & Kings (Agents) Limited

25 C&K Investments Limited

26 Grand Tours Limited

27 Cox & Kings (Australia) Pty Limited

28 Tempo Holidays Pty Limited

29 Tempo Holidays NZ Limited

1 fits I

30 Cox and Kings Nordic PTY Limited

31 Cox and Kings PGL Camps Pty Limited

32 Prometheon Holdings Pvt Limited

33 Cox and Kings Global Services (Singapore) Pte Limited

34 Cox & Kings Global Services Management (Singapore) Pte Limited

35 Cox & Kings Gmbh

36 Cox and Kings Global Services Hellas, Greece

37 Cox & Kings Global Services LLC Dubai

38 Quoprro Global Services Pte. Limited

39 Quoprro Global Services Pvt Limited

40 Cox and Kings Consulting Service (Beijing) Co. Limited

41 Cox and Kings Global Services LLC, USA

42 Cox & Kings Global Services Sweden AB

43 Cox & Kings Egypt

44 Cox & Kings Global Services Lanka Pvt Limited

45 Prometheon Holdings (UK) Limited

46 Prometheon Limited

47 Holidaybreak Limited

48 NST Limited

49 NST Transport Services Limited

50 SASu Le Chateau d''Ebblinghem

51 SARL Chateau d''Ebblinghem

52 PGL Air Travel Limited

53 PGL Voyages Limited

54 PGL Travel Limited

55 PGL Adventure Limited

56 Freedom of France Limited

57 Noreya SL

58 PGL Adventure SAS

59 Simpar Sasu

60 Chateau de Lamorlaye SCI

61 SCI Domaine de Segries

62 European Study Tours Limited

63 NST Holdings Limited

64 NST Travel Group Limited

65 PGL Group Limited

66 EST Transport Purchasing Limited

67 Business Reservations Centre Holland BV

68 Bookit BV

69 BV Weekendjeweg.nl

70 Business Reservations Centre Holland Holding BV

71 Edge Adventures Ltd.

72 Holidaybreak Trustee Limited

73 Holidaybreak Holding Company Limited

74 Holidaybreak Education Limited

75 Holidaybreak Quest Trustee Limtied

76 Hotelnet Limited

77 SAS Travelworks France

78 Travelplus Group Gmbh, Germany

79 Travelplus Group Gmbh, Austria

80 Travelworks UK Limited

81 Hole In The Wall Management Limited

82 Meininger Hotels Limited (formerly Holidaybreak Hotel Holdings Limited)

83 Holidaybreak Hotel Holdings GmbH

84 Meininger Amsterdam Amstelstation BV

85 PGL Travel PTY Limited

86 PGL Property PTY Limited

87 PGL Adventure Camps PTY Limited

88 Meininger Amsterdam B.V.

89 Meininger Shared Services Gmbh

90 Meininger Berlin Hauptbahnhof Gmbh

91 Meininger â10" Hamburg Gmbh

92 Meininger Airport Frankfurt Gmbh

93 Meininger Brussels Gmbh

94 Meininger West GmbH & Co KG

95 Meininger West Verwaltungs Gmbh

96 Meininger "10" City Hostel Koln Gmbh

97 Meininger "10" Frankfurt Gmbh

98 Meininger Oranienburger StraRe Gmbh

99 Meininger Hotel Berlin Eastside Gallary GMBH

100 Meininger "10" City Hostel Berlin-Mitte Gmbh

101 Meininger "10" Hostel Und Reisevermittlungs Gmbh

102 Meininger Airport Hotels Bbi Gmbh

103 Meininger Hotel Berlin Tiergarten GmbH (formerly Meininger Postdamer Platz GmbH)

104 Meininger Barcelona Gmbh

105 Meininger City Hostels & Hotels Gmbh

106 Meininger Limited

107 Meininger Hotelerrichtungs Gmbh

108 Meininger Wien Gmbh

109 Meininger Wien Schiffamtsgasse Gmbh

110 Meininger Holding GmbH

111 Meininger Finance Co Limited

112 Meininger Paris SCI

113 Prometheon Australia Pty Ltd

114 Prometheon Singapore pte Ltd

115 Meininger Hotel Heidelberg GmbH (formly Meininger Hotel Munchen Hirschgarten GmbH)

116 Meininger Hotel Munchen Olympiapark GmbH

117 Meininger Hotel Leipzig Hauptbahnhof GmbH

118 Meininger Hotel USA Limited

119 Meininger Holding USA Inc

120 Meininger Hotel Europe Limited

121 Meininger Hotel Rome Termini Station S.r.l

122 Meininger Hotel Venice Marghera S.r.l

123 Meininger Hotel Hungary kft

124 Meininger Hotel Asia Pacific Pte. Limited

125 Hotelbreak Enterprise UK Ltd

126 Hotelbreak Holdings UK Limited

127 Meininger Hotels (India) Private Ltd (With effect from August 01, 2016)

128 Meininger Hotel Genf AG, Geneva

129 Meininger Hotel Lyon SAS (With effect from February 28, 2017)

130 Meininger Hotel Milan City SRL (With effect from February 24, 2017)

131 Meininger Hotel Brussels Midi Station SA (With effect from October 14, 2016)

132 Meininger Hotel Milan Lambrate SRL (With effect from October 11, 2016)

133 Meininger Hotel Zurich AG (With effect from October 06, 2016)

134 Meininger Hotel Russia Limited (With effect from July 04, 2016)

135 Meininger Hotel Copenhagen ApS (With effect from October 12, 2016)

136 Meininger Hotel Paris Porte de Vincennes SAS, (With effect from May 31, 2016)

137 Cox & Kings Global Services Private Limited (With effect from March 06, 2017)

138 Explore Worldwide Limited Upto December 01, 2015

139 Explore Aviation Limited Upto December 01, 2015

140 Explore Worldwide Adventures Limited Upto December 01, 2015

141 Regal Diving and Tours Limited Upto December 01, 2015

142 Superbreak Mini-Holidays Limited Upto March 30, 2016

143 Superbreak Mini Holidays Group Limited Upto March 30, 2016

144 Superbreak Mini-Holidays Transport Limited Upto March 30, 2016

145 Meininger Hotel Munchen Hirschgarten GmbH

146 Hotels London Limited Upto March 30, 2016)

147 Late Rooms Limited Upto March 30, 2016)

B Associate/Group Company:

148 Tulip Star Hotels Limited

149 Radius Global Travel Limited

150 Malvern Enterprises (UK) Ltd (With effect from March 30, 2016)

C Key Managerial Personnel:

151 Mr. A.B.M Good - Chairman

152 Mr. Peter Kerkar - Director

153 Ms. Urrshila Kerkar - Director

The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at year-end are unsecured, unless specified and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured, interest free and will be settled in cash.

34. First-time adoption of Ind AS

A. Exemptions and exceptions availed A.1 Ind AS mandatory exceptions A.1.1 Estimates

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS are consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 1, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for impairment of financial assets based on expected credit loss model in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

A.1.2 De-recognition of financial assets and liabilities

The Company has elected to apply the derecognition requirements for financial assets and financial liabilities in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

A.1.3 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

A.2 Ind AS optional exemptions A.2.1 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets at their previous GAAP carrying value.

A.2.2 Deemed cost - Investments in subsidiaries, associates and joint venture

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its Investments in subsidiaries, associates and joint venture as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. Accordingly, the Company has elected to measure all of its Investments in subsidiaries, associates and joint venture at their previous GAAP carrying value.

A.2.3 Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to apply this exemption for such contracts/arrangements.

2. Explanation of transition to Ind AS:

For the purposes of reporting as set out in Note 2(a) of Significant accounting policies, we have transitioned our basis of accounting from Indian generally accepted accounting principles ("IGAAP") to Ind AS. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.

Explanation of material adjustmentsâ to Statement of Cash Flows for the year ended March 31, 2016:

The transition from Previous GAAP to Ind AS has no material impact on the statement of Cash Flows.

Notes to the reconciliation:

1. Franchisee Income: Adjustment entries were posted to straight-line the franchisee income over the period of the franchisee agreement and for reversal of franchisee income booked on receipt basis.

2. Revenue recognition:

Gross v/s Net: Following revenues, which were recognized on net basis under previous gaap has been stated on gross basis under Ind AS , as company is considered principal and have to recognize revenue and costs on a gross basis in the following cases:

> Package sales (inbound and outbound)

> Franchisee arrangements- considered to be principal and franchise commission reduced from revenue to be grossed up.

3. Security Deposits: Under Indian GAAP, interest free security deposits from franchisee are recorded at their transaction value. Under Ind AS, all financial instruments are required to be measured at their fair value on initial recognition. Accordingly, security deposits from franchisee have been fair valued under Ind AS. Difference between transaction value and fair value has been recognized as unearned income. Unearned income is amortized over the franchise agreement term and notional interest income is recognized on unwinding of security deposits.

4. Leases:

Security Deposits: Under Indian GAAP, interest free security deposits for lease (that are refundable in cash) are recorded at their transaction value. Under Ind AS, all financial instruments are required to be measured at their fair value on initial recognition. Accordingly, security deposits have been fair valued under Ind AS. Difference between transaction value and fair value has been recognized as Prepaid expenses. Prepaid expenses is amortized over the agreement term and notional interest expense is recognized on unwinding of security deposits. Arrangement in the nature of Lease: Arrangements for specific assets with right to use would amount to lease arrangements. Accordingly, arrangement for Deccan Odyssey was recognized as a leasing arrangement under Ind AS.

5. Advertisement Cost: Advertisement spends currently amortized over the season for which packages are advertised. The Company is required to recognize advertisement costs as and when the advertisements are published.

6. Financial instruments: Under Indian GAAP, origination costs are expensed when incurred. However under Ind AS, origination costs are included in the computation of interest as per EIR (Effective Interest rate) method and are expensed to the Statement of Profit and loss based on revised EIR.

7. Trade Receivables: Under Indian GAAP, the company had recognized provision on trade receivables based on the expectation of the Company. Under Ind AS, the company provides loss allowance on receivables based on the Expected Credit Loss (ECL) model which is measured following the "simplified approach" at an amount equal to the lifetime ECL at each reporting date.

8. Proposed Dividend: Under previous GAAP, dividend on equity shares recommended by the Board of Directors after the end of reporting period but before the financial statements were approved for issue, was recognized as a liability in the financial statements in the reporting period relating to which dividend was proposed. Under IND AS, such dividend is recognized in the reporting period in which the same is approved by the members in a general meeting.

9. Employee benefits: Both under IGAAP and Ind-AS, the company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under IGAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI.

10. Deferred tax assets (net):

Impact on deferred tax is on account of transition to Ind AS.

3. Financial instruments - Fair values and risk management

A. Accounting classification and fair values

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3: Inputs for the asset or liability that are not based on observable market data.

Following methods and assumptions are used to estimate the fair values:

Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short-term borrowings carried at amortized cost is not materially different from it''s carrying cost largely due to short term maturities of these financial assets and liabilities.

Non-listed shares and other securities fall within level 3 of the fair value hierarchy. These investment are not material and their carrying value is consider as fair value.

B. Measurement of fair values

i) Transfers between Levels 1 and 2

There have been no transfers between Level 1 and Level 2 during the reporting periods.

ii) Level 3 fair values

Non-listed shares and other securities fall within level 3 of the fair value hierarchy.

4. Financial instruments - Fair values and risk management

A. Financial Risk

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

B. Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity is defined as share capital plus reserves and surplus.

C. Risk management framework

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company evaluates the concentration of risk with respect to trade receivables as low. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Expected credit loss assessment for customers as at April 1,2015, March 31,2016 and March 31,2017.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macroeconomic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behavior and extensive analysis of customer credit risk. The impairment loss at March 31, 2017 related to customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

Derivatives

Security deposits given to lessons

Investments in debentures

Loans, investments in group companies

The Company does not expect any losses from non-performance by these counter-parties as these are subsidiaries, associates and entities held under common control neither has any significant concentration of exposures to specific industry sectors or specific country risks. The credit risk for loans and advances to group companies is considered negligible.

Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired.

5. Liquidity risk

As of March 31, 2017, the Company had working capital (Total current assets - Total current liabilities) of Rs,2,81,156 lakhs including cash and cash equivalents of Rs,51,614 lakhs. As of March 31, 2016, the Company had working capital of Rs,2,19,067 lakhs including cash and cash equivalents of Rs,49,408 lakhs. As of April 1, 2015, the Company had working capital of Rs,2,39,296 lakhs, including cash and cash equivalents of Rs,39,704 lakhs.

Exposure to liquidity risk

The table below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

* all non derivative financial liabilities.

* Interest rate on financial assets and liabilities is variable during the year.

Interest rate sensitivity - fixed rate instruments

The company''s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in IND AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.

Interest rate sensitivity - variable rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased/ decreased equity and profit or loss by amounts shown below. This analyses assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

(Note: The impact is indicated on the profit/loss before tax basis)

6. Currency Risk Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Currency risk

(a) The Royale India Rail Tours Ltd. (RRITL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. Company has invested Rs,250 Lakhs in equity capital, Rs,3958.10 Lakhs as loans and has trade receivable of Rs,519.03 Lakhs as at March 31, 2017. Based on the legal opinion, the company is confident of favorable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

(b) Balances of trade receivables and trade payables are as per books of accounts and subject to confirmation and reconciliation, if any.

(c) In the opinion of the Board of Directors, other current assets have a value on realization in the ordinary course of the company''s business, which is at least equal to the amount at which they are stated in the balance sheet.

(d) The Board of Directors at its meeting held on May 29, 2017 has approved the Financial Statement for year ended March 31, 2017.

(e) The Board of Directors have recommended a dividend of 20% (''1/- per equity share) Previous year 20% (''1/- per equity share) subject to shareholdersâ approval at the ensuing AGM.

Mar 31, 2016

1. Terms/rights attached to equity shares:

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Long Term Borrowings:

(a) Secured Non Convertible debentures to the extent Rs.14,500 Lacs (Previous Year Rs.14,500 lacs) are secured by First Pari Passu charge on all Fixed and Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent Rs.7,500 lacs (Previous Year Rs.7,500 Lacs) are secured by Pari Passu charge on receivables of the Company.

(c) Secured Term Loan from Financial Institution to the extent Rs.2,025 lacs (Previous Year Rs.4,672 lacs) is secured by Subservient Charge on the fixed assets of the company, Second charge on the current assets of the company pledge of 14,02,500 Equity shares of Tulip Star Hotels Limited held by the company.

(d) Vehicle Loans are secured by hypothecation of respective vehicles purchased.

3. Working Capital Loan is secured by first pari passu charge on all Current Assets and the movable Fixed Asset of the Company, Corporate guarantee of two promoter companies and personal guarantee of two directors.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company''s policy for plan assets management.

4. Segment Reporting:

The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this main business. As such, there are no separate reportable segments as per the Accounting Standard 17 (Segment Reporting).

5. As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below

(a) List of the related parties where control exists and related parties with whom transactions have taken place and relationship.

Disclosure in respect of significant related party transaction during the year.

1 Purchase/subscription of Investments includes Rs.1 Lac (Previous Year Rs. Nil) in Hotelbreak Enterprises Ltd., Rs.6,076 Lacs (Previous year Rs.Nil) in Malvern Enterprise (UK) Ltd. and Rs. Nil (Previous year Rs.117 Lacs) in Cox and Kings Destination Management Services Pvt. Ltd.

2 Subscription of share warrants includes Rs.Nil (Previous year Rs.5,615 Lacs) from Standford Trading Private Limited.

3 Loan given during the year includes Rs.952 Lacs (Previous year Rs.1,095 Lacs) to Cox & Kings Asia Pacific Travel Ltd., Rs.10,757 Lacs (Previous Year Rs.2,403 Lacs) to Cox & Kings Global Service Pvt. Ltd., Rs.2,844 Lacs (Previous Year Rs.4,453 Lacs) to Cox & Kings Singapore Pvt. Ltd. and Rs.55,869 Lacs (Previous year Rs.28,167 Lacs) to Prometheon Enterprise Ltd.

Loan returned during the year includes Rs.14,300 (Previous year Rs. Nil) by Cox & Kings Global Service (Singapore) Pte. Ltd., Rs.2990 (Previous Year Rs.Nil) by Cox & Kings (UK) Ltd., Rs.2437 (Previous Year Rs.Nil) Cox & Kings Australia Pvt. Ltd. Rs.Nil (Previous year Rs.1399 Lacs) by Prometheon Holdings (UK) Ltd.

4 Guarantees issued during the year includes Rs. Nil (Previous year Rs.4,364 Lacs) for Cox & Kings PGL Camps Pty. Ltd., Rs.11,581 Lacs (Previous Year Nil) for Cox & Kings Tours (L.L.C), Rs.Nil (Previous Year Rs.21,351 Lacs) for Prometheon Enterprise Ltd., Rs.1,654 Lacs (Previous year Rs.Nil) Cox & Kings (UK) Ltd. and Rs.1654 Lacs (Previous year Rs.Nil) Cox & Kings (Japan) Ltd.

5 Purchases include Cox & Kings Destination Management Services Ltd. Rs.2,193 Lacs (Previous year Rs.1,193 Lacs), Cox & Kings Tours (L.L.C.) Rs.33,779 Lacs (Previous year Rs.2,443 Lacs), Ezeego One Travels and Tours Ltd. Rs.71,590 Lacs (Previous year Rs.48,628 Lacs), Cox & Kings Destination Management Pvt. Ltd. Singapore Rs.Nil (Previous year Rs.1 Lac) and Cox & Kings Global Services Pvt. Ltd. Rs.271 Lacs (Previous year Rs.275 Lacs).

6 Sales include Ezeego One Travels and Tours Ltd. Rs.83,778 Lacs (Previous year Rs.51,628 Lacs), Cox & Kings Travel Ltd. Rs.1,866 Lacs (Previous year Rs.2,012 Lacs), Cox & Kings LLC Dubai Rs.1,391 Lacs (Previous Year Rs.1,144 Lacs) and Cox & Kings Global Service Pvt. Ltd. Rs.141 Lacs (Previous year Rs.695 Lacs)

7 Other Operating Income includes Rs.264 Lacs (Previous Year Rs.358 Lacs) from Cox & Kings Global Services Pvt. Ltd. Rs.155 Lacs (Previous Year Rs.191 Lacs) from Tempo Hoildays Pty. Ltd., Cox & Kings Tours LLC Rs.87 Lacs (Previous Year Rs.105 Lacs), East India Travel Inc. Rs.161 Lacs (Previous Year Rs.119 Lacs) and Ezeego One Travels and Tours Ltd Rs.280 (Previous Year Rs.100 Lacs).

8 Payment to Key Managerial Person includes Rs.250 Lacs (Previous year Rs.162 Lacs) paid to Ms. Urrshila Kerkar.

9 Director Sitting fees paid to Key Managerial Person includes Rs.2 Lacs (Previous year Rs.1 Lacs) paid to Mr. A.B.M. Good and Rs.1 Lac (Previous year Rs.1 Lac) to Mr. Peter Kerkar.

10 Interest received on Loans and Advances includes Rs.403 Lacs (Previous Year Rs.225 Lacs) from Cox & Kings Singapore Pte. Ltd., Rs.3,183 Lacs (Previous Year Rs.592 Lacs) from Prometheon Enterprise Ltd. Rs.422 Lacs (Previous Year Rs.391 Lacs) from Cox & Kings Asia Pacific Travel Ltd., and Rs.848 Lacs (Previous Year Rs.544 Lacs) from Cox & Kings Global Service (Singapore) Pty. Ltd.

11 Interest received on Current Investment includes Rs.120 Lacs (Previous Year Rs.120 Lacs) from Ezeego one Travel & Tours Ltd.

12 Guarantee Commission received from Prometheon Holdings (UK) Limited for Rs. Nil (Previous Year Rs.256 Lacs), Prometheon Enterprise Limited Rs.671 Lacs (Previous Year Rs.596 Lacs) and Hotelbreak Enterprise Uk Ltd Rs.30 Lacs (Previous Year Rs.Nil).

b) The Company''s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitments compiled on the basis of unaudited financial statements received from joint ventures is as follows:

6.. Remittances In Foreign Currency on Account of Dividend

The company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remittable in this respect is given herein below:

7.. Balances of Trade Receivables and Trade Payables are as per books of accounts and subject to confirmation & reconciliation, if any.

8.. Details of Loans given, investment made and guarantee given covered under section 186(4) of the Companies Act, 2013:

- Investment made are given under note 11

- Loan given to subsidiaries, associates and joint venture for business purpose are given under note 30

- Loans given to others (as part of treasury operations of the Company bearing interest ranging from 14% to 18% p.a.) and guarantees/securities given by the Company as at March 31, 2016 are as under: .

9. Other Notes

(a) Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

(b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. Company has invested Rs.250 lacs in equity capital, Rs.3958.10 lacs as loans and has trade receivable of Rs.519.03 lacs as at March 31, 2016. Based on the legal opinion, the company is confident of favorable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

Mar 31, 2015

1. Segment Reporting:

The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this main business. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting).

2. As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below

(a) List of the related parties where control exists and related parties with whom transactions have taken place and relationship.

Disclosure in respect of significant related party transaction during the year.

1 Purchase/subscription of Investments includes Rs.Nil (Previous Year Rs.2,999 Lacs) in Quoprro Global Services Pvt. Ltd., Rs.117 Lacs (Previous year Rs.174 Lacsl) in Cox and Kings Destination Management Services Pvt. Ltd.

2 Subscription of share warrants includes Rs.5615 lacs ( Previous year Rs.Nil ) from Standford Trading Private Limited.

3 Loan given during the year inlcludes Rs.1,095 Lacs (Previous year Rs.3,345 Lacs) to Cox and Kings Asia Pacific Travel Ltd., Rs.2,403 Lacs (Previous Year Rs.4,990 Lacs) to Cox and Kings Global Service Pvt. Ltd., Rs.4,453 Lacs (Previous Year Rs.1,064 Lacs) to Cox and Kings Global Services (Singapore) Pte. Ltd. and Rs.28,167 Lacs (Previous year Rs.Nil Lacs) to Prometheon Enterprise Ltd.Rs.20,583 Lacs (Previous Year Rs.1,064 Lacs) to Cox and Kings Global Service (Singapore) Pty. Ltd.

Loan returned during the year includes Rs.Nil (Previous year Rs.12,556 Lacs) by Prometheon Enterprise Ltd., Rs.Nil (Previous Year Rs.3,333 Lacs) by Cox and Kings Singapore Pvt. Ltd., Rs.Nil (Previous Year Rs.9,058 Lacs) and by Cox and Kings Australia Pvt. Ltd. Rs.1,399 Lacs (Previous year Rs.Nil ) by Prometheon Holdings (UK) Ltd. and by Ezeego One Travels & Tours Ltd. Rs.2,216 Lacs (Previous year Rs.Nil).

4 Guarantees issued during the year includes those for Cox and Kings PGL Camps Pty. Ltd. Rs.4,364 Lacs (Previous year Rs.Nil), Cox and Kings Singapre Pvt. Ltd. Rs.Nil (Previous Year Rs.61,460 Lacs) and Rs.170,967 (Previous Year Rs.Nil) for Prometheon Enterprise Ltd.

5 Purchases include Cox & Kings Destination Management Services Ltd. Rs.1,193 Lacs (Previous year Rs.1,621 Lacs), Cox & Kings Tours (L.L.C.) Rs.2,443 Lacs (Previous year Rs.2,062 Lacs), Ezeego One Travels and Tours Ltd. Rs.48,628 Lacs (Previous year Rs.37,081 Lacs) and Cox & kings Destination Management Pvt. Ltd. Singapore Rs.1 Lacs (Previous year Rs.408 Lacs)

6 Sales include Ezeego One Travels and Tours Ltd. Rs.51,628 Lacs (Previous year Rs.31,541 Lacs), Cox & Kings Travel Ltd. Rs.2,012 Lacs (Previous year Rs.1,763 Lacs), Cox and Kings LLC Dubai Rs.1,144 Lacs (Previous Year Rs.1,323 Lacs) and Cox and Kings Global Service Pvt. Ltd. Rs.695 Lacs (Previous year Rs.165 Lacs)

7 Other Operating Income includes Rs.358 Lacs (Previous Year Rs.142 Lacs) from Cox & Kings Global Services Pvt. Ltd. Rs.191 Lacs (Previous Year Rs.80 Lacs) from Tempo Hoildays Pty. Ltd., Cox & Kings Tours LLC Rs.105 Lacs (Previous Year Rs.62 Lacs) and East India Travel Inc. Rs.119 Lacs (Previous Year Rs.32 Lacs).

8 Payment to Key Managerial Person includes Rs.162 Lacs (Previous year Rs.160 Lacs) paid to Ms. Urrshila Kerkar.

9 Director Sitting fees paid to Key Managerial Person includes Rs.1 Lacs (Previous year Rs.2 Lacs) paid to Mr. A.B.M.Good and Rs.1 Lacs (Previous year Rs.1 Lacs) to Mr. Peter Kerkar.

10 Interest received includes Rs.225 Lacs (Previous Year Rs.471 Lacs) from Cox and Kings (Singapore) Pte. Ltd., Rs.592 Lacs (Previous Year Rs.455 Lacs) from Prometheon Enterprise Ltd. Rs.391 Lacs (Previous Year Rs.356 Lacs) from Cox and Kings Asia Pacific Travel Ltd. and Rs.544 Lacs (Previous Year Rs.90 Lacs) from Cox and Kings Global Service (Singapore) Pty. Ltd.

11 Guarantee Commission received from Prometheon Holdings (UK) Limited for Rs.256 Lacs (Previous Year Rs.596 Lacs) and Prometheon Enterprise Limited Rs.596 Lacs (Previous Year Rs.599 Lacs).

3. Contingent Liabilities: (Rs. in lakhs)

As at March 31

2015 2014

I. Guarantees:

Corporate Guarantee given on behalf of wholly owned subsidiaries 175,331 357,560

Guarantees given by Bank 6,046 12,313

II. Legal Disputes

Disputed income Tax Demand 762 438

Disputed Service Tax demand 12,908 12,908

Claim against the Company not acknowledged as debts 1,126 1,393

Total 196,173 384,612

4. Balances of Trade Receivables and Trade Payables are as per books of accounts and subject to confirmation & reconciliation, if any.

5. Other Notes

(a) Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.

(b) The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox & Kings Ltd. IRCTC has terminated the joint venture agreement on August 12, 2011. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. Company has invested Rs.250 lacs in equity capital, Rs.3958.10 lacs as loans and has trade receivable of Rs.519.03 lacs as at March 31, 2015. Based on the legal opinion, the company is confident of favourable outcome of the arbitration proceeding and no provision is considered necessary in the accounts.

(c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company's business, which is at least equal to the amount at which they are stated in the balance sheet.

Mar 31, 2014

1. Terms/rights attached to equity shares:

The company has only one class of equity shares having a par value of '' 5/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Long Term Borrowings:

(a) Secured Non Convertible debentures to the extent Rs. 17,000 Lacs (Previous Year Rs. 17,000 Lacs) are secured by First Pari Passu charge on all Fixed and Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent Rs. 10,000 Lacs (Previous Year Rs. 10,000 Lacs) are secured by First Pari Passu charge on all Current Assets of the Company.

(c) Secured Non Convertible debentures to the extent Rs. 7,500 Lacs (Previous Year Rs. Nil) are secured by Pari Passu charge on receivables of the Company.

(d) Secured Non Convertible debentures to the extent Rs. 7,500 Lacs (Previous Year Rs. Nil) are secured by Subservient charge on Current Assets of the Company.

(e) Secured Term Loan from Financial Institution to the extent of Rs. 5,136 Lacs (Previous Year Rs. Nil) is secured by subservient charge on the fixed assets, second charge on current assets & pledge of 14,02,500 equity shares of Tulip star Hotel Ltd. held by the company.

(f) Vehicle Loans are secured by hypothecation of respective vehicles purchased.

(g) Two of the Promoter Directors has given Personal Guarantee for Unsecured Loan from Bank.

3. Segment Reporting:

The Company is mainly engaged in Tours and Travels activity. All activity of the company revolve around this main business. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.

Note : The Figures in Italics are in respect of previous year

Disclosure in respect of significant related party transaction during the year.

1 Purchase/subscription of Investments includes Rs. 2,999 Lacs (Previous Year Rs. Nil) in Quoprro Global Services Pvt. Ltd., Rs. 174 Lacs (Previous year Rs. Nil) in Cox and Kings Destination Management Services Pvt. Ltd., Rs. Nil (Previous year Rs. 1,799 Lacs) in Prometheon Holdings (UK) Limited, Rs. Nil (Previous year Rs. 9 Lacs) in Prometheon Enterprises Ltd. UK.

2 Loan given during the year includes Rs. 3,345 Lacs (Previous year Rs. 3,377 Lacs) to Cox and Kings Asia Pacific Travel Ltd., Rs. 4,990 Lacs (Previous Year Rs. 472 Lacs) to Cox and Kings Global Service Pvt. Ltd., Rs. 1,064 Lacs (Previous Year Rs. 997 Lacs) to Cox and Kings Global Services (Singapore) Pte. Ltd. and Rs. Nil (Previous year Rs. 19,450 Lacs) to Prometheon Enterprise Ltd.

Loan returned during the year includes Rs. 12,556 Lacs (Previous year Rs. Nil) by Prometheon Enterprise Ltd., Rs. 3,333 Lacs (Previous Year Rs. Nil) by Cox and Kings Singapore Pvt. Ltd., Rs. 9,058 Lacs (Previous Year Nil) Cox and Kings Australia Pvt. Ltd. and Rs. Nil (Previous year Rs. 98,851 Lacs) by Prometheon Holdings (UK) Ltd.

3 Guarantees issued during the year includes those for Cox and Kings Singapore Pvt. Ltd. Rs. 61,460 Lacs (Previous Year Rs. 4,032 Lacs) and Rs. Nil (Previous Year Rs. 130,284 Lacs) for Prometheon Enterprise Ltd.

4 Purchases include Cox & Kings Destination Management Services Ltd. Rs. 1,621 Lacs (Previous year Rs. 3,058 Lacs), Cox & Kings Tours L.L.C. Rs. 2,062 Lacs (Previous year Rs. 1,432 Lacs), Ezeego One Travels and Tours Ltd. Rs. 37,081 Lacs (Previous year Rs. 1,988 Lacs) and Cox & kings Destination Management Pvt. Ltd. Singapore Rs. 408 Lacs (Previous year Rs. 827 Lacs)

5 Sales include Ezeego One Travels and Tours Ltd. Rs. 31,612 Lacs (Previous year Rs. 32,367 Lacs), Cox & Kings Travel Ltd. Rs. 1,763 Lacs (Previous year Rs. 1,547 Lacs) and Cox and Kings LLC Dubai Rs. 1,385 Lacs (Previous Year Rs. 1,181 Lacs).

6 Payment to Key Managerial Person includes Rs. 160 Lacs (Previous year Rs. 161 Lacs) paid to Ms. Urrshila Kerkar.

7 Director Sitting fees paid to Key Managerial Person includes Rs. 2 Lacs (Previous year Rs. 1 Lacs) paid to Mr. A.B.M. Good and Rs. 1 Lacs (Previous year Rs. 2 Lacs) to Mr. Peter Kerkar.

8 Interest received includes Rs. 471 Lacs (Previous Year Rs. Nil) from Cox and Kings (Singapore) Pte. Ltd., Rs. 455 Lacs (Previous Year Rs. Nil) from Prometheon Enterprise Ltd. and Rs. 356 Lacs (Previous Year Rs. Nil) from Cox and Kings Asia Pacific Travel Ltd.

9 Guarantee Commission received from Prometheon Holdings (UK) Limited for Rs. 596 Lacs (Previous Year Rs. 797 Lacs) and Prometheon Enterprise Limited Rs. 599 Lacs (Previous Year Rs. 140 Lacs).

4. Contingent Liabilities:

(Rs. in Lacs)

Particulars As at As at 31st March, 31st March, 2014 2013

Guarantees:

Corporate Guarantee given on behalf of wholly owned subsidiaries 3,57,560 2,84,685

Guarantees given by Bank 12,313 20,751

Tax demands:

Disputed Income Tax Demand 438 954

Disputed Service Tax Demand 12,908 12,908

Legal Claims:

Claim against the Company not acknowledged as debts 1,393 1,071

Total 3,84,612 3,20,369

5. Balances of Trade Receivables and Trade Payables are as per books of accounts and subject to confirmation & reconciliation, if any.

6. Other Notes

(a) Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

(b) The Royale India Rail Tours Ltd. (RRITL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox & Kings Ltd. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end.

(c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company''s business, which is at least equal to the amount at which they are stated in the balance sheet.

(d) The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the companies Act 1956, subject to fulfilment of conditions stipulated in the circular. The company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

Mar 31, 2013

1. Segment Reporting:

The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this main business. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.

2. Leases

The company has operating lease in respect of office premises. Future lease rentals payable in respect of the above which are non cancellable is as follows :

3. Remittances In Foreign Currency on Account of Dividend

The company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remit table in this respect is given herein below:

4. Commitments

A. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.271 Lacs (Previous year Rs.189 Lacs).

5. Financial Derivative Instruments:

A. Derivative contract entered into by the company for hedging currency risk and outstanding as on 31st March, 2013. Nominal amount of forward contract entered into by the company and outstanding as on 31st March, 2013 amounting to Rs. 274 Lacs (Previous year Rs. 205 Lacs)

B. Foreign Currency Exposure that are not hedged by derivative instruments as on 31st March, 2013 amounting to Rs. 16,169 Lacs (Previous year Rs. 6,743 Lacs)

6. Other Notes

A. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

B. The Royale India Rail Tours Ltd.(RRITL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox and Kings Ltd. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration which is on going process. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end.

C. In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company''s business, which is at least to the amount at which they are stated in the balance sheet.

D. The Ministry of Corporate Affairs, Government of India, Vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the companies Act 1956, subject to fulfilment of conditions stipulated in the circular. The company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

Mar 31, 2012

1.1 38,887,890 equity shares of face value Rs.5/- each (Previous Year 19,443,945 equity shares of face value Rs. 10/- each) out of issued, subscribed & paid up share capital were alloted as bonus shares in the past five years by capitalisation of reserves.

1.2 2,399,630 equity shares of face value Rs.5/- each (Previous Year 1,199,815 equity shares of face value Rs. 10/- each) out of issued, subscribed & paid up share capital were alloted as bonus shares in the past five years pursuant to the contract without payment being received in cash.

1.3 The equity shares of the Company of Face value of Rs. 10/- each were sub-divided into equity shares of Rs.5/- with effect from June 22, 2011

1.4 Terms/rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs. 5/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2.1 Long Term Borrowings:

(a) Secured Non Convertible debentures to the extent Rs.50,000 Lacs (Previous Year Nil) are secured by First Pari Passu charge on Fixed and Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent Rs. 10,000 Lacs (Previous Year Nil ) are secured by First Pari Passu charge on Current Assets of the Company.

(c) Secured Term Loan from Bank to the extent Rs.4,735 Lacs (Previous Year Rs.6,662 Lacs) is secured against Credit Card Receivables, second charge on the current assets of the Company, present and future, and Personal Guarantee of two Directors.

(d) Secured Term Loan from Bank to the extent Rs.950 Lacs (Previous Year Rs.1,250 Lacs) is secured by pledge of shares held by Company in JV Company and Personal Guarantee of two directors.

(e) Secured Term Loan from Bank to the extent Rs.5,000 Lacs (Previous Year Nil) is secured by Subservient charge on Present and Future Fixed assets and Second pari passu charge on Current Assets of the Company.

(f) Secured Term Loan from Bank to the extent Rs.3,331 Lacs (Previous Year Rs. 4,004 Lacs) is secured by first ranking charge on all Current Assets, both present and future, excluding credit card receivables.

3.1 Micro and Small Entities

The particulars required to be disclosed under the Micro, Small and Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end of the year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accrued and remaining unpaid as at the end of the year etc. could not be disclosed for want of information whether sundry creditors include dues payable to any such undertakings. The Company has initiated the exercise of identifying the status of the suppliers as required under MSMED Act where supplier confirmations are awaited.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company's policy for plan assets management.

4 - Segment Reporting:

The Company is mainly engaged in Tours and Travel activity. All activities of the Company revolve around this main business. As such, there are no separate reportable segments as per the Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.

5 - As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below (Contd.)

Sr. Name of the Related Party No.

B Associate / Group Company:

1 12 Tulip Star Hotels Ltd.

1 13 Radius Global Travel Ltd.

C Key Managerial Personnel:

1 14 Mr. A.B.M Good - Chairman 115 Mr. Peter Kerkar - Director 1 16 Ms. Urrshila Kerkar - Director D Others:

(i) Joint Venture:

1 17 Royale Indian Rail Tours Limited

(ii) Enterprises over which Key Management Personnel and their relatives exercise significant influence:

1 18 Far Pavilions Tours and Travels Pvt. Ltd.

1 19 Ezeego One Travel and Tours Limited

(iii) Relatives of Key Managerial Personnel:

120 Mrs Elizabeth Kerkar

Disclosure in respect of significant related party transaction during the year.

1 Purchase/subscription of Investments includes Rs. 944 Lacs made in Cox & Kings Japan Ltd. (Previous year Rs. NIL), Rs.NIL made in Quoprro Global Service Private Limited (Previous year Rs. 520 Lacs).

2 Loan given during the year includes Rs. 99,648 Lacs (Previous year Rs. NIL) to Prometheon Holding Ltd. UK, Rs. 84 Lacs (Previous year Rs. 929 Lacs) to Royale Indian Rail Tours Ltd. and Rs.Nil (Previous year Rs.14,030 Lacs) to Cox and Kings Asia Pacific Travel Ltd.

Loan returned during the year includes Rs. 10,350 Lacs (Previous year Rs.Nil) by Cox and Kings Asia Pacific Travel Ltd. and Rs.Nil (Previous year Rs. 9,050 Lacs) by Ezeego One Tours & Travels Ltd.

3 Purchases include Cox & Kings Destination Management Services Ltd. Rs. 2,927 Lacs (Previous year Rs. 1,273 Lacs), Royal Indian Rail Tours Ltd, for Rs.1,772 Lacs (Previous year Rs.1,205 Lacs), Cox & Kings Tours (L.L.C.) Rs. 1,422 Lacs (Previous year Rs. 1,333 Lacs) and Ezeego One Travels and Tours Ltd. Rs.3,184 Lacs (Previous year Rs. 1,606 Lacs).

4 Sales include Ezeego One Travels and Tours Ltd. Rs. 38,577 Lacs (Previous year Rs. 21,873 Lacs) and Cox & Kings Travel Ltd. Rs. 2,200 Lacs (Previous year Rs.2,017 Lacs)

5 Payment to Key Management Person paid includes Rs.181 Lacs paid to Ms. Urrshila Kerkar (Previous year Rs. 96 Lacs).

6 Interest received includes Quoprro Global Service Private Limited for Rs.382 Lacs (Previous year Rs. 211 Lacs), Tulip Star Hotels Ltd. Rs. 245 Lacs (Previous year Rs. 305 Lacs), Royale Indian Rail Tours Ltd. Rs. 241 Lacs (Previous year Rs.81 Lacs), Far Pavilion Tours & Travels Ltd. Rs. 98 Lacs (Previous year Rs. 66 Lacs) and Ezeego One Tours & Travels Ltd. Rs.586 Lacs (Previous year Rs.481 Lacs)

7 Bank Guarantees includes Prometheon Holdings Ltd. UK Rs. 201,445 Lacs (Previous year NIL), Cox and Kings (Australia) Pty Ltd. Rs. 16,278 Lacs (Previous year Rs. 14,527 Lacs) and Cox and Kings Travel Ltd. Rs. 12,718 Lacs (Previous year Rs. 11,349 Lacs.)

6 - Remittances In Foreign Currency on Account of Dividend

The Company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remit table in this respect is given herein below:

7 - Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 189 Lacs (Previous year Rs Nil).

8. Financial Derivative Instruments:

A. Derivative contracts entered into by the Company for hedgeing currency risk and outstanding as on 31st March, 2012.

Nominal amount of forward contracts entered into by the Company and outstanding as on 31st March 2012 amounting to Rs.205 Lacs (Previous year Rs. 121 Lacs)

9 - Contingent Liabilities: (Rupees in Lacs)

As at As at Particulars 31st March, 2012 31st March, 201

Guarantees:

Corporate Guarantee given on behalf of following wholly owned subsidiaries: 230,441 25,877

Guarantees given by Bank 27,625 31,589 Tax demands

Disputed income Tax Demand 754 770

Advance income Tax paid against demand 269 121

Disputed Service Tax demand 12,907 - Legal Claims

Claim against the Company not acknowledged as debts 1,053 853

Total 273,049 59,210

10 - Other Notes

(a) The Revised Schedule VI has become effective from 1 April, 201 1 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

(b) The Royale India Rail Tours Ltd.(RIRTL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox and Kings Ltd. The Supreme Court has dismissed the Special Leave Petition filed by the Company and directed both the parties to go for arbitration which commenced on 6th July 2012. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties.

(c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the Company's business, which is at least to the amount at which they are stated in the balance sheet.

(d) The Ministry of Corporate Affairs, Government of India, Vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act 1956, subject to fulfilment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

Mar 31, 2011

1. During the year, the name of the Company was changed from Cox and Kings (India) Limited to Cox & Kings Limited. The fresh certificate of incorporation with the current name was issued on July 29, 2010 by the Registrar of Companies.

2. CONTINGENT LIABILITIES

a) Guarantees given by banks Rs. 31,588.78 Lacs (Previous Year Rs. 12,924.02 Lacs)

b) Claims against the Company not acknowledged as debts estimated at Rs. 853.08 Lacs (Previous Year Rs. 1,279.37 Lacs)

c) Disputed income tax demand Rs. 769.52 Lacs (Previous Year Rs. 295.67 Lacs). The Company has made advance payment of Rs. 120.89 Lacs (Previous Year Rs. 50.91 Lacs) against the same.

d) Guarantees given to bank for loan taken by wholly owned subsidiaries company Rs. 25,876.75 Lacs equivalent to USD 57 Million (Previous Year Rs. 25,667.16 Lacs equivalent to USD 57 Million)

3. Unsecured loan to the extent of Nil (Previous Year Rs. 9,000.00 Lacs) is secured by personal guarantee of the director.

B) Investment by the loanee in the shares of the Company

(i) None of the loanees and / or subsidiary companies of loanees have, per se, made investments in shares of the Company.

4. Related party disclosures with respect of transactions during the period:

I. List of Related parties: Subsidiaries:

Clearmine Ltd.

Cox & Kings Destination Management Services Ltd. (Earlier known as "ETN Services Limited", effect from 11th March, 2011)

Cox & Kings Singapore Pvt. Ltd.

Cox & Kings Tours (L.L.C)

Cox & Kings (UK) Ltd. (Earlier know as "Cox & Kings Ltd." effective from 13th July, 2010)

Cox & Kings Travel Ltd.

Cox & Kings (Japan) Ltd.

Cox & Kings (Shipping) Ltd.

Cox & Kings Special Interest Holidays Ltd.

Cox & Kings Tours Ltd.

Cox & Kings Enterprises Ltd.

Cox & Kings Holdings Ltd.

ETN Services Ltd. (Earlier know as "Cox & Kings Investments Ltd." effective from 11th March, 2011)

Cox & Kings Finance Ltd.

Cox & Kings (Mauritius) Ltd.

Cox & Kings (Agents) Ltd.

C&K Investments Ltd.

Grand Tours Ltd.

East India Travel Company Inc.

Cox & Kings (Australia) PTY Ltd.

Tempo Holidays Pty Ltd.

Tempo Holidays NZ Ltd.

Quoprro Global Services Pte Ltd.

Quoprro Global Services Pvt. Ltd.

Quoprro Global Limited, UK

Quoprro Global Services Pvt. Ltd, Hongkong

Quoprro Global Hellas, Greece

Cox and Kings Gmbh.

Cox and Kings Nordic PTY Limited, Australia (Earlier known as "MyPlanet Australia Pty Ltd," effective from 22nd April, 2010)

Bentours International Pty Ltd, Australia

Cox & Kings Asia Pacific Travel Ltd., Hong kong (with effect from 10th November, 2010)

Prometheon Holdings Private Ltd., Mauritius (with effect from 12th January, 2011)

Prometheon Holdings Ltd., UK (with effect from 31st January, 2011)

Cox and Kings Global Services Pvt. Ltd., India (with effect from 21st March, 2011)

Associates:

Tulip Star Hotels Ltd.

Joint Venture:

Royale Indian Rail Tours Ltd.

Key Management Personnel

Mr. A.B.M Good Ã Chairman

Mr. Peter Kerkar Ã Director

Ms. Urrshila Kerkar Ã Director

Relatives of Key Management Personnel

Mrs Elizabeth Kerkar

Enterprises over which Key Management Personnel and their relatives exercise significant influence

Far Pavilions Tours and Travels Pvt. Ltd.

Ezeego One Travel and Tours Ltd.

Disclosures in respect of material related party transactions during the year:

1. Purchases include Cox & Kings Destination Management Services Ltd. Rs. 1,273.23 Lacs (Previous year Rs. 734.75 Lacs), Cox & Kings Tours (L.L.C.) Rs. 1,332.55 Lacs (Previous year Rs. 1,721.16 Lacs) and Ezeego One Travels and Tours Ltd. Rs. 1,606.10 Lacs (Previous year Rs. 1,154.50 Lacs) Royale Indian Rail Tours Limited Rs. 1,204.63 Lacs (Previous year Rs. 87.99 Lacs).

2. Remuneration paid includes Rs. 95.56 Lacs paid to Ms. Urrshila Kerkar (Previous year Rs. 95.43 Lacs).

3. Sales include sales to Cox & Kings Travel Ltd. Rs. 2,017.30 Lacs (Previous year Rs. 1,671.66 Lacs), and Ezeego One Travels and Tours Ltd. Rs. 21,873.14 Lacs (Previous year Rs. 12,181.84 Lacs)

4. Interest received includes Quoprro Global Services Pvt. Ltd. Rs. 211.23 Lacs (Previous year Rs. 136.85 Lacs), Tulip Star Hotels Ltd. Rs. 304.76 Lacs (Previous year Rs. 263.01 Lacs), Ezeego One Tours & Travels Ltd. Rs. 480.77 Lacs (Previous year Rs. 848.93 Lacs) and Royale Indian Rail Tours Ltd for Rs. 214.47 Lacs (Previous year Rs.Nil).

5. Investments during the year are Rs. 520.25 Lacs made in Quoprro Global Services Pvt. Ltd. UK (Previous year Rs. 22.22 Lacs in Quoprro Global Services Pvt. Ltd. India).

6. Movement in Loans / advances include: -

a. Advance to Cox and Kings Asia Pacific Travel Ltd. Rs. 14,030.46 Lacs (Previous year NIL), Royale Indian Rail Tours Ltd. for Rs. 928.92 Lacs (Previous year Rs. 2,481.13 Lacs).

b. Repayment from Ezeego One Travel and Tours Ltd. Rs. 9,050.05 Lacs (Previous year repayment of Rs. 676.68 Lacs).

7. Bank Guarantees includes Cox and Kings (Australia) Pty Ltd. Rs. 14,527.30 Lacs (Previous year Rs. 14,409.63 Lacs and Cox and Kings Travel Ltd. Rs. 11,349.45 Lacs (Previous year Rs.11,257.53 Lacs.)

8. The Company operates in only one business segment, namely Tours and Travel as defined in Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the LIC of India.

The expected rate of return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risks historical results of return on plan assets and the Company's policy for plan asset management.

9. Financial and Derivatives Instruments:

Derivative contracts entered into by the company and outstanding as on 31st March, 2011

(1) For hedging currency related risk:

Nominal amount of Forward contracts entered into by the company and outstanding as on 31st March, 2011 amounted to Rs. 121.54 Lacs (Previous year Rs. 306.63 Lacs)

(2) Foreign Currency exposure that are not hedged by derivative instrument as on 31st March, 2011 amount to Rs. 1,929.02 Lacs (Previous year Rs. 2,158.59 Lacs) in terms of Debtors, Rs. 7,316.59 Lacs (Previous year Rs. 3,631.78 Lacs) in terms of Banks (net of Creditor of Rs. 514.59 Lacs) and Rs. 4,004.09 Lacs (Previous year Rs. 4,503.01 Lacs) in term of Loan.

10. The Company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remittable in this respect is given herein below

11. As per Section 212 of the Companies Act, 1956, Company required to attach the Directors' report, Balance Sheet, and Profit and Loss account of subsidiaries with financial statements. The Ministry of Corporate affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has granted a general exemption from complying with Section 212 of the Companies Act 1956, subject to fulfilment of condition stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. The necessary information relating to the subsidiary has been included in the Consolidated Financial Statements.

12. In the opinion of the Board of Directors, the current assets and loans & advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated.

23. Information as required under Part II of Schedule VI of the Companies Act, 1956 is given to the extent applicable.

14. Particulars required to be furnished in terms of Part IV of Schedule VI to the Companies Act, 1956 is enclosed in the Annexure.

15. Previous year's figures have been regrouped / rearranged where necessary to conform to current reporting period classification.

Mar 31, 2010

1. CONTINGENT LIABILITIES

a) Guarantees given by banks Rs.12,924.02 Lacs (Previous Year Rs.106.72 Lacs)

b) Claims against the Company not acknowledged as debts estimated at Rs.1,279.37 Lacs (Previous Year Rs.1,406.34 Lacs)

c) Disputed income tax demand Rs.295.67 Lacs (Previous Year Rs.1,276.76 Lacs). The Company has made advance payment of Rs.50.91 Lacs (Previous Year Rs.618.95 Lacs) against the same.

d) Guarantees given to bank for loan taken by wholly owned subsidiaries company Rs.25,667.16 Lacs equivalent to USD 57 Million (Previous Year Rs.13,607.64 lacs equivalent to USD 32 Million)

2. Unsecured loan to the extent of Rs.9,000.00 Lacs (Previous Year Rs.10,000.00 Lacs) is secured by personal guarantee of a director.

Notes:

(a) Loans and Advances shown above, to Subsidiaries fall under the category of Loans & Advances in nature of Loans where there is no repayment schedule and are re-payable on demand.

(b) Some of the above loans and advances are interest bearing.

(c) Loans to employees as per Companys policy are not considered.

B) Investment by the loanee in the shares of the Company

(i) None of the loanees and / or subsidiary companies of loanees have, per se, made investments in shares of the Company. Investment by Cox & Kings Limited UK in equity shares of subsidiaries:

3. Related party disclosures with respect of transactions during the period: I. List of related parties:

Subsidiaries/Fellow Subsidiary

Clearmine Limited

ETN Services Limited

Cox & Kings Singapore Pvt. Ltd. (Earlier known as "CNK Internet Pte. Ltd")

Cox & Kings Tours (L.L.C)

Cox & Kings Ltd.

Cox & Kings Travel Ltd.

Cox & Kings Japan Ltd.

Cox & Kings (Shipping) Ltd.

Cox & Kings Special Interest Holidays Ltd.

Cox & Kings Tours Ltd.

Cox & Kings Enterprises Ltd.

Cox & Kings Holdings Ltd.

Cox & Kings Investments Ltd.

Cox & Kings Finance Ltd.

Cox & Kings (Mauritius) Ltd.

Cox & Kings (Agents) Limited

C&K Investments Limited

Grand Tours Ltd.

East India Travel Company Inc, (with effect from 08th April, 2009)

Cox & Kings (Australia) PTY Ltd.

Tempo Holidays Pty Ltd.

Tempo Holidays NZ Ltd.

Quoprro Global Services Pte ltd.

Quoprro Global Services Pvt. Ltd.

Quoprro Global Limited, UK (with effect from 28th August 2009)

Quoprro Global Services Pvt. Ltd, Hongkong (with effect from 28th August 2009)

Quoprro Global Hellas, Greece (with effect from 23rd July 2009)

Cox and Kings Gmbh, (with effect from 22nd October 2009)

MyPlanet Australia Pty Ltd, Australia (with effect from 29th December 2009)

Bentours International Pty Ltd, Australia (with effect from 29th December 2009)

Associates:

Tulip Star Hotels Ltd.

Joint Venture:

Royale Indian Rail Tours Limited

Key management Personnel

Mr. A.B.M Good - Chairman

Mr. Peter Kerkar - Director

Ms. Urrshila Kerkar - Director

relatives of Key management Personnel

Ms. Elizabeth Kerkar

Enterprises over which Key management Personnel and their relatives exercise significant influence

Far Pavilions Tours and Travels Pvt. Ltd. Ezeego One Travel and Tours Limited

Disclosures in respect of material related party transactions during the year:

1. Purchases include ETN Services Ltd Rs.734.75 Lacs (Previous year Rs.3,139.74 Lacs), Cox & Kings Tours (L.L.C.) Rs.1721.16 Lacs (Previous year Rs.678.49 Lacs) and Ezeego One Travels and Tours Ltd. Rs.1154.50 Lacs (Previous year Rs. 946.38 Lacs).

2. Remuneration paid includes Rs.95.43 Lacs paid to Ms. Urrshila Kerkar. (Previous year Rs.55.83 Lacs )

3. Sales include sales to Cox & Kings Travel Ltd. Rs.1,671.66 Lacs (Previous year Rs. 2,198.54 Lacs), Cox & Kings Japan Ltd. Rs.480.16 Lacs (Previous year Rs.575.62 Lacs) and Ezeego One Travels and Tours Ltd. Rs.12,181.84 Lacs (Previous year Rs.8,935.51 Lacs).

4. Interest received includes Cox & Kings Tours (L.L.C.) Rs.173.87 Lacs (Previous year Rs.26.75 Lacs), Cox & Kings (Australia) PTY Ltd. Rs.200.44 Lacs (Previous year Rs.45.93 Lacs), Tulip Star Hotels Ltd. Rs.263.01 Lacs (Previous year Rs.214.53 Lacs), Far Pavilions Tours & Travels Limited Rs.137.98 Lacs (Previous year Rs.117.70 Lacs) and Ezeego One Tours & Travels Ltd. Rs.848.93 Lacs (Previous year Rs.239.66 Lacs).

5. Investments during the year are Rs.22.22 Lacs made in Quoprro Global Services Pvt. Ltd. UK (Previous year Rs.1.00 Lacs in Quoprro Global Services Pvt. Ltd. India).

6. Movement in Loans/ advances include: -

a) Advance to Royale Indian Rail Tours Ltd. for Rs.2,481.13 Lacs (Previous year Rs.456.53 Lacs), Cox and Kings (Australia) Pty. Ltd. Rs.1,912.49 Lacs (Previous year Rs.884.12 Lacs) Quoprro Global Services Pvt. Ltd. Rs.646.41 Lacs (Previous year Rs.543.49 Lacs), and Cox and Kings Travel Ltd. Rs.738.53 Lacs (Previous year NIL)

b) Repayment from Cox and Kings Tours LLC Dubai for Rs.986.40 Lacs (Previous Year Rs.899.45 Lacs), repayment from Ezeego One Travel and Tours Ltd. Rs.676.68 Lacs (Previous year repayment of Rs. 2,439.70 Lacs), repayment from Far Pavilion Tours & Travels Pvt. Ltd. For Rs.346.67 Lacs (Pre- vious year Rs.147.77 Lacs) and repayment from Liz Investment Pvt. Ltd. Rs.324.63 Lacs (Previous year Rs.63.41 Lacs)

7. Bank Guarantees includes Cox and Kings (Australia) Pty Ltd. Rs.14,409.63 Lacs (Previous year Rs.13,607.64 Lacs and Cox and Kings Travel Ltd. Rs.11,257.53 Lacs (Previous year Nil.)

The total remuneration as stated in (a) above is within the maximum permissible limit under the Act

8. The Company operates in only one business segment, namely Tours and Travel as defined in Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.

9. Disclosure as per Accounting Standard 15 (Revised) "Employee Benefts" notified by company (Accounting Standard) Rules, 2006 are as under:

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

The expected rate of return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risks historical results of return on plan assets and the Companys policy for plan asset management.

10. Financial and Derivatives Instruments:

Derivative contracts entered into by the company and outstanding as on 31st March, 2010

(1) For hedging currency related risk:

Nominal amount of Forward contracts entered into by the company and outstanding as on 31st March, 2010 amounted to Rs. 306.63 lacs (Previous year Rs. NIL)

(2) Foreign Currency exposure that are not hedged by derivative instrument as on 31st March, 2010 amount to Rs.2,158.59 Lacs only (Previous year Rs. 1,852.79 Lacs only) in terms of Debtors and Rs.182.41 Lacs only (Previous year Rs.781.13 Lacs only) in terms of Creditors.

11. Proceeds from IPO

Pursuant to the approval of the shareholders of the Company in an AGM held on 10th August, 2009 the Company has issued and allotted through Initial Public Offering (IPO) 18,496,640 equity shares of Rs.10 each at a premium of Rs.320 per share to all categories of investors. The issue has been made in accordance with the terms of the Companys prospectus dated 27th November 2009.

12. The Ministry corporate affairs, Government of India vide its order no. 47/328/2010-CL-III dated 5th May, 2010 has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in subsection (1) of section 212 of the Companies Act, 1956, shall not apply to the company. As per the order, financial information of each subsidiary is attached.

13. In the opinion of the Board of Directors, the current assets and loans & advances have a value on realisation in ordinary course of business at least equal to the amount at which they are stated.

14. Information as required under Part II of Schedule VI of the Companies Act, 1956 is given to the extent applicable.

15. Particulars required to be furnished in terms of Part IV of Schedule VI to the Companies Act, 1956 is enclosed in the Annexure.

16. Debtors include Rs.5,944.50 lacs (Previous year Rs.5,908.78 lacs) receivable from following company under same management:

i. Ezeego One Travel and Tours Limited

ii. Royale Indian Rail Tours Limited

17. Previous years figures have been regrouped / rearranged where necessary to conform to current reporting period classification.

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