Cox & Kings Limited 360° Travel. 100% focus. - Moneycontrol

Cox

& K

ings

Lim

ited

- 7

1st

An

nu

al R

epo

rt 2

01

0-1

1

Cox & Kings Limited

71st Annual Report 2010-11

360° Travel. 100% focus.

CONTENTS

Page No.

Corporate Information 1

Chairman’s Message 2

Financial Highlights of Consolidated Accounts 3

Director’s Report 5

Management’s Discussion & Analysis of Financial Condition & Results of Operations 9

Corporate Governance Report 18

CSR Activities / Community Initiative 33

Auditor’s Report 39

Balance Sheet 42

Profit and Loss Account 43

Cash Flow Statement 44

Schedules to Accounts 46

Notes to Accounts 57

Balance Sheet Abstract and Company’s General Business Profile 73

Auditor’s Report on Consolidated Financial Statements 75

Consolidated Balance Sheet 76

Consolidated Profit and Loss Account 77

Consolidated Cash Flow Statement 78

Schedules to Consolidated Accounts 80

Notes to Consolidated Accounts 91

Statement pursuant to Section 212 69

Financial Information Of Subsidiary Companies 71

1

BOARD OF DIRECTORSMr. A. B. M. Good Chairman Mr. Peter Kerkar DirectorMs. Urrshila Kerkar Executive DirectorMr. Pesi Patel Independent DirectorMr. M. Narayanan Independent DirectorMr. S.C. Bhargava Independent Director

BOARD COMMITTEESAudit CommitteeMr. M. Narayanan ChairmanMr. A. B. M Good Member Mr. Pesi Patel Member Mr. S. C. Bhargava Member

Remuneration CommitteeMr. Pesi Patel ChairmanMr. M. Narayanan MemberMr. A. B. M. Good MemberMr. Peter Kerkar MemberMr. S. C. Bhargava Member

Shareholders’ / Investors Grievances CommitteeMr. Pesi Patel ChairmanMr. A. B. M. Good MemberMr. M. Narayanan MemberMr. S. C. Bhargava Member

Finance CommitteeMs. Urrshila Kerkar ChairpersonMr. Peter Kerkar MemberMr. Arup Sen MemberMr. S. C. Bhargava MemberMr. Anil Khandelwal Member

AUDITORSM/s. Chaturvedi & ShahChartered Accountants

CHIEF FINANCIAL OFFICERMr. Anil Khandelwal

COMPANY SECRETARYMs. Rashmi Jain

CORPORATE INFORMATION

BANKERSAxis BankDeutsche BankAllahabad BankCentral Bank of IndiaUCO BankIDBI BankSociete Generale

REGISTRAR & SHARE TRANSFER AGENTSKarvy Computershare Pvt. Ltd. Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad - 500 081, Andhra Pradesh, India Tel: + 91 40 23420815 Fax: +91 40 23420814 Email: [email protected]: www.karvy.com

REGISTERED OFFICE 1st Floor, Turner Morrison Building, 16 Bank Street, Fort, Mumbai-400 001. Tel: +91 22 22709100 Fax: + 91 22 22709161 Email: [email protected]: www.coxandkings.com

Annual Report 2010-11

2

Dear Shareholders,

On behalf of the Board of Directors; I would like to extend a very warm welcome to all of you.

The financial year 2010 - 2011 was a very strong year for your company.

The Indian Economy has grown at a compound rate of about 9% annually for the last 4 years. The Indian travel and tourism industry has correspondingly grown rapidly. We are optimistic of good business growth during the current year. Travel & Tourism Industry in India will grow at a CAGR of 10.2% over 2010-2020 i.e. US$ 42 bn in 2010 to US$111 bn in 2020.

Direct contribution of Travel & Tourism is expected to be INR 1,570 bn (1.9% of total GDP) in 2011, rising by 8.1% p.a. to INR 3,414 bn in 2021. The Country welcomes around 5.58 million international visitors every year and nearly 562 million domestic tourists.

The increasing numbers of both domestic as well as international tourists have been very encouraging for the Indian travel and hospitality sector which has nearly doubled during the last three years. The tourism and hospitality industry experienced a healthy growth trend of 24.6% during 2009-2010 as compared to 2008-2009. The total number of foreign tourists in the Country in 2010 was 5.58 million as compared to 5.17 million in 2009, registering a rise of 8.1%, according to the Market Research Division of the Ministry of Tourism.

The emerging middle-class, rising purchasing power and increased awareness will continue to ensure the growth of tourism over the forecast period.

From the global perspective, world travel has bounced back strongly in 2010 from the downturn of 2009 and looks set to return to the growth path in 2011 driven by improving world economic conditions and higher consumer spending. International tourism is heading for a growth in the 3-5% range in 2011.

The Government of India has taken certain steps which are detailed below, that will boost the company’s inbound and outbound travel business.

The Government has allowed 100% foreign investment under the automatic route in the hotel and tourism related industry, according to the Consolidated FDI Policy, released by DIPP, Ministry of Commerce and Industry, Government of India.

The Government of India has announced a scheme of granting Tourist Visa on Arrival (T-VoA) for the citizens of Finland, Japan, Luxembourg, New Zealand and Singapore. The scheme is valid for citizens of the above mentioned countries planning to visit India on single entry strictly for the purpose of tourism and for a short period of up to a maximum of 30 days.

For the financial year-end March 2011, your Company has registered strong performance. The EBITDA grew 23% to Rs.23,006.15 lacs and PBT adjusted for exceptional items grew 16% to Rs.18,281.32 lacs.

The current financial year looks promising with all segments of travel continuing to grow.

Before signing off, I would like to thank our dedicated team for their valuable support and cooperation, without which our Company would not have been able to reach the position it enjoys today.

I would like to thank all of our shareholders for their continuous support in this journey of growth.

With warm regards,

A. B. M. Good Chairman

CHAIRMAN’S MESSAGE

3

FINANCIAL HIGHLIGHTS OF CONSOLIDATED ACCOUNTS

(Rs. In Lacs)

Particulars FY09 FY10 FY11

Operating Profits

Net Sales 28,690.02 39,915.40 49,673.91

EBITDA 12,246.77 18,643.68 23,006.15

PBT 9,828.43 18,650.52 19,310.07

PAT 6,280.85 13,384.99 12,908.60

Exceptional Items* - 2,838.41 1,028.75

PBT (Adjusted for Exceptional items)* 9,828.43 15,812.11 18,281.32

PAT (Adjusted for Exceptional items)* 6,280.85 11,341.33 12,209.05

Financial Position

Gross Fixed Assets 12,766.18 15,416.34 24,818.09

Net Fixed Assets 8,178.84 9,262.12 16,624.16

Net Worth 22,736.51 80,803.64 120,619.90

Tangible Net Worth 9,644.28 55,914.52 93,160.29

Profitability Ratios

EBITDA Margin (%) 42.69% 46.71% 46.31%

PBT Margin (%) 34.26% 39.61% 36.80%

PAT Margin (%) 21.89% 28.41% 24.58%

Return on Net Worth (%) 49.21% 21.82% 12.09%

Return on Capital Employed (%) 27.28% 14.79% 10.48%

Key Financial Ratios

Debt /Equity 1.56 0.62 0.70

Current Ratio 2.55 5.54 6.38

Dividend (in %) 2% 10% 10%

Dividend 65.34 733.74 793.38

EPS (in Rs.) 14.49 26.13 19.53

Book Value (in Rs.) 81.42 128.42 176.70

* Note:


4

Dear Shareholders,

Your Company’s Directors are pleased to present the 71st Annual Report of the Company along with the audited accounts for the year ended March 31, 2011.

Financial Performance Summary

(Rs. in Lacs)

Particulars Standalone Results 2010-11 2009-10

Net Sales & Other income 25,292 18,203Profit Before Taxation 11,012 7,550Provision for Taxation 3,340 2,544Profit After Tax 7,672 5,006Proposed Dividend (inclusive of dividend tax)

793 734

Earnings Per Share (Rs.) 11.60 9.77

Dividend

Your Directors are pleased to recommend a Dividend of 10% (Re. 1/- per equity share of Rs. 10/- each) to be appropriated from the profits of the year 2010-11 subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

The dividend, if declared as above, would involve an outflow of Rs. 682.64 Lacs towards dividend and Rs. 110.74 Lacs towards dividend tax, resulting in a total outflow of Rs. 793.38 Lacs.

The dividend payout for the year under review has been formulated in accordance with the Company’s policy to pay sustainable dividend linked to long term performance, keeping in view the Company’s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Credit Rating

Credit Analysis & Research Ltd (CARE), the Rating Agency has revised and enhanced the long term rating of the Company to ‘CARE AA (Double A)’ of Non - Convertible Debenture (NCD) of the Company amounting to Rs. 800 crores. Instruments with this rating indicate high safety for timely servicing of debt obligations and carry very low credit risk.

CARE has also reaffirmed ‘PR1+ (PR One plus)’ of Commercial Paper (CP) amounting to Rs. 150 crores, for a maturity not exceeding one year. Instruments with this rating indicate strong capacity for timely payment of short-term debt obligations and carry lowest credit risk.

DIRECTORS’ REPORT

Change in Capital Structure

Issue of Global Depository Receipts (GDRs)

During the year under review, your Company successfully completed the issue of 53,41,003 GDRs underlying the equity shares of the Company with face value of Rs. 10/- each. The issue price of GDRs was US$ 12.17 ( Rs. 569.17). The GDRs were listed on Luxembourg Stock Exchange on August 24, 2010 and traded on the EURO MTF segment of the Luxembourg Stock Exchange. Citibank N.A. New York, NYADR Department is the Depository and Citibank, N.A. (Mumbai) is the Custodian of all the equity shares underlying the GDRs issued by the Company.

Each GDR represents one underlying equity share of the Company. GDR is not time bound instrument and can be surrendered any time and converted into underlying equity shares of the Company. The shares so released in favor of the investor upon surrender of the GDRs can either be held by the investors concerned in their name or sold off in the Indian secondary market for cash. To the extent of the shares so sold in Indian markets, GDRs can be reissued under the available headroom.

Outstanding GDRs

The total number of GDRs outstanding as on March 31, 2011 are 2,333,334 constituting 3.42% of the paid up share capital of the Company.

Utilisation of IPO Proceeds

As on March 31, 2011, amount raised through public issue has been utilised by the Company toward the following objects of the issue:

(Rs. in Lacs)Sr. No.

Particulars Utilisation

1 Repayment of Loans 12,844.002 Acquisitions & Other Strategic

Initiatives2,000.00

3 Investment in Overseas Subsidiaries 2,011.184 Investment in Corporate Office &

Upgrading our existing Operations602.37

5 General Corporate Purposes 4,557.006 Meeting Fresh Issue related Expenses 5,817.38

Total 27,831.93

Pending utilisation, the balance proceeds have been temporarily invested in Mutual Funds and Fixed Deposit.

Utilisation of GDR Proceeds

As on March 31, 2011, the amount raised through GDRs issue has remained unutilised and the same has been temporarily invested in fixed deposits and fixed deposit through subsidiary.

5

Consolidated Financial Statements

The Company reported consolidated income from operations for 2010-11 of Rs. 49,673.91 Lacs, posting a growth of 24% over Rs. 39,915.40 Lacs in the previous year, with strong growth globally in all major markets. EBITDA for FY 2011 rose by 23% to Rs. 23,006.51 Lacs as against Rs. 18,643.68 Lacs in the last fiscal year. As required under the listing agreement with the Stock Exchanges, Consolidated Financial Statements of the Company are attached.

Subsidiary Companies

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiaries companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report.

The Company will make available these documents upon request by any member of the Company interested in obtaining the same. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under financial information of Subsidiary Companies forming part of the Annual Report. Further, the Consolidated Financial Statement prepared in accordance with the Accounting Standard AS-21 on “Consolidated Financial Statements” read with Accounting Standard AS-23 on “Accounting for Investments in Associates in Consolidated Financial Statements and AS-27 on “Financial Reporting of Interest in Joint Venture”, are provided in the Annual Report.

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

Investments in Direct Subsidiaries

During the year under review, your Company had invested an aggregate of Rs. 20,476.04 Lacs as loan, in its Direct Subsidiaries Cox & Kings (UK) Ltd, Cox & Kings Singapore Private Limited, Cox & Kings Asia Pacific Private Limited, Cox & Kings (Japan) Limited, Quoprro Global Ltd, Clearmine Limited, Quoprro Global Services Pvt Ltd and Cox & Kings (Australia) Pty Ltd.

Incorporation of New Subsidiaries and Branch offices

During the year under review, your Company has incorporated 3 new subsidiaries namely Cox and Kings Global Services Private Limited, Cox and Kings Asia Pacific

DIRECTORS’ REPORT (CONTD.)

Private Limited and Prometheon Holdings Private Limited. The main object of Cox and Kings Global Services Private Limited, is to provide comprehensive visa processing services to diplomatic missions. Cox and Kings Asia Pacific Private Limited was incorporated to establish the presence of Company business in Asia Pacific region.

Your Company has also set up a Branch office in Taipei City, Taiwan Republic of China. Taiwan Branch shall provide travel services from Taiwan Republic of China, Hong Kong and South East Asia to India, Middle East and Europe as a Land Operator to local Travel Agencies.

All the subsidiaries of the Company are unlisted and none of them are material unlisted Subsidiaries as per Clause 49 of the Listing Agreement.

Directors’ Re-appointment

Mr. Peter Kerkar and Mr. Pesi Patel, retire by rotation and being eligible offer themselves for reappointment at this Annual General Meeting.

Your Directors recommended their re-appointment at the ensuing Annual General Meeting.

Auditors and Auditors’ Report

M/s. Chaturvedi & Shah, Chartered Accountants (Reg. No. 101720W), Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for the re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

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

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.


6

The Secretarial Audit Report for the financial year ended March 31, 2011 is provided in the Annual Report.

Group

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

Directors’ Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that no material departures are made from the same;

b) the Directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the period ended on that date;

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

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

Particulars of Employees

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

Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis on Company’s performance – industry trends and other material changes


with respect to the Company and its subsidiaries pursuant to Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. Detailed information on the initiative of the Company towards CSR activities is forming part of this report.

Formation of Cox & Kings Foundation

To participate in alleviating the socio–economic status of the society, your Company has established “Cox & Kings Foundation”. The core areas on which the “Cox & Kings Foundation focuses are relief of poor, education, medical relief and advancement of similar objects of general and social welfare.

Corporate Governance

Your Company believes Corporate Governance is at the heart of Shareholder value creation. The Board has also evolve and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The code is available on the website of the Company www.coxandkings.com. A report on the Corporate Governance in term of Clause 49 of the Listing Agreement with Stock Exchanges along with the Auditors’ Certificate on its compliance forms part of this report.

Fixed Deposits

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

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

The Company has no activity relating to conversation of energy or technology absorption.

The Company continued to be a net foreign exchange earner during the year.

The figures for the foreign exchange earnings and outgo are as follows:

Foreign Exchange Earnings: Rs. 9,358.05 Lacs (Previous Year- Rs. 10,008.27 Lacs)

Foreign Exchange Outgo: Rs 265.70 Lacs (Previous Year- Rs. 344.31 Lacs)

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

7

Awards and Recognition during the year under review:

1. “India’s Leading Destination Management Company” awarded by the World Travel Awards 2010.

2. CNBC Awaaz Travel Award 2010 for “Taking India Global”.

3. “Best Outbound Tour Operator” awarded by Hospitality India and Explore the World Annual International Awards 2010.

4. “First Runner Up” in the Best Large Tour Operator category awarded by the Telegraph Ultra Travel luxury survey UK 2010.

5. “First Runner Up” in the Favourite Tour Operator category awarded by Condé Nast Traveller Readers’ Choice Awards (2010).

6. “Most Admired Tour Operator 2010” awarded by SATTE (2010).

Acknowledgements and Appreciation

Your Directors take this opportunity to thank all investors, customers, vendors, banks/financial institutions, regulatory and government authorities and Stock Exchanges for their consistent support and encouragement to the Company. The Directors also place on record their sincere appreciation to all employees of the Company for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on behalf of the Board of Directors

A. B. M. Good Chairman

Mumbai, 30th May, 2011



8

GROUP

The names of the Promoters and entities comprising “group” as defined under the Monopolies and Restrictive Trade Practices (“MRTP”) Act, 1969 read with Section 3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 as at 31st March, 2011 are disclosed below:

Sr. No Name Shares held1 Mr. A. B. M. Good 3,019,9162 Mr. Peter Kerkar 1,372,3363 Ms. Urrshila Kerkar 2,279,8004 Ms. Elizabeth Kerkar 637,2005 Liz Investments Private Limited 6,881,6646 Sneh Sadan Graphics Services Limited 16,676,6847 Kubber Investments (Mauritius) Private Limited 9,173,280

9

Cautionary Statement

Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward looking’ within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied.

Industry Overview

Travel & Tourism is currently one of the world’s largest economic activities. It is the leading industry in many countries, as well as the fastest growing economic sector in terms of job creation worldwide.

The travel industry, including offline agencies, online agencies and suppliers of travel products and services, has been characterised by intense competition, as well as rapid and significant change. In addition, beginning in late 2008, global economic and financial market conditions worsened markedly, creating uncertainty for travellers and suppliers. This macroeconomic downturn had pressured discretionary spending on travel and advertising, with initial weakness in the United States and the United Kingdom markets increasing and spreading to most parts of the world. However, there have been clear signs of recovery in 2010 and industry reports have indicated that future growth prospects for industry remain strong. For example, according to the 2010 WTTC report, the global travel and tours industry is expected to grow by 3.2% in 2011 and at a compounded rate of 4.4% in the ten year period ended 2020. Although recent macroeconomic trends have been generally stable to slightly improving, unemployment remains at historically high levels in many countries and consumer spending remains pressured.

Global 2011 forecast

According to the forecast prepared by UNWTO at the beginning of the year, international tourist arrivals (number of passengers travelling) are projected to increase by some 4% to 5% in 2011. The impact of recent developments in North Africa and the Middle East, as well as the tragic earthquake and tsunami that hit Japan in March, are not expected to substantially affect this projected growth.

Results for North East Asia, North Africa and the Middle East are below initial forecasts, but destinations in Europe and South America are so far performing better than anticipated. On the whole, and as in previous similar situations, a temporary redistribution of traffic, together with an increase in intra-regional travel as opposed to interregional, is likely to occur.

As per UNWTO, in 2010, international tourism receipts are estimated to have reached US$ 919 billion worldwide,

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

up from US$ 851 billion in 2009. In real terms (adjusted for exchange rate fluctuations and inflation) international tourism receipts increased by 5% as compared to an almost 7% growth in arrivals, showing the close relation between both indicators and confirming that in recovery years, arrivals tend to pick up faster than receipts. By 2020 the top three receiving regions will be Europe, East Asia & Pacific and America.

India Travel and Tourism Overview

As per WTTC and Euromonitor International, India-2011, Travel & Tourism Industry in India will grow at a CAGR of 10.2% over 2010-2020 i.e. US$ 42 bn in 2010 to US$ 111 bn in 2020, thus a fast growing T & T market. Direct contribution of Travel & Tourism to GDP is expected to be INR 1,570.50 bn (1.9% of total GDP) in 2011, rising by 8.1% p.a. to INR 3,414.80 bn (2.0%) in 2021. India is expected to attract 6,179,000 international tourist arrivals in 2011 which is expected to rise to 11,149,000 in 2021 i.e. an increase of 6.1% p.a.

India Tourism – Inbound: Over the past years, US and the UK remained the top two largest source countries for India and are expected to continue till 2015. Over 2010-2015, inbound tourism is expected to increase by CAGR of 6%, whereas tourism receipts are expected to increase by a constant value CAGR of 3%. An increased inflow of tourists was seen from South Africa, Malaysia and Brazil, and thus the fastest growth in spending was seen by these countries.

India Tourism – Outbound: The recovering economy, improved consumer confidence and attractive deals have led to 13% growth in the number of departures from India in 2010 and is expected to increase at a CAGR of 12% by 2015. In 2010 the most outbound tourists visited Singapore, Malaysia, the United Arab Emirates and Thailand. Apart from these destinations, Egypt, Indonesia and Italy are the emerging outbound destinations. US and Singapore continued to be the top two destinations in terms of outgoing tourist expenditure in 2010, accounting for a combined share of nearly 20% of total outbound expenditure.

India Tourism – Domestic: With increasing disposable incomes and the surging trend of short trips and weekend getaways, in 2010 the number of domestic tourist trips increased by 14% and is expected to increase by a CAGR of 14% in 2015. In 2010 Andhra Pradesh received the largest share of domestic tourists, followed by Uttar Pradesh and Tamil Nadu.Karnataka was the fastest growing domestic destination in 2010, followed by Tamil Nadu and Bihar. In 2010, domestic tourist expenditure increased by 15% and is expected to continue at a CAGR of 8% p.a.


10

Company Overview

Cox & Kings Group (C&K) is a large global travel and tours group with operations in 20 countries around the world. C&K is one of the largest travel and tour companies in India and have significant operations in United Kingdom, Australia, Dubai, Japan and the United States. C&K offers a wide range of products and services for the travel and tourism industry through its broad distribution network and global reach, and provides comprehensive travel and tourism solutions for individuals and group leisure travellers.

C&K’s core business is the sale of packages for leisure travel where two or more components of travel, such as flights, hotels, car rentals, transfers and ground handling services, are bundled together in advance and sold to customers. C&K solutions include air and cruise ticketing services, hotel reservations services, in-transit arrangements, local sightseeing services, visa, passport and medical insurance assistance and other destination management services and travel related foreign exchange facilities. C&K also has recently undertaken initiatives to further strengthen its brand and access new customers. A few of such examples are the launch of “Private Van Journeys” and “Instant Holidays”.

C&K’s business is organised under the following four service offerings: (i) Leisure Travel; (ii) Corporate Travel; (iii) Visa Processing; and (iv) Foreign Exchange.

Leisure Travel: Leisure Travel is the core business, through which C&K provides both outbound travel and inbound travel services. C&K outbound travel services principally involve its customers in India, the United Kingdom, Australia, Japan, Dubai and the United States, travelling on leisure packages to overseas destinations. C&K inbound travel services include destination management services covering all aspects of tour arrangements on ground, primarily for customers travelling into India, Europe, Far East and Dubai. The Company also offers domestic leisure packages for customers in India, seeking leisure travel within the country. Leisure Travel contributes a significant part of C&K’s consolidated revenues.

Corporate Travel: C&K offers customised business travel solutions to its corporate clients in India through a team of dedicated corporate relationship managers. It provides corporate travel services in India to more than 200 companies, both domestic and multinational.

Visa Processing: C&K provides visa processing services as an outsourced business solution to diplomatic missions in various countries, including in Germany, Greece, Hong Kong, the U.K. and Singapore, where C&K is the provider of visa processing services for inbound travellers to India.

Foreign Exchange: C&K provides foreign exchange services to its customers in India as a licensed Category II Authorized

Dealer. It provides foreign exchange services either as part of Leisure Travel and Corporate Travel packages or on a standalone basis.

C&K operates in 20 countries through its Company, its subsidiaries, branch offices and representative offices, as well as through global network of sales agents. C&K also is a shareholder member of Radius, a consortium of leading travel agents present in more than 3,300 locations across approximately 80 countries.

C&K’s consolidated revenue in the year ended March 31, 2011 was Rs. 53,272.39 lacs (as against Rs. 44,126.83 lacs in the year ended March 31, 2010) while consolidated net profit was Rs. 12,908.60 lacs (as against Rs. 13,384.99 lacs in the year ended March 31, 2010).

Commencement of New Operations in 2011

Cox & Kings Global Services

Cox & Kings Global Services (CKGS), a 100% subsidiary of Cox & Kings Ltd. is a new company in Visa Processing segment in India. It provides Dubai Visa services offered by DNATA in form of C&K Marhaba Dubai Visa (CNKMDV) to provide visa processing services to Dubai/UAE and to promote/ sell Marhaba Services in India for passengers arriving and departing at Dubai International Airport. CNKMDV has set up offices in 11 cities across India with its headquarter based in Mumbai. The centres include Delhi, Amritsar, Jaipur, Kolkata, Mumbai, Pune, Ahmedabad, Chennai, Kochi, Hyderabad and Bengaluru.

New Branch at Taiwan

In February 2011, C&K commenced its operations by opening up a branch in Taiwan. Taiwan branch shall provide travel services from Taiwan Republic of China, Hong Kong and South East Asia to India, Middle East and Europe as a Land Operator to local travel agencies. Taiwan is an emerging market in the T&T industry and is likely to get sizeable business for C&K.

Critical Accounting Policies

C&K’s Consolidated Financial Statements have been prepared in accordance with the Accounting Standard-21 “Consolidated Financial Statement”, Accounting Standard 23 - “Accounting for Investment in Associates in Consolidated Financial Statements” and Accounting Standard -27 “Financial reporting of Interest in Joint Ventures” issued by the ICAI/ Companies (Accounting Standards) Rules, 2006.

The preparation of our Financial Statements in conformity with Indian GAAP requires our Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of such Financial Statements and the results of

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTD.)

11

operations during the reporting period. By their nature, these judgments and estimates are subject to a degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, and our observance of trends in the industry, information provided by our clients and information available from other third party sources, as appropriate. There can be no assurance that our judgments will prove correct or that actual results reported in future periods will not differ from our expectations reflected in our accounting treatment of certain items. Any revision to accounting estimates is recognised prospectively in current and future periods.

While all aspects of financial statements should be read and understood in assessing C&K’s current and expected financial condition and results of operations, C&K believes that the following critical accounting policies warrant particular attention.

Revenue

In line with generally accepted accounting practices, revenue comprises net commissions earned on travel management, service agency charges including margins in respect of tour and tour related services and commissions/margins earned on foreign exchange transactions in the normal course of C&K’s business as an authorised dealer. The income arising from the buying and selling of foreign currencies has been included on the basis of margins achieved.

Revenue Recognition

In accordance with the Company’s accounting policy, commissions and/or income arising from tours and related services is recorded after netting off all direct expenditures relating thereto.

Expenditure

All general business expenditure is recorded in the year in which it is incurred. All direct tour related expenses including advertisement expenses for specific tours are recorded in the year in which the tours are undertaken.

Fixed Assets

Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and installation of fixed assets. Intangible assets represent Software, Video Shoots and Trademarks stated at cost less accumulated amortisation and impairment losses, if any.

Investments

Long-term investments are valued at cost. Provision for diminution in value of investments is made if the diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market value.

Inventory

Inventory represents stock of foreign currencies, which we value at the lower of cost and realizable value as at the year-end. In case of interest in Joint Venture inventory represents Linen, FB Stock and Shop Inventory.

Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded at spot rates / average rates. Monetary items denominated in foreign currencies at the year end are restated at year end rates. Non monetary foreign currency items are carried at cost.

operations, all transactions are translated at rates prevailing on the date of transaction or that approximate the actual rate on the date of transaction. Branch monetary assets and liabilities are restated at the year end rates.

either on settlement or on translation is recognized in the profit and loss account.

Accounting for taxes on Income

Provision for current tax is made based on the tax payable under the relevant statute. Deferred tax on timing differences between taxable income and accounting income is accounted for using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets are recognized only to the extent that there is a reasonable certainty of its realisation.

Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financial statements.

Income and Expenditure Overview

Income

Commission and other operating income: C&K’s principal source of income is the fees it earns from selling travel services. The commission and other operating income consists mainly of net sales (gross sales less direct expenses like air tickets, hotels, ground services and distribution commissions) earned from providing tour and travel services to foreign inbound tourists visiting India, domestic tourists travelling within India, and Indian outbound tourists travelling abroad as well as providing ticketing and foreign exchange services



12

to its corporate travellers. C&K also derives revenues from various travel related services, including visa processing fees and travel insurance commissions.

The following chart sets forth the breakdown of C&K’s revenue by geographic segment, for the year ended March 31, 2011 and March 31, 2010.

(Rs. In lacs)

Other Income: Other income includes foreign exchange gains from the revaluation of borrowings, interest earned from fully convertible debentures, interest earned from bank deposits and miscellaneous income.

Expenditure

Personnel expenses: Personnel expenses are the largest component of C&K’s expense. Payment to, and provision for, employees consists of salaries, allowances, bonuses, incentives paid to staff, retirement benefits like gratuity and leave encashment, contribution to staff provident funds and other staff welfare expenses on providing amenities to staff and their training.

Other expenses: Other expenses include rent, electricity expense, insurance, communication and courier expenses, printing and stationery, legal and professional fees, travelling and conveyance, advertisement, publicity and business promotion, computer expenses, security expenses, foreign exchange losses from the revaluation of borrowings, and other miscellaneous expenses.

Interest and finance charges: C&K incurs interest and finance charges on its indebtedness.

Depreciation: Depreciation includes depreciation on Tangible assets like computers and printers, electrical installations and fittings, office equipment, furniture and fixtures, leasehold improvements, vehicles, and Intangible assets like Video films, patents and software.

Financial Condition

Fixed Assets, Capital Work In Progress and Goodwill

(Rs. In lacs)Particulars 2011 2010Fixed Assets Gross Block 18,405.93 13,371.52Less : Depreciation/Amortisation 8,193.93 6,154.22Net Block 10,212.00 7,217.30Goodwill on Consolidation 21,750.32 21,750.32Sub - Total 31,962.32 28,967.62Capital Work In Progress 6,412.16 2,044.81Total 38,374.48 31,012.43

Our consolidated Gross Block as on March 31, 2011 stood at Rs. 18,405.93 lacs, hence during the year we capitalised Rs. 4,859.48 lacs, comprising Rs. 2,110.15 lacs investment in computers and printers and balance Rs. 2,749.33 lacs in electrical instruments, office equipments, furniture and fixtures, leasehold improvements, vehicles, and software. Our consolidated Net Block of Fixed Assets (after the charge of depreciation) stood at Rs. 10,212 lacs as on March 31, 2011, which was Rs. 7,217.30 lacs as on March 31, 2010. Our CWIP as on March 31, 2011 stood at Rs. 6,412.16 lacs and our Goodwill on Consolidation stood at Rs. 21,750.32 lacs which were Rs. 2,044.81 lacs and Rs. 21,750.32 lacs as on March 31, 2010.

Current Assets(Rs. In lacs)

Particulars 2011 2010Current Assets Inventories 859.92 829.15Sundry Debtors 41,422.71 30,205.95Cash & Bank Balances 96,127.96 37,466.80Loans & Advances 38,251.37 27,151.61Total 176,661.96 95,653.51

Our consolidated ‘Current Assets’ stands at Rs. 176,661.96 lacs as on March 31, 2011 vis-a-vis consolidated Current Assets of Rs. 95,653.51 lacs as on March 31, 2010. Our consolidated Current Assets primarily comprises of Sundry Debtors of Rs. 41,422.71 lacs and Loans and Advances of Rs. 38,251.37 lacs as on March 31, 2011 whereas it comprises Sundry Debtors of Rs. 30,205.95 lacs and loans and Advances of Rs. 27,151.60 lacs as on March 31, 2010. The rest of Current Assets constitutes of Cash and Bank Balances and Inventories. Inventories mainly represent the stock of foreign currency held by our Foreign Exchange Division under our standalone entity.


13

Current Liabilities and Provisions(Rs. In lacs)

Particulars 2011 2010Current Liabilities and Provisions

Current Liabilities 26,813.42 17,694.91Provisions 3,500.33 3,436.90Total 30,313.75 21,131.81

Our consolidated ‘Current Liabilities and Provisions’ stands at Rs. 30,313.75 lacs as on March 31, 2011comprising Current Liabilities of Rs. 26,813.42 lacs and Provisions to the tune of Rs. 3,500.33 lacs. The Consolidated Current Liabilities were Rs. 17,694.91 lacs and Provisions of Rs. 3,436.90 lacs as at March 31, 2010.

Non-Current Liabilities(Rs. In lacs)

Particulars 2011 2010Non Current Liabilities I) SECURED LOANS a) Loans from Banks 54,395.95 29,400.33 b) Loans from Others 36.63 59.34 Total [I] 54,432.58 29,459.67II) UNSECURED LOANS a) Non-convertible

Debentures/Bonds30,000.00 7,000.00

b) Loans from Banks - 13,972.92 Total [II] 30,000.00 20,972.92Total [I+II] 84,432.58 50,432.59

‘Non-Current Liabilities’ consists of Secured Loans and Unsecured Loans. Our consolidated ‘Non-Current Liabilities’ as on March 31, 2011 is Rs. 84,432.58 lacs of which Secured Loans consists of Rs. 54,432.58 lacs and Unsecured Loans of Rs. 30,000.00 lacs whereas ‘Non-Current Liabilities’ as on March 31, 2010 was Rs. 50,432.59 lacs of which Secured Loans consists of Rs. 29,459.67 lacs and Unsecured Loans of Rs. 20,972.92 lacs. Our Secured Loans as on March 31, 2011 comprises of Term Loans from Banks of Rs. 54,395.95 lacs and Term Loan from Others of Rs. 36.63 lacs against Rs. 29,400.33 lacs and Rs. 59.34 lacs as on March 31, 2010, respectively. The Unsecured Loans on March 31, 2011 primarily consists of NCDs issued during the year worth Rs. 30,000 lacs against NCDs of Rs. 7,000 lacs and loans from banks of Rs. 13,972.92 lacs as on March 31, 2010.

Net Worth

Our consolidated Net Worth (net of the miscellaneous expenditure not written off) as on March 31, 2011 is Rs. 120,619.90 lacs which has increased from Rs. 80,803.64 lacs as on March 31, 2010. The increase was on account of

profits earned during this fiscal as well as premium on shares allotted under GDR issue of the Company.

Results of Operations

Year ended March 31, 2011 compared to year ended March 31, 2010

Income

C&K’s income increased by 20.73% to Rs. 53,272.39 lacs in the year ended March 31, 2011 from Rs. 44,126.83 lacs in the year ended March 31, 2010.

Commission and other operating income: (Rs. In lacs)

Particulars 2011 2010 Commission and other operating incomeTravel and Tours Commission 48,515.46 39,012.58Income from Forex Division 1,045.32 953.63 Sub - Total 49,560.78 39,966.21Share of Interest in Joint Venture 113.13 (50.81)Total 49,673.91 39,915.40

C&K’s operating income in the year ended March 31, 2011 increased by 24.45% to Rs. 49,673.91 lacs from Rs. 39,915.40 lacs in the year ended March 31, 2010. The increase in operating income was attributable principally to a 24.36% increase in travel and tours commissions to Rs. 48,515.46 lacs in the year ended March 31, 2011 from Rs. 39,012.58 lacs in the year ended March 31, 2010. The increase in travel and tours commission was attributable primarily to the following reasons:

(i) Higher margins because of C&K’s ability to undertake consolidated buying efforts in the year ended March 31, 2011 and

(ii) Increase in revenues from C&K’s subsidiaries in Dubai by 72% and Australia by 17%

Other Income:(Rs. In lacs)

Particulars 2011 2010 Other IncomeInterest on Current Investments 866.63 547.27 Interest on others 399.52 153.43 Profit on Sale of Fixed Assets 12.06 0.21 Profit on Sale of Current Investment

3.26 6.72

Dividend on Current Investments 832.43 325.88 Gain on Revaluation of Current Investment

(1.03) 12.73

Exchange Fluctuation Gain (Net) 1,297.93 2,838.14



14

Particulars 2011 2010 Miscellaneous Income 184.03 318.57Sub - Total 3,594.83 4,202.95Share of Interest in Joint Venture 3.65 8.48 Total 3,598.48 4,211.43

Other income decreased by 14.55% to Rs. 3,598.48 lacs in the year ended March 31, 2011 from Rs. 4,211.43 lacs in the year ended March 31, 2010. This decrease was attributable primarily to fall in exchange fluctuation gain, mainly attributable to revaluation of foreign currency loans of Subsidiaries.

Expenditure

C&K’s expenditure increased by 33.31% to Rs. 33,962.32 lacs in the year ended March 31, 2011 from Rs. 25,476.31 lacs in the year ended March 31, 2010.

Personnel expenses: (Rs in lacs)

Particulars 2011 2010 Personnel ExpensesSalaries, Wages, Bonus and Allowances

11,433.61

8,812.14

Contribution to Provident and Other Funds

816.06

617.49

Payment / Provision for Gratuity 244.08 210.45 Staff Training & Welfare Expenses 457.67 299.77 Sub - Total 12,951.42 9,939.85 Share of Interest in Joint Venture 5.77 0.92 Total 12,957.19 9,940.77

Personnel expenses in the year ended March 31, 2011 increased by 30.34 % to Rs. 12,957.19 lacs from Rs. 9,940.77 lacs in the year ended March 31, 2010. This increase was attributable primarily to a 29.75% increase in salaries, wages, bonus and allowances to Rs. 11,433.61 lacs in the year ended March 31, 2011 from Rs. 8,812.14 lacs in the year ended March 31, 2010. The increase in salaries, wages was attributable to increase in staff strength as well as a general increment in salaries for the existing employees.

Other expenses: (Rs in lacs)Particulars 2011 2010Other ExpensesRent 1,934.99 1,560.26Rates & Taxes 44.41 78.79Electricity Expenses 254.88 211.76Repairs & Maintenance 191.94 215.58Insurance 324.93 301.77

Particulars 2011 2010Communication & Courier Expenses

1,143.44

980.10

Printing & Stationery 295.67 237.75Books, Periodicals & Subscriptions 189.31 116.42Legal & Professional Fees 1,492.32 1,185.21Commission paid to Non-Executive Directors

18.60

8.00

Filing and Registration Fees 21.28 71.33Travelling & Conveyance 2,059.28 1,806.34Loss on Sale of Assets 8.44 9.10Advertisement, Publicity & Business Promotion

4,233.78

3,570.05

General Expenses 122.79 360.81Donations 44.66 37.39Computer Expenses 362.29 251.89Bad Debts 49.81 21.18Security Charges 81.23 53.06Auditors' Remuneration: 106.94 127.38Sub - Total 12,980.99 11,204.17Share of Interest in Joint Venture 729.58 126.78Total 13,710.57 11,330.95

Other expenses increased by 21% to Rs. 13,710.57 lacs in the year ended March 31, 2011 from Rs. 11,330.95 lacs in the year ended March 31, 2010. This increase was attributable primarily to increase in travelling and conveyance expenses of Rs. 252.94 lacs, increase in legal and professional fees of Rs. 307.11 lacs, increase in commission paid to Non-Executive Directors of Rs. 10.60 lacs, and increase in advertisement, publicity and business promotion expenses of Rs. 663.73 lacs, in each case for the year ended March 31, 2011 compared to the year ended March 31, 2010.

Interest and finance charges

Interest and finance charges increased by 101.65% to Rs. 5,439.33 lacs in the year ended March 31, 2011 from Rs. 2,697.41 lacs in the year ended March 31, 2010.

Depreciation

Depreciation increased by 23.09% to Rs. 1,855.23 lacs in the year ended March 31, 2011 from Rs. 1,507.18 lacs in the year ended March 31, 2010. The increase was due in large part to Computers & Printers, furniture & fixtures and software acquired during the year.

Profit before tax

Profit before tax in the year ended March 31, 2011 increased by 3.54% to Rs. 19,310.07 lacs from Rs. 18,650.52 lacs in the year ended March 31, 2010. The profit includes


15

an exceptional gain, consisting of exchange difference accounted by subsidiaries on restatement of foreign currency borrowings of Rs. 1,028.75 lacs for the year ended March 31, 2011 as compared to Rs. 2,838.41 lacs for the year ended March 31, 2010. The profit adjusted for this exceptional item increased by 15.62% to Rs. 18,281.32 lacs for year ended March 31, 2011 as compared to Rs. 15,812.12 lacs for the year ended March 31, 2010.

Provision for taxation

Provision for taxation increased by 21.15% to Rs. 6,262.85 lacs in the year ended March 31, 2011 from Rs. 5,169.30 lacs in the year ended March 31, 2010. The increase was attributable mainly to an increase in current tax of Rs. 840.77 lacs in the year ended March 31, 2011 compared to the year ended March 31, 2010. The increase was in line C&K’s growth in consolidated income in the year ended March 31, 2011.

Profit after tax for the year

Profit after tax for the year ended March 31, 2011 decreased by 3.56% to Rs. 12,908.60 lacs from Rs. 13,384.99 lacs in the year ended March 31, 2010. The profit adjusted for the exceptional item referred above increased by 7.65% to Rs. 12,209.05 lacs for year ended March 31, 2011 as compared to Rs. 11,341.33 lacs for the year ended March 31, 2010. The tax effect on exceptional items has been considered based on effective tax rate on consolidated profits.

Liquidity and Capital Resources

C&K finances its working capital requirements primarily through funds generated from operations as well as from secured and unsecured debt financing from banks and financial institutions to meet its capital requirements.

Cash Flows

The following table sets forth certain cash flows for the periods indicated:

(Rs. in lacs)Particulars Year ended March 31,

2011 2010Net cash from/(used in) operating activities

9,505.25

3,837.88

Net cash from/(used in) investing activities

(8,134.05)

(33,992.23)

Net cash from/(used in) financing activities

57,324.71

60,402.94

Net increase/(decrease) in cash and cash equivalents

58,695.91

30,248.59

Cash flows from Operating Activities

Net cash generated from operating activities of Rs. 9,505.25

lacs for the year ended March 31, 2011 consisted of net profit before tax of Rs. 19,310.06 lacs, a net upward adjustment of Rs. 3,735.98 lacs relating to various items, and adjustment on account of increase in working capital adjustment of Rs. 8,148.84 lacs, less income taxes paid of Rs. 5,391.95 lacs.

Working capital adjustments were attributable principally to an increase in trade receivables and Loans and Advances of Rs. 11,266.98 lacs and Rs. 5,128.39 lacs respectively and an increase in current liabilities of Rs. 8,235.19 lacs. The increase in trade receivables was because of increased trade volumes in the year ended March 31, 2011. Because C&K’s balance sheet line items are based on gross sales (unlike our income statement line items, which are based on net sales) our receivables tend to appear to be relatively high.

Cash Flows from Investing Activities

Net cash used in investing activities for the year ended March 31, 2011 was Rs. 8,134.05 lacs comprising primarily net purchase of Fixed Assets of Rs. 8,829.30 lacs and the net purchase of investments of Rs. 1,391.24 lacs attributable to liquid debt instruments, including mutual funds.

Cash Flows from Financing Activities

Net cash generated from financing activities in the year ended March 31, 2011 was Rs. 57,324.71 lacs, comprising primarily the proceeds from issue of Equity shares of Rs. 30,399.39 lacs and net Debentures of Rs. 23,000 lacs, and net increase in borrowings of Rs. 10,999.99 lacs offset in part by expenses for initial public offering of Rs. 1,387.54 lacs and by payment of Interest of Rs. 4,888.48 lacs.

Contractual Obligations

Contingent Liabilities

Contingent liabilities as of March 31 included the following:

(Rs. in lacs)Particulars As on

31.03.11As on

31.03.10Guarantees provided by banks 31,755.03 12,924.02Claims against Company not acknowledged as debts

853.08

1,279.37

Disputed income Tax 769.52 295.67

Related Party Transactions

C&K has entered into transactions with a number of related parties. C&K has not granted any loans to members of the board or our management or provided any guarantees for their benefit. Moreover, C&K does not believe that any of its related party transactions is unusual in its nature or conditions. However, please see Schedule 13(10) of audited consolidated financial statements for information regarding related party transactions as of and for the year ended March 31, 2011.



16

Quantitative and Qualitative Disclosure about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk and foreign exchange risk and inflation. C&K is exposed to different degrees of these risks in the normal course of its business. C&K is specifically exposed to market risk from changes in interest rates and foreign exchange fluctuation.

Interest Rate Risk

C&K’s financial results are subject to changes in interest rates, which may affect its debt service obligations. C&K currently has floating rate indebtedness and also maintain deposits of cash and cash equivalents with banks and other financial institutions and thus is exposed to market risk as a result of changes in interest rates. Moreover, the interest rates on a significant portion of its indebtedness are subject to floating rates of interest. Upward fluctuations in interest rates would increase the cost of both existing and new debts. Management expects that in the year ended March 31, 2011 and in future periods, its borrowings will rise substantially in line with growth plans. C&K does not currently use any derivative instruments to modify the nature of its exposure to floating rate indebtedness or its deposits so as to manage interest rate risk.

Foreign Exchange Risk

Fluctuations in exchange rates have direct impact on business. Strengthening of the rupee may increase the number of outbound tourists from India as foreign tours will become relatively cheaper. However, at the same time it may affect inbound tourism as travelling to India would become relatively expensive and vice-versa. C&K also have significant levels of indebtedness denominated in USD, comprising Rs. 46,428.42 lacs as of March 31, 2011. The revenues of overseas subsidiaries are in Pound Sterling, in Japanese Yen, UAE Dirham and in Australian Dollars, while India in-bound revenues are denominated in U.S. Dollars, Euro and Pound Sterling. Whilst a large portion of the outbound tours in India are charged to the client in the currency that is paid to the contractors, there may be an effect on the profitability as the Company earns profits in Pounds, Yen and Rupees depending on prevalent exchange rates.

C&K reports its financial results in Indian rupees, while portions of its total income and expenses are denominated, generated or incurred in currencies other than Indian rupees, such as U.S. Dollars. To the extent that its income and expenditures are not denominated in Indian rupees, exchange rate fluctuations could affect the amount of income and expenditure that are recorded. Any depreciation of the rupee against the currency in which it has an exposure will increase the rupee costs to the Company of servicing and repaying our expenditure and indebtedness.

Factors Affecting Our Results of Operations

C&K’s financial condition and results are affected by numerous factors, some of them being the following:

Competitive Strengths

Ability to grow our product portfolio and add new destinations

C&K’s results of operations are significantly dependent on ability to grow its product portfolio and add new destinations to leisure packages. C&K has entered into strategic partnerships with various travel partners to achieve this in the past. For example, it has partnered with the Royal Horticultural Society, the Natural History Museum and the John Lewis Partnership in the United Kingdom. C&K also has partnered with various tourism boards, such as those of South Korea and Finland to market these destinations to Indian travellers. These strategic partnerships have expanded C&K’s product offerings and added new destinations to its portfolio, all of which positively impacted its results of operations even during the recent global economic slowdown. C&K has also set up destination management operations in new markets to capture larger share of customers’ spending and also to enhance the overall travel experience. In addition, it has undertaken various strategic initiatives, such as Maharajas’ Express, to expand its product and service offerings.

Negotiation of favorable rates with travel suppliers through consolidated buying efforts

An important component of C&K’s business success depends on its ability to maintain and expand relationships with travel suppliers and GDS partners. In 2008, C&K commenced its consolidated buying efforts for its global operations. C&K believes that this initiative has enhanced its bargaining power with its vendors, thereby generating significant cost savings. C&K’s ability to negotiate favourable rates with travel suppliers and GDS partners in the future will affect its profitability as well as its ability to grow its market share by offering cost competitive travel and tours products.

Maintaining and enhancing our brand awareness

C&K believes that continued investment in its brand is critical for retaining and expanding its traveller and supplier bases. C&K has spent and expect to continue having to spend more to maintain its brand’s value due to a variety of factors. These include increased spending from its competitors, the increasing costs of supporting multiple brands, expansion into geographies and products where its brands are less well known, and inflation in media pricing. C&K has spent considerable financial and human resources to date on the establishment and maintenance of its brands, and it will continue to invest in, and devote resources to, advertising and marketing, as well as other brand building efforts to


17

enhance consumer awareness of its brands. C&K believes that heightened brand awareness will enable it to expand its distribution network by significantly reducing entry barriers in new markets.

Ability to integrate our acquisitions globally

As part of its growth strategy, C&K has grown rapidly through acquisitions in recent years to increase the breadth of its product offerings, provide synergies with its existing operations and expand the global presence. The challenges involved in integration of acquired companies include: combining product and service offerings and entering into new markets; consolidating and maintaining relationships with customers and distributors; consolidating and rationalising corporate IT infrastructure; integrating employees and managing employee issues; coordinating and combining administrative and other operations, subsidiaries, and relationships with third parties in accordance with applicable laws and other obligations while maintaining adequate quality standards in its service, achieving savings from travel supply chain integration; and managing other business, infrastructure and operational integration issues.

Ability to attract, retain and motivate our employees

In C&K’s business, human resources are the largest driver of profitability. Personnel costs forms its highest single expense item, and therefore is a key factor affecting results of operations. In order to be successful, C&K attracts trains, motivates and retain highly skilled personnel. Hiring and retaining qualified sales representatives are critical to its future results of operations.

Risks and Concerns

Competition

The market for the tour operator services that C&K offers is increasingly and intensely competitive. C&K competes with both established and emerging sellers of travel-related services, including traditional tour operators and travel agencies, online travel agencies, travel suppliers and large online portals. C&K believes that its significant presence in India, the strength of its brand and its global operations offer significant competitive advantages in the markets in which it operates.

Exposure to operating risks applicable to the travel and tourism industry

We are exposed to many types of operational risks, including increases in operating expenses, such as salaries and staff

costs, insurance and taxes, increase in hotel room rates and air fares, transportation and fuel costs for sustained periods in India and internationally. Our inability to manage costs could adversely impact our operating margins. Increase in transportation and fuel costs for sustained periods in India and internationally (affecting inbound travel from abroad) could also unfavourably impact future results. Similarly, we are dependent on our IT information systems and electronic reservation system. Any disruption in these systems could result in the loss of important data, increasing our expenses and generally harm our business.

Sensitive to changes in the economy

The Tours and Travel industry is cyclical and sensitive to changes in the economy in general. The sector may be unfavourably affected by factors such as changes in the global and domestic economies, as well as in local market conditions. If the economic growth of India or other countries that we operate in, slows down there may be a gradual decline in the willingness for people to travel. A global or domestic recession may severely impact the Tour and Travel Industry and consequently our business. Such adverse developments in the Tour and Travel Industry in India or in the countries where our subsidiaries are located or where we have our agents, branches and representative offices, will have a negative impact on our profitability and financial condition.

Unforeseen circumstances

Mad Cow epidemic saw a drop in the number of tourist arrivals in the affected countries. Precautionary Measures like the suspension of flights in such events also impacts the numbers of tourists coming into the country. We have experienced cancellations of the tour bookings in light of such epidemics.

tsunami, Haiti Earthquake, Iceland Volcanic Eruptions and many more disastrous calamities have affected the travel and tourism industry badly. People have reduced their travelling to few countries with the fear of natural calamities.

is global terrorism. Terrorist attacks and other acts of violence or war have caused a drop in the number of arrivals into the country. The September 11, 2001 attack on US and the November 26, 2009 attack on Mumbai have had an adverse effect on the number of people travelling.



18

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE), the report containing the details of Corporate Governance systems and processes is as under:

A. Statement on Company’s Philosophy on Corporate Governance

Your Company believes that Corporate Governance mirrors its belief that principles of transparency, fairness and accountability towards the stakeholders are the pillars of good governance system. It is more about creating organization excellence leading to increasing stakeholders’ value. The Company believes, it must leverage its human and capital resources to translate opportunities into reality, create awareness of corporate vision and spark dynamism and entrepreneurship at all levels. Corporate Governance strengthens investors trust and ensures a long-term partnership that helps in fulfilling a company’s quest for higher growth and profits.

Corporate Governance is the journey for constantly improving sustainable value creation and is an upward moving target.

As a good corporate governance practice, the Company had voluntarily appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake an audit of the secretarial records and documents for the period under review in compliance with the Companies Act,

CORPORATE GOVERNANCE REPORT

1956, Listing Agreement with the Indian Stock Exchanges and the applicable regulations and guidelines issued by Securities and Exchange Board of India.

B. Board of Directors

(i) Board Membership Criteria

The members of the Board of Directors of your Company are expected to possess the required expertise, skill and experience to effectively manage and direct your Company so that it can attain its organisational goals. They are expected to be persons with vision, leadership qualities, a strategic bent of mind, proven competence and integrity.

Each member of the Board of Directors of your Company is expected to ensure that her/his personal interest does not run in conflict with your Company’s interests. Moreover, each member is expected to use her/his professional judgment to maintain both the substance and appearance of independence and objectivity.

(ii) Composition of the Board

The Board of Directors of your Company has an optimum combination of Executive and Non-Executive Directors so as to have a balanced Board Structure. The Board has 6 Directors out of which 3 are Independent Directors.

The composition of the Board of Directors of your Company along with the other Directorships as on March 31, 2011 held by each of the Directors is as under:Name of Director* Position No. of other

Directorships*No. of other

Committee(s) Membership**

Mr. A.B.M. Good Non-Executive Chairman 16 1Mr. Peter Kerkar Non-Executive Director 26 -Ms. Urrshila Kerkar Executive Director 11 -Mr. Pesi Patel Non- Executive & Independent Director 11 -Mr. M. Narayanan Non- Executive & Independent Director 5 5Mr. S.C. Bhargava Non- Executive & Independent Director 11 4

*includes Directorships of Companies incorporated outside India.

** This includes memberships of Audit Committee and Shareholders/Investors’ Grievances Committee.

No Director is related to any other Director on the Board in terms of the definition of ‘relative’ given under the Companies Act, 1956, except Mr. Peter Kerkar and Ms. Urrshila Kerkar who are related to each other as brother and sister.

Details of Directors being re-appointed

As per Article 125 of the Article of Association, not less than two-thirds of the total number of Directors shall be elected by the Company in General Meeting and shall, save provided in the Act, be liable to retire by rotation. A retiring Director may be re-appointed.

19

Accordingly, Mr. Peter Kerkar and Mr. Pesi Patel retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment.

A brief resume of the Directors, nature of their expertise and name of companies in which they hold directorship and their shareholding in the Company are provided below:

Mr. Peter Kerkar

Mr. Peter Kerkar, 48 years, is the Promoter of the Company. He is a Graduate in Arts (B.A.) with distinction in Economics and Anthropology from Stanford University, USA.

He joined Cox & Kings Travel Limited, UK in October 1986 in the capacity of General Manager. It was under his tenure wherein Cox & Kings Travel Ltd, expanded its product geographic from India to sell Latin America, Environmental Journeys, Special Interest Tours, Middle East, Africa, Egypt, China and the Far East.

He has been intimately involved in the growth of your Company and was responsible for the transformation from being a business travel and shipping and forwarding agency to being one of the leading leisure players. He is the driving force behind the Company’s initiatives in the geographies in which it operates today. He is based in UK and responsible in the Company for overall leadership, strategy, global centralized buying and international growth, as part of which he has been actively involved in the identification of newer opportunities. Under his leadership, the Company is now positioned as the premier travel Company in India as well as a brand leader in the premium market segment in UK, USA and Japan.

He was appointed on the Board of Cox & Kings Ltd, the first time on November 30, 1993 and since then he continues to be on Board.

Mr. Peter Kerkar holds 1,372,336 shares in the Company. His Directorship, Committee Membership of other Companies in India as on 31st March 2011 is as follows: Name of Company Position Committee

MembershipSneh Sadan Graphic Services Limited

Director -

Royale Indian Rail Tours Ltd

Director -

CORPORATE GOVERNANCE REPORT (CONTD.)

Mr. Pesi Patel

Mr. Pesi Patel, 59 years, is Non-Executive and Independent Director on the Board. He is Graduate in Commerce (B. Com) from University of Mumbai.

His experience in the industry spans over 3 decades. He was first appointed as an Additional Director on the Board of the Company on February 5, 1998.

Mr. Pesi Patel holds 84,452 shares in the Company. His Directorship, Committee Membership of other companies in India as on 31st March, 2011 is as follows:

Name of Company Position Committee Membership

Tulip Star Hotels Limited

Director -

Patel Brothers Services & Engineering Pvt. Ltd.

Director -

Patex Export Services Pvt. Ltd.

Director -

Patel Microdata Pvt. Ltd.

Director -

CIM Granites Pvt. Ltd. Director -Quoprro Global Services Private Limited

Director -

Carver Technology & Equipment Private Limited

Director -

(iii) Board Meetings

During the year 2010-11, the Board of Directors of your Company met 7 times on May 29 2010, June 16 2010, August 2 2010, August 16 2010, September 18 2010, November 13 2010 and February 4 2011. The last Annual General Meeting was held on September 18, 2010. Details regarding the attendance of Directors at the Board Meetings and the Annual General Meeting held during the year 2010-11 are presented in the following table:

Director No. of Board

Meetings Held

No. of Board

Meetings Attended

Whether Last AGM

Attended (Yes/No)

Mr. A.B.M. Good

7 5 Yes

Mr. Peter Kerkar

7 5 Yes


20

Ms. Urrshila Kerkar

7 7 Yes

Mr. Pesi Patel

7 6 Yes

Mr. M. Narayanan

7 7 Yes

Mr. S.C. Bhargava

7 5 Yes

None of the Director on the Board holds the office of Director in more than 15 companies nor they are Members in Committee of the Board in more than 10 Committees or Chairman of more than 5 Committees. Further, there are no pecuniary relations or transactions between the Independent Directors and Company, except for the sitting fees and commission drawn by Non-Executive and Independent Directors for attending meeting of the Board and its Committee(s) thereof.

The details of number of shares held by the Non Executive Directors in the Company are as under:

Name of Director

Category No. of shares held

Mr. A. B. M.Good Non Executive Chairman

3,019,916

Mr. Peter Kerkar Non Executive Director

1,372,336

Mr. Pesi Patel Independent Director

84,452

Apart from the above, none of the Non-Executive (including Independent) Directors hold any shares (as own or on behalf other person on beneficial basis) in the Company.

(iv) Board Meetings, Board Committee Meetings and Procedures

The Board of Directors oversees the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long-term interests of the Shareholders are being served. The Board of Directors is assisted by the Senior Management Personnel in overseeing the functional matters of the Company.

The Board has constituted Audit Committee, Shareholders’ /Investors’ Grievance Committee and Remuneration /Compensation Committee.


The Board is authorized to constitute additional functional Committees, from time to time, depending on the business needs.

The Internal Guidelines for Board/Board Committee meetings facilitate the decision making process at the meetings of the Board/Committees in an informed and efficient manner. The following sub-sections deal with the practice of these guidelines.

(v) Scheduling and Selection of Agenda Items for Board Meetings

Board members are given agenda papers along with necessary documents and information in advance of each meeting of Board and Committee(s). However, in case of business exigencies or urgencies, the resolutions are passed by way of circulation. All divisional/departments of the Company are advised to schedule their work plans in advance, particularly with regard to matters requiring discussion/approval/decision at the Board/Committee meetings. All such matters are communicated well in advance to the Company Secretary so that the same could be included in the Agenda for the Board/Committee meetings. In addition to the regular business items, the following item /information is regularly placed before the Board:

of DirectorsFormation/Reconstitution of Board Committees

Subsidiary Companies

other Committees of the Board

time of appointment/annually

budgets updates

Company

of senior management just below the Board level include appointment or removal of CFO and Company Secretary

payment towards goodwill, brand equity or intellectual property

21

prosecution a penalty notices

and steps taken by the management to limit the risks of advance exchange rate movement, if material

assets which are not in the normal course of business

of companies and Agreements or variations thereof

nature or list requirements and shareholder’s service such non-payment of dividend, delay in share transfer etc.Investments strategy / plan

internal controls

arrangements entered by unlisted Subsidiary Companies

Reports (through the Audit Committee)

management and related action plans

Government policies, etc. with impact thereof, directors’ responsibilities arising out of any such developments

(vi) Board material distributed in advance

Agenda and notes on agenda are circulated to the Directors, in advance, in the defined Agenda format. All material information is incorporated in the Agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting with specific reference to this effect in the Agenda. In special and exceptional circumstances, additional or supplementary item(s) on the Agenda are permitted.

(vii) Recording minutes of proceedings at Board and Committee meetings

The Company Secretary records the minutes of


the proceedings of each Board and Committee meeting. Draft minutes are circulated to all the members of the Board/Committee for their comments. The minutes are entered in the Minutes Book as per the provisions of Companies Act.

(viii) Post meeting follow-up mechanism

The Guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review and reporting process for the decisions taken by the Board and Committees thereof. The important decisions taken at the Board/Committee meetings are communicated to the departments/divisions concerned promptly. Action taken report on the decision/minutes of the previous meeting(s) is placed at the immediately succeeding meeting of the Board/Committee for noting by the Board/Committee.

(ix) Compliance

The Company Secretary while preparing the Agenda, Notes on the Agenda, Minutes, etc. of the meeting(s), is responsible for and is required to ensure adherence to all the applicable laws and regulations including the Companies Act, 1956 read with the Rules issued there under and the Secretarial Standards recommended by the Institute of Company Secretaries of India.

(x) Code of Conduct

The Board of Directors of your Company has prescribed a Code of Conduct for all members of the Board and the Senior Management of your Company. The Code of Conduct is available on your Company’s website www.coxandkings.com

All the members of the Board and the Senior Management personnel of your Company have affirmed their compliance with the Code of Conduct for the year ended March 31, 2011. A declaration signed by the Executive Director and Chief Financial Officer (CFO) to this effect is attached to the Annual Report.

C. Board Committees

In compliance with both the mandatory and non-mandatory requirements under the Listing Agreement, and the applicable laws, the Board of Directors of your Company constituted the following Committees:


22

The Chairman of the Board, in consultation the respective Chairman of these Committees, determines the frequency of the meetings of these Committees. The recommendations of the Committees are submitted to the Board for approval.

(i) Audit Committee

The Audit Committee of your Company consists of:

Sr. No

Name of Director

Designation Executive/Non Executive

1 Mr. M. Narayanan

Chairman Non Executive & Independent Director

2 Mr. Pesi Patel

Member Non Executive & Independent Director

3 Mr. S. C. Bhargava

Member Non Executive & Independent Director

4 Mr. A. B. M. Good

Member Non Executive Director

The terms of reference of the Audit Committee are as follows:

The role of the Audit Committee includes:

a. Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible

b. Recommending to the Board, the appointment, reappointment and if required, the replacement or removal of Statutory Auditors and fixation of audit fees

c. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors

d. Reviewing with the Management, the annual financial statements before submission to the Board for approval with particular reference to

Directors’ Responsibility Statement to be included in the Directors’ Report in terms of sub-section (2AA) of Section 217 of the Companies Act, 1956


practices and reasons for the same

based on the exercise of judgement by the Management

statements arising out of audit findings

requirements relating to financial statements

e. Reviewing with the Management, the quarterly financial statements before submission to the Board for approval

f. Reviewing with the Management, the performance of Statutory & Internal Auditors, adequacy of internal control systems

g. Reviewing the adequacy of internal audit function, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit

h. Discussion with internal auditors on any significant findings and follow up thereon

i. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is a suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board

j. Discussion with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern

k. To look into the reasons for substantial defaults, if any, in the payments to the debenture holders, shareholders (in case of non payment of declared dividends) and creditors

l. To review the function of the Whistle Blower Mechanism

m. Carrying out such other functions as may be specifically referred to the Committee by the Board of Director and/or other Committees of Directors of the Company

23


n. Reviewing the financial statements and in particulars the investments made by the unlisted subsidiaries of the Company

o. Review of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc)

The Audit Committee of the Company met 4 times during the year 2010-11: May 29 2010, August 2 2010, November 13, 2010 and February 4, 2011.

Sr. No

Name of Director Designation Executive/Non Executive No. of Meetings

Held

No. of Meetings Attended

1 Mr. M. Narayanan Chairman Non Executive & Independent Director 4 42 Mr. Pesi Patel Member Non Executive & Independent Director 4 43 Mr. S. C. Bhargava Member Non Executive & Independent Director 4 24 Mr. A. B. M. Good Member Non Executive Director 4 4

The Company Secretary of your Company is the Secretary to the Audit Committee.

Senior Executives of the Accounts Department, Finance Department, Secretarial Department and Representatives of the Statutory and Internal Auditors attend the Audit Committee meetings.

A summary statement of transactions with related parties was placed periodically before the Audit Committee during the year. Suitable disclosures have been made in the Financial Statements.

(ii) Shareholders /Investors’ Grievance Committee

The Shareholders’/Investors’ Grievance Committee of the Board of Directors of your Company is headed by a Non-Executive Director. The Committee consists of:

Sr. No Name of Director Designation Executive/Non Executive1 Mr. Pesi Patel Chairman Non Executive & Independent Director2 Mr. M. Narayanan Member Non Executive & Independent Director3 Mr. S. C. Bhargava Member Non Executive & Independent Director4 Mr. A. B. M. Good Member Non Executive Director

The Company Secretary acts as the Secretary of the Committee.

The terms of reference of the Shareholders/Investors Grievance Committee are as follows:

To look into and redress Shareholders/Investors Grievances relating to transfer of shares, Non-receipt of declared Dividends, Non-receipt of Annual Reports, all such complaints directly concerning the Shareholders/investors as stakeholders of the Company, any such matters that may be considered necessary in relation to Shareholders and Investors of the Company and to appoint Compliance Officer and fix his responsibilities.

The Committee oversees the performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The Committee also monitors implementation and compliance of the Company’s Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992. The Board has delegated the power of approving transfer of securities to the Committee Chairman and/or the Company Secretary.

The Shareholders’/Investors’ Grievance Committee met 1 time during the year 2010-11 on August 2, 2010.

Status report on number of Shareholder complaints/request received and replied by the Company during the year ended March 31, 2011 form part of this report.


24

(iii) Remuneration /Compensation Committee

The Remuneration/Compensation Committee of the Board comprises of following Directors:

Sr. No Name of Director Designation Executive/Non Executive1 Mr. Pesi Patel Chairman Non Executive & Independent Director2 Mr. M. Narayanan Member Non Executive & Independent Director3 Mr. S. C. Bhargava Member Non Executive & Independent Director4 Mr. A. B. M. Good Member Non Executive Director 5. Mr. Peter Kerkar Member Non Executive Director

Remuneration Policy

The remuneration of Executive Directors is decided by the Board of Directors as per the remuneration policy of the Company within the overall ceiling approved by Shareholders.

Remuneration paid to Non-Executive Directors

Non-Executive Directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making, and provide leadership and strategic guidance while maintaining objective judgments. They also oversee corporate governance framework of the Company.

The Non-Executive Directors of your Company are paid sitting fees. Your Company pays sitting fees of Rs. 20,000/- per meeting to the Non-Executive Directors for attending the meetings of the Board. The members of the Audit Committee are paid sitting fees of Rs. 10,000/- per Audit Committee Meeting.

3 Independent Directors, Mr. M. Narayanan, Mr. S.C. Bhargava and Mr. Pesi Patel are paid commission amounting to Rs.7,00,000/- on an annual basis and the total commission payable to such Directors does not exceed 1% of the net profits of the Company.

Sitting Fees and Commission paid to Directors during the year 2010-11 are as detailed below:(Amounts in Rs.)

Name Sitting Fee for Board Meeting

Sitting Fee for Audit Committee Meeting

Commission Total

Mr. Pesi Patel 120,000 40,000 - 160,000Mr. M. Narayanan 140,000 40,000 700,000 880,000Mr. S. C. Bhargava 100,000 20,000 700,000 820,000

None of the Directors are entitled to any benefit upon termination of their association with your Company.

Executive Director


During the year under review, there was no change in the terms of remuneration paid to Ms. Urrshila Kerkar.

The Company has no stock plans for the Directors as of now. During the year under review, none of the Directors was paid any performance-linked incentive. The Company did not advance any loans to any of the Executive and/or Non-Executive Directors.

Table below gives details of the remuneration paid or payable to the Executive Director during the year ended March 31, 2011.

Executive

Director

Salary * Commission Total

Ms. Urrshila

Kerkar

Rs. 95.56 Lacs - Rs. 95.56

Lacs

*Salary includes Basic Salary, Perquisites and Allowances, contribution to provident fund and other funds.

Compliances regarding Insider Trading:

Comprehensive guidelines in accordance with the SEBI regulations in this regard are in place. A code of conduct and corporate disclosure practices framed by the Company helps in ensuring compliances with the requirements.

25

Communication to Shareholders:

Quarterly, half-yearly and annual financial results are published in leading dailies. The official press release is also issued. The Company’s website has a dedicated section for Shareholders, which contains all important public domain information, including presentations made to analysts, institutional investors. All financial and other vital official news releases are also communicated to the concerned stock exchanges, besides being placed on the Company’s website.

The Company also files the following information, statements, reports on the web-site as specified by SEBI:

sheet, profit and loss account, directors’ report and auditors’ report, cash flow statement and quarterly financial statements.

Details of Capital market non-compliance, if any

There has been no non-compliance by the Company of any legal requirements nor has there been any penalty, stricture imposed on the Company by any Stock Exchange, SEBI or any statutory authority on any matter related to the capital markets during the year under review.

Auditors’ Certificate on Corporate Governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to Corporate Governance laid down in Clause 49 of the Listing Agreement. This report annexed to the Directors’ Report, will be sent to the Stock Exchanges along with the Annual Report to be filed by the Company.


Subsidiary Monitoring Framework

All Subsidiary Companies of the Company are managed with their Boards having the rights and obligations to manage such Companies in the best interest of their stakeholders. The Company monitors performance of Subsidiary Companies, inter alia, by the following means:

(a) Financial Statements, in particular the investments made by the unlisted Subsidiary Companies, are reviewed quarterly by the Audit Committee of the Company.

(b) All Minutes of Board meetings of the unlisted Subsidiary Companies are placed before the Company’s Board regularly.

(c) A statement containing all significant transactions and arrangements entered into by the unlisted Subsidiary Companies is placed before the Company’s Board.

The Company does not have any material unlisted Indian Subsidiary and hence, is not required to nominate an independent director of the Company on the Board of such Subsidiary Company.

General Shareholders Information:

General Body Meetings

Annual General meeting for the 2010-11 is scheduled on 29th of September 2011, at 10.30 a.m. The meeting will be conducted at Y.B. Chavan Auditorium, Gen. J. Bhosale Marg, Opp. Mantralaya, Nariman Point, Mumbai - 400 021

Members of the Company, who cannot make it to the meeting, are requested to appoint a proxy. The proxy form duly filled in should reach the registered office of the Company not less than 48 hours before the commencement of meeting.

Annual General Meetings and other General Body Meeting of the last 3 years

The details of general meeting held during the last 3 years and the resolutions passed thereat are given below:

Year Type of Meeting Time, Day, Date & Location Summary of Resolution Passed2009-2010 Annual General Meeting The Meeting was held on September

18, 2010 at Indian Merchant Chambers, IMC Bldg., IMC Marg, Churchgate, Mumbai - 400 020 at 11.00 am

Special ResolutionPayment of Commission to Non- Executive Directors

2009-2010 Special Resolution vide Postal Ballot

Not Applicable Special Resolution vide Postal BallotChange of Name, Raising of Resources through issue of securitiesIncrease in limits for FIIs InvestmentAuthority to investment, give loan & extend guarantee


26

2008-09 Annual General Meeting The Meeting was held on 10th August, 2009 at the registered office of the Company at 1st Floor, Turner Morrison Building, 16 Bank Street, Fort, Mumbai – 400 001 at 10.00 am

Special ResolutionFurther issue of shares pursuant to section 81 (1A) of the Companies Act, 1956

2008-09 Extra Ordinary General Meeting

The Meeting was held on 7th January, 2009 at the registered office of the Company at 1st Floor, Turner Morrison Building, 16 Bank Street, Fort, Mumbai – 400 001 at 10.00 am

Increase in authorised Capital Alteration of Articles of Association

2007-08 Annual General Meeting The Meeting was held on 29th September, 2008 at the registered office of the Company at 1st Floor, Turner Morrison Building, 16 Bank Street, Fort, Mumbai – 400 001 at 4.00 pm.

To Borrow in excess of present limit under section 293 (1) (d)To create charge/ mortgage under section 293 (1) (d)Special ResolutionInvestment in Quoprro Global Services Private Limited Investment in Joint Venture with IRCTCPayment of Commission to Non- Executive Directors

Listing on Stock Exchanges:

As on 31st March 2011, the securities of the Company are listed on the following exchanges:

Scrip Code ISINBombay Stock Exchange 533144 INE008I01018National Stock Exchange COX&KINGS INE008I01018Luxembourg Stock Exchange CoxKings GDR ne US2238991051

Listing fee for the year 2011-12 has been paid to all the Stock Exchanges (both domestic and international) where the Company’s securities are listed.

Registrar and Transfer Agents

Your Company has delegated the power of share transfer and related operations to Karvy Computershare Pvt. Ltd., Hyderabad, Registrar and Share Transfer Agents. The communication addresses of the Registrar and Transfer agent is as follows:

Karvy Computer Share Private Limited, Unit: Cox & Kings Limited, Plot no: 17-24, Vittal Rao Nagar, Madhapur, Hyderabad: 500 081. Andhra Pradesh, India Tel: 91 40 23420815 Fax: 91 40 23420814 Email id: [email protected] Contact person: Mr. S.V. Raju

Unclaimed Dividend

Section 205A of the Companies Act, 1956, mandates that Companies transfer dividend that has been unclaimed for a period of 7 years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). In accordance with the following schedule, the dividend for the years mentioned below, if unclaimed within a period of 7 years will be transferred to IEPF.

Financial Year Type of Dividend Dividend per share Date of Declaration Due date for transfer2009-10 Final Re. 1/- per share 18th September, 2010 17th September, 2017


27

Shareholders are advised that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof, either against the Company or against IEPF.

Financial Calendar (tentative):

The tentative calendar for declaration of results for the financial year 2011-2012 is as given below:

Results for the Quarter ending: Release of resultsJune 30, 2011September 30, 2011December 31, 2011March 31, 2012

Before August 14, 2011Before November 14, 2011Before February 14, 2012Before May 30, 2012

Date of Book closure

The Register of Members and Share Transfer Books will remain closed from 16th of September 2011 to 24th September 2011 (both days inclusive) to determine the entitlement of shareholders to receive the final Dividend as may be declared for the year ended March 31, 2011.

Dividend Payment Date

The Board of Directors has recommended 10% Dividend for the financial year 2010-11. The dividend, if approved by Shareholders at the ensuing Annual General Meeting shall be paid to those members:

1. whose names appear on the Company’s register of members, after giving effect to all valid share transfers in physical form lodged with M/s Karvy Computershare Private Limited, Registrar and Share Transfer Agent of the Company on or before 16th September 2011.

2. In respect of shares held in electronic form, to those “deemed members” whose names appear in the statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the closing hours of 16th September 2011.

Other Disclosures

1. Details of related party transactions entered into by the Company are included in the Notes to Accounts. There are no materially significant related party transactions of the Company, which have potential conflict with the interests of the Company at large. Transactions with related parties entered into by the Company in the normal course of business are placed before the Audit Committee.

2. There is no non-compliance by the Company nor any penalty or stricture imposed on the Company by any stock exchange, SEBI or any other statutory authority on any matter relating to capital markets since the listing of the Company.

3. The Company has a comprehensive risk management policy and the same is periodically reviewed by the Audit Committee & Board of Directors of the Company.

4. The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement in respect of Corporate Governance. The Company does not have a Whistle Blower Policy, which is a non-mandatory requirement under Clause 49 of the Listing Agreement. However, the Company has duly constituted a Remuneration Committee.

Means of Communication with Shareholders/Analysts

Your Company has established procedures to disseminate, in a planned manner, relevant information to shareholders, analysts, employees and the society at large.

Our Audit Committee reviews the earnings press releases, annual and quarterly reports of the Company, before they are presented to the Board of Directors for their approval for release.

News Releases, Presentations, etc.: All our news releases and presentations made at investor conferences and to analysts are posted on the Company’s website at www.coxandkings.com.



28

Quarterly results: Our quarterly results are published in widely circulated national newspapers such as The Economics Times and Maharashtra Times. The results are also displayed on the Company’s website www.coxandkings.com

Website: The Company’s website www.coxandkings.com contains a separate dedicated section “Investors Relations” where shareholders information is available. The Annual Report of the Company, earnings press releases and quarterly reports of the Company etc. are also available on the website in a user-friendly and downloadable form.

Annual Report: Annual Report containing, interalia, Audited Annual Accounts, Consolidated Financial Statements together with Directors’ Report, Auditors’ Report and other important information are circulated to members and others entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website www.coxandkings.com

Designated exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing:

[email protected]

[email protected]

Share Transfer System

The Share Transfer (pertaining to shares in physical mode) are approved by the Share Transfer Committee which meets regularly whenever required. The turnaround time for completion of transfer of shares in physical form is generally less than 7 days from the date of receipt, if the documents are clear in all respects.

Investors Services

The Company has Board Level Committee dealing with investor issues. Number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up are as under:

Opening Balance as on 1st April, 2010

Received during the year Resolved during the year Closing Balance as on 31st March, 2011

1 124 125 0

Dematerialization of Shares:

Sr. No Category No. of Holders Total Shares % To Equity1 Physical 8 3,488,023 5.11%2 N S D L 12,963 64,366,488 94.29%3 C D S L 4,121 409,434 0.60%

Total 17,092 68,263,945 100.00%

Outstanding GDRs

The Global Depository Receipts (GDRs) issued in August, 2010 are listed on the Luxembourg Stock Exchange since then. Outstanding GDRs as on March 31, 2011 represent 2,333,334 equity shares constituting 3.42% of the paid-up Equity Share Capital of the Company. Each GDR represents 1 underlying equity shares in the Company. GDR is not a specific time-bound instrument and can be surrendered any time and converted into the underlying equity shares in the Company. The shares so released in favor of the investors upon surrender of GDRs can either be held by the investors concerned in their name or sold off in the Indian secondary markets for cash. To the extent of the shares so sold in Indian markets, GDRs can be reissued under the available headroom.

Equity Shares in the IPO Suspense Account

As per Clause 5A of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense account as on March 31, 2011:

Particulars No. of Share Holders

No. of Equity Shares

Aggregate Number of Shareholders and the outstanding shares in the suspense account lying as on April 1, 2010

33 2,100


29

Aggregate Number of Shareholders who approached the Company for transfer of shares from suspense account during the year

18 1,260

Aggregate Number of Shareholders to whom shares were transferred from the suspense account during the year

16 1,140

Aggregate Number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2011

17 960

Share Price Data during the year - both BSE and NSE (in Rs. per share)

Month BSE NSE High Price Low Price High Price Low Price

April 10 566.80 443.00 566.40 482.00May 10 501.75 426.15 509.80 427.20June 10 518.00 410.00 518.50 415.00July 10 522.00 457.40 519.95 457.75August 10 659.70 518.50 659.00 520.05September 10 644.95 562.20 646.65 562.20October 10 619.00 547.00 618.80 545.00November 10 584.65 491.10 589.00 490.00December 10 560.00 507.05 566.00 510.00January 11 554.00 428.20 555.00 425.65February 11 463.95 365.55 464.80 368.10March 11 437.85 359.10 437.90 358.65

Shareholding Pattern as on March 31, 2011

Shareholders No. of Shares PercentagePromoter and Promoter Group Holding 40,040,880 58.66%Foreign Institutional Investor 1,55,12,631 22.72%Mutual Funds 55,40,570 8.12%Bodies Corporate 7,99,001 1.17%Resident Individuals 27,42,147 4.02%Foreign Corporate Bodies 4,28,648 0.63%Others 32,00,068 4.69%Total 6,82,63,945 100%

Distribution Schedule as on March 31, 2011

Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount1 - 5000 16,602 97.13% 1,302,688 13,026,880 1.91%

5001 - 10000 175 1.02% 135,049 1,350,490 0.20%10001 - 20000 84 0.49% 123,857 1,238,570 0.18%20001 - 30000 47 0.27% 117,827 1,178,270 0.17%30001 - 40000 32 0.19% 111,123 1,111,230 0.16%40001 - 50000 15 0.09% 69,216 692,160 0.10%

50001 - 100000 41 0.24% 299,579 2,995,790 0.44%100001 Above 96 0.56% 66,104,606 661,046,060 96.84%

Total 17,092 100% 68,263,945 682,639,450 100%



30

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

I, Urrshila Kerkar, Whole Time Director of Cox & Kings Limited, hereby declares that all the Members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct of the Company applicable to them as laid down by the Board of Directors in terms of Clause 49(1)(D)(ii) of the Listing Agreement entered into with the Stock Exchanges for the year ended March 31, 2011.

For Cox & Kings Limited

Urrshila Kerkar Whole Time Director

Mumbai, May 30, 2011


CERTIFICATE OF WHOLE TIME DIRECTOR/CFO

This is to certify that:

(a) We have reviewed financial statements and the cash flow statement for the year 2010-11 and that to be the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards and applicable laws and regulations.

(b) There are to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For Cox & Kings Ltd

Urrshila Kerkar Anil Khandelwal Whole Time Director Chief Financial Officer

Mumbai, 30th May, 2011

31

SECRETARIAL AUDIT CERTIFICATE

To, The Board of Directors, COX & KINGS LIMITED

Secretarial Compliance Report for the year ended 31st March, 2011

I have examined the registers, records, books and papers of Cox & Kings Limited as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial year ended on 31st March, 2011 (Financial Year). In our opinion and to the best of our information and according to the examination carried out by me and explanations furnished to me by the Company, We are in opinion that in respect of the aforesaid financial year.

1. The Company is a listed public company.

2. All the requisite registers and other records required under the Act and the Rules made there under have been filed with the Registrar and other authorities as per the requirements.

3. All the requisite returns and documents required under the Act and the Rules made there under have been filed with the Registrar and other authorities as per the requirements.

4. All the requirements relating to the meetings of directors and shareholders as well as relating to the minutes of the proceedings there at has been complied with.

5. All the appointments of directors of the Company have been made in accordance with the requirements.

6. Due disclosures under the requirements have been made by the Company. It has also complied with the requirements in pursuance of the disclosures made by its directors.

7. The requirements relating to declaration and payment of dividend and to the transfer of unpaid dividend have been complied with.

8. The money borrowed by the company from financial institutions and banks have been in accordance with the requirements.

9. Loans and Investments have been made by the Company in accordance with the requirements.

10. The Company has filed all its documents with the stock exchange as per the Listing Agreement.

Virendra Bhatt Date : 30th May, 2011 Company SecretaryPlace : Mumbai ACS-1157/CP-124


32

To,

The Members of

COX & KINGS LIMITED

We have examined the compliance of conditions of Corporate Governance by COX & KINGS LIMITED (“the Company”), for the year ended on 31st March 2011, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For and behalf of Chaturvedi & Shah (Firm Registration No. 101720W) Chartered Accountants

Amit Chaturvedi (Partner) Membership No: 103141

Place: Mumbai

Date: 30th May, 2011

AUDITORS’ CERTIFICATE

33

As a responsible corporate citizen, Cox & Kings exhibits a strong commitment by contributing immensely towards the well being of the community by undertaking the CSR initiatives.

This commitment towards CSR encourages its employees to participate in the community projects. Employees not only provide a strong support but also show a high level of determination in executing the CSR activities. It is through their involvement that the company’s goals towards social and communitarian benefit are achieved.

Welfare

Health

CSR

Education

Children

Women

Youth

Society

Employee Involvement

Strong Commitment of the management

During the year, serious efforts have been directed towards making a meaningful contribution to the betterment of the society especially towards the children, youth and the women; focusing primarily on their health, welfare and education.

CSR Initiatives

In keeping with the commitment towards contribution to the society, the Company and its employees continue to support and have partnered with the following NGOs during the year under review:

TOWARDS CHILDREN

1. MAKE-A-WISH FOUNDATION OF INDIA (MAWF)

Make-A-Wish Foundation of India (MAWF) is an NGO dedicated to granting wishes of children with life threatening diseases

Sponsorship and contribution: Our relationship with MAWF began in November 2008 when we made a commitment to sponsor wishes every month and have continued since then. As of March 2011, we have fulfilled wishes of more than 200 children.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’) REPORT

Creating awareness: In order to create awareness on MAWF’s cause amongst employees and customers, we have placed MAWF donation boxes at 8 of our offices across the country. This initiative was undertaken with an aim to encourage our staff, customers as well as our associates to contribute whole-heartedly thereby making a meaningful contribution to the lives of the children. Moreover, in December 2010, as a part of fund raising activity, MAWF displayed and sold products like greeting cards, paper gift bags, photo frames, jute bags, t-shirts, pens, diaries & more at our offices.

Granting Travel Wishes: C&K is the Official Travel partner of MAWF and so we sponsor the “Travel Wishes” of the children within India. We take care of the travel & boarding of the Wish Child and the family members travelling with them. This year, six travel wishes were organised at various destinations in India.

Celebrating World Wish day: On World Wish Day, 29th April 2010, C&K was instrumental in granting around 50 wishes across nine cities, namely Mumbai, New Delhi, Ahmedabad, Jaipur, Bangalore, Hyderabad, Chennai, Goa and Pune. Well known magicians, mimicry artists and celebrities performed and entertained the audience with their acts. C&K employees also participated in these activities, thus making each event enjoyable and memorable for the children.

Outreach programme: In February 2011, an outreach programme was organised by C&K wherein 23 of our employees visited the Dhirubhai Ambani Hospital, Lodhivali, Raigad. The employees met 35 HIV children who were undergoing ART treatment at the hospital to grant their wishes. A magic show was also organised for these children.

Christmas Celebration: In order to spread the cheer and festivities, five of our colleagues from Goa branch partied with the children at the GMC Bambolim Hospital, Goa. A Christmas party was hosted by our employees in association with Make-A-Wish Foundation. One of our employees volunteered to play Santa Claus who visited the children and distributed gifts to them.


34

2. CANKIDS-KIDSCAN

Cankids-Kidscan, a unit of the Indian Cancer Society, is a family support group for children with cancer and their families. The organization provides a wide spectrum of support services to the children suffering from cancer. They believe that childhood cancer is curable provided medical intervention is given at the right time. Cankids-Kidscan organize medical programs such as physical rehabilitation, palliative care program, treatment support program and after cancer treatment programs. They also provide financial assistance, emotional and psychosocial support to the parents of the children with cancer. This institute also conducts education & reintegration programs for the cancer children, awareness and advocacy programs.

International Childhood Cancer Day: Cankids-Kidscan and C&K jointly celebrated International Childhood Cancer Day in Mumbai (15 Feb) & Delhi (22 Feb) at the IMAX theatre, Wadala & Noida Big Cinemas respectively. Children from cancer hospitals in Mumbai and Delhi were escorted to watch the movie “Yamla Pagla Deewana”. The children from Mumbai were lucky to meet and interact with Bobby Deol. 35 employees from our Mumbai office and 31 employees from our Delhi office volunteered to be a part of this event. A total of 170 children and their parents/ caretakers took part in the day long exercise at both the centres. The children were given special age-appropriate toys as their take-home gifts.

3. SUNIL’S HOME

Sunil¹s Home is an orphanage that addresses the critical, increasing needs of orphans in India. Staff and volunteers of Sunil¹s Home commit their time, talents and resources

to help orphans transform their lives and the lives of future generations. They believe that every child deserves a loving home, adequate living conditions, quality medical care, education and opportunities to develop and realize his/her fullest potential. In a very short span of time, Sunil¹s Home Orphanage has become a name-recognized organization in the South Florida community.

East India Travel Inc, C&K’s U.S. subsidiary contributed to the noble cause of supporting the activities of Sunil’s Home Orphanage by organizing a trip for two to India.

4. CHILDREN IN THE WILDERNESS

Children in the Wilderness is an environmental and life skills educational programme that focuses on the next generation of rural decision makers. It is one of the few programmes aimed at bridging the divide that exists between communities and wildlife. Children in the Wilderness programme hosts rural children that live alongside parks and reserves and teaches them the importance of conservation. The programme aims to develop environmental leaders who are inspired to care for their natural heritage so that they become the custodians of these areas in the future. Children in the Wilderness exposes children to their wildlife heritage, builds and strengthens their capabilities to cope with life’s challenges and educates them with the life skills necessary to actualize their greatest potential.

East India Travel Inc. (U.S.) donated $15 per passenger to South Africa, supporting the Children in the Wilderness.

5. MERCY HOME

Mercy Home for Boys & Girls, at Chicago has residential programs for children who have suffered abuse, neglect, poverty and abandonment. They are given the opportunity to rebuild their lives and the encouragement to realize their dreams. Through therapeutic, academic and vocational support, the organization helps them grow into healthy adults who go on to pursue higher education, secure good jobs and raise loving families of their own. Each residential program at Mercy Home provides a structured space for a young person to work on their education, personal development, daily living skills and emotional healing. Mercy Home also works with the families of the boys and girls to provide an anchor for them in the community upon leaving the program.

East India Travel Inc, (U.S.) donated a trip for two to Peru; the proceeds therein were contributed towards charity.

6. NAVROZ BAUG PARSI SOCIETY

Navroz Baug Parsi society accepts donations which are used for the poor and the needy in the Parsi community particularly towards medical aid, free books for poor

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’) REPORT (CONTD...)

35

students etc. C&K donated funds towards this social cause thereby benefiting the lives of the underprivileged residing in the society.

7. ANUGRAH CHILDREN’S HOME

C&K made financial donation towards Anugrah Children’s Home which works for underprivileged children whose families have experienced difficulties providing a home for them. In many cases the children have lost one or both parents and their families have asked for help to take care of the children and provide them with an education.

TOWARDS WOMEN

8. OM CREATIONS TRUST

Om Creations is an NGO that works with developmentally challenged women in the age group of 20 years – 53 years. The organization is run on the conviction that with professional training and support, women born with Down’s syndrome and other mental disabilities can imbibe professional skill sets and become productive contributors.

Standard Chartered Mumbai Marathon 2011: In January 2011, 23 C&K employees participated in the ‘Standard Chartered Mumbai Marathon 2011’ representing Om Creations as our Charity. A major amount of C & K’s contribution towards the registration fee and participation fee was for charitable purposes.

Awareness Day: On 15th December 2010, Om Creations Trust exhibited and sold handicrafts created by their young adults at our Mumbai office. Handicrafts included attractive bags, table mats, sari covers, cups, cakes and chocolates.

9. THE THINK PINK FOUNDATION

The Think Pink Foundation is an independent, volunteer based charity whose focus is to raise funds to provide financial and emotional support to breast cancer patients. When a cancer affected patient is undergoing chemotherapy and/or radiotherapy, it’s hard to hold down a job while the medical bills continue to roll in. The struggle to live is compounded by the struggle to survive. This is where The Think Pink Foundation steps in. They fund worthy projects that help provide breast cancer patients with information and counseling. They also provide funds to patients who are

in financial need to help them through their journey with breast cancer.

This charitable organization raises funds for breast cancer research and treatments. For the past few years, C&K’s Australian subsidiary, Cox & Kings Australia has been actively donating towards the fund-raising events held by the foundation.

10. INTERNATIONAL WOMEN’S DEVELOPMENT AGENCY (IWDA)

IWDA works in partnership with women focused and women led groups and through advocacy to create empowering and transformative change for women in the Asia-Pacific. The organization works towards women’s economic empowerment, safety, security, sustainable livelihoods and natural resource management, women’s civil and political participation.

Cox & Kings Australia contributed towards IWDA’s fund raising activity. The funds raised are utilized for the long-term viability and growth of IWDA; thereby supporting the empowerment of women.

TOWARDS YOUTH

11. MAGIC BUS FOUNDATION

Magic Bus works with children living in some of the most marginalised circumstances in the world. This foundation uses sports and activity based learning as a medium for bringing child development. These activities help the children and the youth to discover their true potential and encourage them to find purpose in life. They work towards inspiring youth to take responsibility to change their communities in a sustainable manner. The foundation also encourages and supports volunteers to take part in charity challenges, runs or initiatives in India and abroad. Magic Bus believes that every individual has the potential to develop and make a meaningful contribution to the society.

Jill Beckingham’s Indo-UK Friendship Walk: C&K sponsored Jill Beckingham’s Indo-UK Friendship Walk which was held in November and December 2010 and the amount was donated to Magic Bus Foundation.

Corporate Football Challenge: In February 2011, 9 C&K employees participated in the Magic Bus Corporate Football Challenge at their Learning and Development Centre at Karjat. The funds raised through the participation fee were allocated to the Magic Bus girls’ football team. The girls are from three slum communities and an orphanage and are all set to play in the Mumbai District Football Association (MDFA) league matches.

Donation: C&K through its subsidiary, Cox & Kings Travel Ltd. in UK, contributed monetarily to Magic Bus (UK) which organizes various activities including sports and outdoor recreation. The children benefit



36

from the change of environment and the input of highly trained mentors.

TOWARDS THE SOCIETY AT LARGE

12. OXFAM INDIA

Oxfam India works to ensure that everyone has access to education, health and social protection; people are able to overcome poverty by earning a decent livelihood with fair trade opportunities; women lead a life of dignity, free from violence and communities are prepared to deal with the impact of climate change, natural and man-made disasters.

Marathon Run in Bangalore: In May 2010, 30 C&K Employees from Bangalore participated in the marathon Sunfeast World 10k 2010, Bangalore towards charity for Oxfam India.

Airtel Delhi Half Marathon 2010: In November 2010, 30 of our Employees from Delhi participated in the marathon in Delhi. Charity chosen was Oxfam India in support of their Women Empowerment projects spread across the country.

13. CANCER PATIENTS AID ASSOCIATION (CPAA)

The Cancer Patients Aid Association works for the welfare of cancer patients in India. The association provides financial assistance to the needy cancer patients. They undertake activities that include early detection, insurance, rehabilitation and awareness. They also organize events in order to raise funds for cancer treatment, awareness and education about cancer and entertainment and relaxation for the patients. Their aim is to go beyond the malignancy and treatment of cancer on the medical front and help the individual cope with the economic, social and psychological shadows the disease may cast.

C&K has had a long standing relationship with this organisation and has adopted 4 cancer patients wherein the treatment of the patients is paid by the Company.

14. TRAVEL OPERATORS FOR TIGERS (TOFT)

Travel Operators For Tigers (TOFT) works together with suppliers in India’s wildlife reserves to ensure that the environmental and business practice of all proactively supports conservation and motivates the local community to protect the tigers. They have drawn up a code of conduct,

which aims to put pressure on ground handlers, lodges and camps to act responsibly with regard to tiger conservation.

C&K through its subsidiary, Cox & Kings Travel Ltd in UK is delighted to be a member of the Travel Operators for Tigers (TOFT) initiative. As part of this initiative, all Cox & Kings’ prices for stays in Indian tiger reserves include a donation of £5 per person per night, all of which go directly towards the support of tiger conservation projects.

15. AMERICAN HIMALAYAN FOUNDATION (AHF)

The American Himalayan Foundation is a U.S non-profit organization which helps Sherpas, Tibetans and Nepalese living throughout the Himalayas. The people over there often live without basic health care and education leading to environmental degradation. AHF was founded to respond to these pressing problems. The AHF builds and supports schools and students; trains doctors and funds hospitals; cares for children and elders; plants trees and restores sacred sites. They also help Tibetans rebuild and sustain their culture both in exile and in Tibet. The AHF provides a visible portal between those who love and work in tourism industries that travel to Nepal, Tibet, India, Bhutan and the United States.

East India Travel Company Inc (U.S.) supported the AHF’s projects by organizing a trip for two to India and Nepal.

16. GRASS ROOTS LOGISTICS

Grassroots Logistics is a regional organization based in Nairobi and operating within East Africa, with the aim of facilitating and supporting projects aimed at empowering local communities to address conservation and poverty alleviation challenges. Their core activities include infrastructure improvements for rural primary schools, scholarship support for high achievers, teacher training and motivational support, improvement of rural health care facilities, micro-Enterprise Projects development, protection of wilderness rangelands for conservation, research, participation and self discovery. By targeting local communities in areas of high poverty levels, the organization makes an effort to improve and enhance their livelihoods by facilitating various projects.

East India Travel Company Inc, C&K’s U.S. subsidiary has made a charity donation of $15 per passenger to East Africa. These contributions help to make a meaningful difference in many people’s lives in East Africa.

17. END HIV NOW

World Initiative for Science and Healthcare (WISH), a non-profit organization has launched a global initiative ‘endhivnow’ to deliver mobile self-contained HIV testing and diagnostics services to countries hardest hit by the HIV-AIDS epidemic. By delivering a mobile HIV diagnostic platform in partnership with nongovernmental organizations, they


37

provide mobile HIV testing, counselling, treatment, palliative care, support and prevention services to the populations living in resource-limited urban and rural environments around the world thus removing any barriers that prevent them from accessing services.

East India Travel Inc, C&K’s U.S. subsidiary donated a trip for two to Africa. The funds generated were contributed towards charitable purpose.

18. ANUBANDH OLD AGE HOME

Anubandh Oldage home, situated on the outskirts of Jodhpur, is an institution given to noble cause of support and service of the old people deserted by their families, who are physically unfit, having no independent means of subsistence and have no one to fall back upon for support. Anubandh extends its hand of help to these people by not letting them fall victims of want, insecurity and indignity, and instead it helps them to lead a life of peace and dignity at this stage of their life

Contributions have been made by C&K towards this institution. Anubandh utilises these funds for providing the aged shelter, food, clothing, medicines, attendance, attention and affection besides all other modern facilities, thus making their life smooth and peaceful.

19. GRANTHAM FLOOD RELIEF INITIATIVE

In 2011, Queensland, a state within Australia, experienced severe flooding which forced the evacuation of thousands of people from towns and cities. Grantham, a town in Queensland, was also devastated by the surge of water destroying many homes. A golf day was organized to raise funds to assist with re-building the community.

The company’s subsidiary, Cox & Kings Australia’s staff and customers residing in Queensland contributed financially towards this cause.

20. TEMPLE BETH ISRAEL

Temple Beth Israel is an inclusive and vibrant centre for Jewish life in Melbourne, Australia, committed to supporting positive Jewish choices for individuals and families through shared learning, prayer and action aimed at improving our world. Cox & Kings Australia donated towards this congregation which sponsors many activities for affiliates and non-affiliates including religious services, youth and adult social as well as educational programs.

21. ADITYA JYOT EYE HOSPITAL PVT LTD

Aditya Jyot Eye Hospital, at Wadala, Mumbai, is a centre for total eye care and is the largest eye hospital in Mumbai. Monetary contributions were made towards Aditya Jyot Eye Hospital which is a well-equipped institute that

ensures high quality total eye care for all patients and has pioneered the latest technologies for eye care in India.

22. VEDANTA TRUST

Vedanta Trust in Mumbai is a registered charitable organization which awards need-based scholarships to people interested in studying Vedanta and organizes free lectures on the subject. C&K gave monetary contributions to support this cause.

23. DIVINE RETREAT CENTER

C&K distributed blankets to the leprosy patients at the Divine Retreat Centre. The company has been actively contributing to this noble cause.

24. ROTARY CLUB OF MUMBAI SOUTH

The Rotary Club of Mumbai South provides humanitarian service by undertaking various social activities, organising medical camps, conducting seminars to foster ideal of service and peace in the world.

C&K sponsored the event, “World Understanding & Peace” at Taj Mahal Palace, Mumbai on 23rd February 2011 in association with Rotary Club of Mumbai South.

25. COX & KINGS FOUNDATION

The Cox & Kings Foundation has been started with the vision of providing basic amenities and education to underprivileged children, children suffering from Cancer & marginalised women. C&K endeavour is to provide the needy with basic facilities that will enable them to lead a better life.

Whilst in the past C&K has been supporting various social causes and actively supporting NGOs for social causes, specially for Children & margianlised women, the Objective of the creation of the Foundation is to increase these activities in a much larger base so that the effects of such work are more tangible to the society.

The Cox & Kings Foundation also plans to sponsor a Crisis Intervention Centre created for orphaned and vulnerable girls between the age groups of 11-20 years.

Cox & Kings Foundation has major initiative plans through which the Company plans to garner more funds from our various partners, associates and friends creating a corpus fund that can be utilised to fulfil its aims with regards to the causes C&K support. C&K will strive to improve the lives of those who do not have access to basic facilities. This, in its own way, will ensure that C&K as an organisation play an active role in the development of the society at large.


38


Financial Statements & Notes

39

To,

The Members of

COX & KINGS LIMITED

(Formerly known as Cox and Kings (India) Limited)

We have audited the attached Balance Sheet of COX & KINGS LIMITED as at March 31, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor’s Report) Order 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order .

3. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

AUDITORS’ REPORT

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

(ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Chaturvedi & Shah Firm Registration No. 101720W Chartered Accountants

Amit Chaturvedi Partner Membership No.:103141

Place: Mumbai Date : May 30, 2011

40


Re : Cox & Kings Limited (“the Company”)

(Formerly known as Cox and Kings (India) Limited)

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956: -

a) The Company has granted unsecured loan to seven wholly owned subsidiaries and four other parties covered in the register maintained under section 301 of the Companies Act, 1956. In respect of the said loan, the maximum amount outstanding at any time during the year is Rs. 14,055.87 Lacs and the year end balance is Rs. 12,848.94 Lacs.

b) According to the information and explanations given to us, the rate of interest (where stipulated) and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

d) In respect of the said loans and interest thereon, the same are repayable on demand and therefore the question of overdue amount does not arise.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

e) The Company has not taken any loan, secured or unsecured from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the requirement of Clauses (iii)(f) and (iii)(g) of paragraph 4 of the said Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and also for the sale of services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the companies Act 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of each party during the year are unique and of specialized nature and in absence of any comparable prices, we are unable to comment if same have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and according to the information and explanation provided to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the services rendered by the Company.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues, have been

41

generally regularly deposited with the appropriate authorities except for few cases. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months.

b) According to the information and explanation given to us, there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below:

Name of the

Statute

Nature of Dues

Financial Year

Amount In Lacs

Forum where the dispute is

pending

Income Tax Act,

1961

Income Tax/

Penalties

1997-98 3.73 Commissioner Income Tax (Appeal)

2001-02 16.33 Income Tax Appellate Tribunal






TOTAL 648.63

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order 2003, (as amended) are not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of dealing and

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE (Contd.)

trading in other investments and timely entries have been made therein. All the investments have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has given the guarantees for loans taken by its wholly owned subsidiaries from bank and/or financial institutions. In our opinion and according to information and explanations given to us, the terms and conditions whereof, are not prejudicial to the interest of the company.

16. The Company has not raised new term loans during the year. Therefore, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short -term basis that have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year company has issued unsecured non-convertible debentures amounting to Rs. 30,000 Lacs. Being unsecured, the Company is not required to create any security in respect of debentures issued.

20. We have verified end use of money raised by public issues as disclosed in the notes to the financial statements.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Chaturvedi & Shah Firm Registration No. 101720W Chartered Accountants

Amit Chaturvedi Partner Membership No.: 103141

Place: Mumbai

Date: May 30, 2011

42


BALANCE SHEET AS AT MARCH 31, 2011

ScheduleNo.

AS AT 31.03.2011 AS AT 31.03.2010Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

SOURCES OF FUNDSShareholders' Funds Share Capital 1 6,826.39 6,292.29 Reserves & Surplus 2 98,893.70 63,601.89

105,720.09 69,894.18 Loan Funds 3 Secured Loans 12,008.25 14,566.56 Unsecured Loans 30,000.00 9,000.00

42,008.25 23,566.56 TOTAL 147,728.34 93,460.74

APPLICATIONS OF FUNDSFixed Assets 4 Gross Block 5,841.49 4,428.85 Less : Depreciation/Amortisation 2,673.77 2,494.39 Net Block 3,167.72 1,934.46 Capital Work In Progress 3,643.96 733.59

6,811.68 2,668.05 Investments 5 28,301.45 32,340.56 Deferred Tax Assets (Net) 39.38 192.57 (Refer note 6 of Schedule 12)Current Assets, Loans & Advances 6 Inventories 720.03 558.46 Sundry Debtors 25,525.42 20,902.98 Cash & Bank Balances 50,567.73 20,105.67 Loans & Advances 47,705.94 26,058.29

124,519.12 67,625.40 Less : Current Liabilities and Provisions 7 Current Liabilities 10,410.05 7,706.95 Provisions 1,533.24 1,658.89

11,943.29 9,365.84 Net Current Assets 112,575.83 58,259.56

TOTAL 147,728.34 93,460.74 Notes to Accounts 12

As per our report of even date

For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No.101720W

Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director DirectorMembership No.103141

Place: Mumbai Rashmi Jain Date : 30th May, 2011 Company Secretary

43

ScheduleNo.

For the year ended 31.03.2011


Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in LacsINCOME

Commission and Other Operating Income 8 23,565.67 17,638.72 Other Income 9 1,726.54 564.44

25,292.21 18,203.16 EXPENDITURE

Personnel Expenses 10 5,178.64 3,919.85 Other Expenses 11 6,482.52 5,326.33 Interest and Finance Charges (Net) 1,907.61 882.34 Depreciation 711.24 524.96

14,280.01 10,653.48 Profit before tax 11,012.20 7,549.68 Less : Provision for Tax Current 3,198.00 2,396.20 Deferred 153.19 147.19 Profit after tax 7,661.01 5,006.29 Less : Tax Provision in respect of earlier years

written back

(11.35)

- Profit after tax 7,672.36 5,006.29 Add : Balance of Profit brought forward from 15,850.89 11,578.34 previous yearLess : Dividend paid for previous year 53.41 - Tax on dividend paid for previous year 11.51 - Profit available for appropriation 23,458.33 16,584.63 Appropriation :

Proposed Final Dividend 682.64 629.23 Tax on Proposed Dividend 110.74 104.51 Transfer to Debenture Redemption reserve 1,518.47 -

Balance carried forward to Balance Sheet 21,146.48 15,850.89 Notes to Accounts 12Earnings per share - Basic and Diluted 11.60 9.77 (Face value of Rs. 10 per share)(Refer note 7 of Schedule 12)





PROFIT & LOSS ACCOUNT FOR YEAR ENDED MARCH 31, 2011

44


For the year ended 31.03.2011 Rs. in Lacs


Cash Flow from Operating Activities

Profit before Tax 11,012.20 7,549.68

Adjustment for:

Depreciation 711.24 524.96

Profit on sale of Investment (3.26) (6.72)

Dividend on Investment (832.43) (325.88)

Interest Income (943.11) (573.09)

Interest Expense 1,907.61 882.34

Reversal of loss in value of Current Investment 1.03 (12.73)

Profit on Sale of Fixed Assets (Net) (2.26) 3.84

Operating profit before working capital changes 11,851.02 8,042.40

Adjustment for:

(Increase)/Decrease in Inventories (161.57) (205.71)

(Increase)/Decrease in Trade Receivable (4,622.86) (2,406.73)

(Increase)/Decrease in Loans and Advances (473.81) (5,968.73)

Increase/(Decrease) in Current Liabilities 1,729.17 (4,890.81)

Cash Generated from Operations 8,321.95 (5,429.58)

Income Taxes Paid (2,921.94) (3,990.21)

Net cash flow from operating activities A 5,400.01 (9,419.79)

Cash Flow from Investing Activities

Purchase of Fixed Assets & Capital Work In Progress (4,886.64) (922.36)

Sale of Fixed Assets 34.03 9.64

Interest Received 931.02 114.97

Dividend Received 832.43 325.88

Advances to Subsidries (Net) (15,202.48) (2,344.36)

Purchase of Investment (176,706.62) (124,791.57)

Sale of Investments 174,789.08 103,423.46

Net cash used in investing activities B (20,209.18) (24,184.34)

Cash Flow from Financing Activities

Proceeds of Long Term Borrowing - 8,755.26

Repayment of Long Term Borrowing (2,558.30) (2,653.97)

Proceed from Issue of Equity Shares 30,399.39 52,939.77

Proceed from Issue of Debentures 30,000.00 -

Repayment of Debentures (9,000.00) (1,000.00)

Expenses for IPO / GDR / NCD (1,387.54) (5,817.38)

Dividend Paid (798.65) (65.34)

Interest Paid (1,348.90) (1,137.26)

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011

45



Net cash flow from financing activities C 45,306.00 51,021.08

Net Increase in cash and Cash equivalents (A+B+C) 30,496.83 17,416.95

Cash and Cash equivalents

at the beginning of the period 20,023.93 2,606.98

at the end of the period 50,520.76 20,023.93

Net Increase in cash and Cash equivalents 30,496.83 17,416.95

Cash and cash equivalents are as per schedule 6 to the financial statements (adjusted for the Book Overdraft)

Significant accounting policies and notes to accounts 12





CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011 (CONTD...)

46


AS AT 31.03.2011 AS AT 31.03.2010 Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

SCHEDULE 1 - SHARE CAPITALAUTHORISED

110,000,000 (Previous Year 110,000,000) Equity Shares of Rs.10/- each

11,000.00

11,000.00

11,000.00 11,000.00 ISSUED, SUBSCRIBED & PAID UP

68,263,945 (Previous Year 62,922,942) Equity Shares of Rs.10/- each fully paid up

6,826.39

6,292.29

(Of the above:

i) 1,199,815 (Previous year 1,199,815) Equity Shares of Rs.10/- each were issued pursuant to a contract without payment being received in cash

ii) 19,443,945 (Previous year 19,443,945) Equity Shares of Rs.10/- each were issued as bonus shares by capitalisation of Reserves)

TOTAL 6,826.39 6,292.29

SCHEDULE 2 - RESERVES & SURPLUSCAPITAL RESERVE

As per last Balance Sheet 17.50 17.50 SHARE PREMIUM:

As per last Balance Sheet 47,677.33 4,054.71 Add : On Shares allotted during the Period 29,865.29 49,440.00 Less: Expenses for Issue of IPO / GDRs / NCDs (1,387.54) (5,817.38)

76,155.08 47,677.33 FOREIGN EXCHANGE EARNINGS RESERVE

As per last Balance Sheet 56.17 56.17 DEBENTURE REDEMPTION RESERVE

Transfer from Profit & Loss Account 1,518.47 - BALANCE IN PROFIT & LOSS ACCOUNT 21,146.48 15,850.89

TOTAL 98,893.70 63,601.89

SCHEDULE 3 - LOAN FUNDSI SECURED LOANS a) Loans from Banks (i) Foreign Currency Loans 4,004.09 4,503.01 (ii) Rupee Loans 7,967.53 10,004.21 b) Loans from Others 36.63 59.34

12,008.25 14,566.56 II UNSECURED LOANS a) Non-convertible Debentures 30,000.00 7,000.00 b) Loans from Banks - 2,000.00

30,000.00 9,000.00 TOTAL 42,008.25 23,566.56

Notes:a) Loan referred to in I (a) (i) above is secured against the first ranking charge on all its current assets, both present and future, excluding credit card

receivables.b) Loan to the extent of Rs. 6,661.67 lacs (Previous year Rs. 8,494.97 lacs) refered to in I (a) (ii) is secured against credit card receivables; second charge

on the current assets of the company, present and future and Personal Guarantee of two Directors.c) Loan to the extent of Rs. 55.86 lacs (Previous year Rs. 109.24 lacs) refered to in I (a) (ii) is secured against respective vehicles purchased.d) Loan to the extent of Rs. 1,250.00 lacs (Previous year Rs. 1,400.00) refered to in I (a) (ii) is secured by pledge of shares held by company in JV company

and Personal Guarantee of two Directors.e) Loan refered to in I (b) is secured against respective vehicles purchased.f) Debentures referred to in II (a) above are redeemable at par, in 3 equal installments, on various dates with the earliest redemption being on 9th June,

2014 and the last being on 9th June, 2016.

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2011

47

SCH

EDU

LE 4

- F

IXED

ASS

ETS

(Rs.

in L

acs)

PAR

TIC

ULA

RS

GR

OSS

BLO

CK

D

EPR

ECIA

TIO

N/ A

MO

RT

ISA

TIO

N

NET

BLO

CK

A

S O

N

01.0

4.20

10

AD

DIT

ION

S S

ALE

/ A

DJ

AS

ON

3

1.03

.201

1 U

PT

O

01.

04.2

010

FO

R T

HE

PER

IOD

S

ALE

/ A

DJ

UP

TO

3

1.03

.201

1 A

S O

N

31.

03.2

011

AS

ON

3

1.03

.201

0 TA

NG

IBLE

Leas

e H

old

Land

46.

08

- -

46.

08

5.6

5 0

.51

- 6

.16

39.

92

40.

43

Resid

entia

l Fla

ts 2

1.12

-

- 2

1.12

9

.69

0.5

7 -

10.

26

10.

86

11.

43

Com

pute

r an

d Pr

inte

rs 1

,197

.05

327

.62

302

.90

1,2

21.7

7 9

63.1

6 1

53.9

1 2

95.3

2 8

21.7

5 4

00.0

2 2

33.8

9

Elec

tric

al

Inst

alla

tions

&

Fitt

ings

272

.71

72.

12

12.

53

332

.30

146

.12

19.

26

12.

08

153

.30

179

.00

126

.59

Offi

ce E

quip

men

ts 2

97.4

1 7

4.73

1

5.38

3

56.7

6 1

85.7

7 2

1.02

1

5.35

1

91.4

4 1

65.3

2 1

11.6

4 Fu

rnitu

re &

Fi

xtur

es 5

74.5

6 9

5.03

5

5.74

6

13.8

5 3

76.5

2 4

2.65

5

5.22

3

63.9

5 2

49.9

0 1

98.0

4

Leas

ehol

d Im

prov

emen

ts 6

19.6

5 6

62.9

3 1

13.4

1 1

,169

.17

358

.71

202

.51

113

.40

447

.82

721

.35

260

.94

Vehi

cles

429

.22

130

.53

63.

67

496

.08

207

.70

81.

18

40.

48

248

.40

247

.68

221

.52

INTA

NG

IBLE

Softw

ares

971

.05

270

.03

- 1

,241

.08

241

.07

183

.76

- 4

24.8

3 8

16.2

5 7

29.9

8 Vi

deo

Shoo

ting

- 3

33.4

2 -

333

.42

- 5

.69

- 5

.69

327

.73

- Tr

adem

arks

- 9

.86

- 9

.86

- 0

.17

- 0

.17

9.6

9 -

TO

TAL

4,4

28.8

5 1

,976

.27

563

.63

5,8

41.4

9 2

,494

.39

711

.23

531

.85

2,6

73.7

7 3

,167

.72

1,9

34.4

6 PR

EVIO

US

YEA

R 3

,994

.88

554

.32

120

.36

4,4

28.8

4 2

,076

.30

524

.96

106

.87

2,4

94.3

9 2

,668

.05

- C

apita

l Wor

k In

Pr

ogre

ssTa

ngib

le 2

,053

.57

153

.74

Inta

ngib

le 1

,590

.39

579

.85

TO

TAL

3,6

43.9

6 7

33.5

9 N

otes

:(1

) Cos

t of R

esid

entia

l Fla

ts in

clud

e 3,

676

shar

es o

f Rs.

10/

- eac

h fu

lly p

aid

up in

Cen

tury

Gal

axy

Dev

elop

ers

Lim

ited.

(2) C

apita

l Wor

k In

Pro

gres

s al

so in

clud

es R

s. 1

,557

.81

lacs

cap

ital a

dvan

ces

(Pre

viou

s Ye

ar N

il).

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2011 (CONTD...)

48



SCHEDULE 5 - INVESTMENTS(LONG TERM - AT COST)A. TRADE INVESTMENTS

Unquoted :In Subsidiaries: Clearmine Limited 1,633.89 1,633.89 1,500 (Previous year 1,500) Equity shares of Sterling

pound 1/- each fully paid-up Cox And Kings Singapore Private Limited 549.08 28.83 1,600,000 (Previous year 100,000) Equity shares of

SGD 1/- each fully paid-up Cox & Kings Tours LLC 36.72 36.72 300 (Previous year 300) Equity shares of AED

1,000/- each fully paid-up Cox & Kings (UK) Ltd 3,902.77 3,902.77 1,427,875 (previous year 1,427,875) Equity shares

of Sterling pound 1/- each fully paid-up Cox & Kings Japan Ltd 202.46 202.46 247 (previous year 247) Equity shares of Yen 50,000

each fully paid-up Cox & Kings Australia Ltd 855.14 855.14 1,000 (previous year 1,000) Equity shares of AUD 1

each fully paid-up Quoprro Global Services Private Limited 1.00 1.00 10,000 shares (Previous year 10,000) at Rs.10/- each

fully paid-up Quoprro Global Limited 22.22 22.22 30,001 (Previous year 30,001) Equity Shares of

Sterling pound 1/- each fully paid-up Cox & Kings Asia Pacific Travel Limited 0.60 - 10,000 (Previous year NIL) Equity Shares of HK$ 1/-

each fully paid-up Cox and Kings Global Services Private Limited 5.00 - 50,000 (Previous year NIL) Equity Shares of Rs.10/-

each fully paid-up Prometheon Holdings Private Limited 0.45 - 1,000 (Previous year NIL) Equity Shares of USD 1/-

each fully paid-upIn Others: Radius the Global Travel Company 30 Shares (Previous year 30) of Class B Common

Voting shares , fully paid-up 53.04 53.04

10 Shares (Previous year 10) of Class A Common Non-Voting Shares, fully paid-up

6.12 6.12

Ezeego One Travel and Tours Limited* 1,000.00 1,000.00 9,000 (Previous year 9,000) Equity Share of Rs. 10/-

Each fully paid-up


49



Royale India Rail Tours Limited* 250.00 250.00 2,500,000 (Previous year 2,500,000) Equity Share of

Rs. 10/- each fully paid-up Quoted :

Tulip Star Hotels Limited 140.25 140.25 1,402,500 (Previous year 1,402,500) Equity Shares

of Rs. 10/- each fully paid-up B. OTHERS

Unquoted : Business India Publications Limited 24.75 24.75 45,000 (Previous year 45,000) equity shares of

Rs. 10/- each fully paid-up Greater Bombay Co-Op Bank Limited 0.01 0.01 40 shares (Previous year 40) at Rs. 25 each fully paid-up

CURRENT INVESTMENTS Unquoted - Others:

V Hotels Limited 1,800.00 1,800.00 1,800,000 (Previous year 1,800,000) 24%

Convertible Debentures of Rs. 100/- each fully paid-up Ezeego One Travel and Tours Limited 1,000.00 1,000.00 100,000 (Previous year 100,000) 12% Fully

Convertible Debentures of Rs. 1,000/- each fully paid-up

In Commercial Paper (Unquoted) JM Financial Products Limited 995.53 - (Includes interest acccrued of Rs. 12.08 Lacs)

In Units of Mutual Funds: LICMF Infrastructure Fund - Growth Plan - 23.53 Nil (Previous Year 250,000 units of Rs. 10 each fully

paid up) Kotak Indo World Infrastruture Fund - Growth

Plan 7.02 7.21

100,000 Units (Previous Year 100,000 units of Rs. 10 each fully paid up)

Axis Liquid Fund-Institutional Growth 1,061.05 - 97,693 units (Previous Year Nil) of Rs. 1,000 each

fully paid up 1565 ICICI Prudential Liquid Super

Institutional Plan-Growth 314.10 -

216,633 units (Previous Year Nil) of Rs. 100 each fully paid up

2031/HDFC Cash Management Fund-Treasury Advantage Plan-Wholesale- Daily Dividend

- 2,022.75

Nil (Previous Year 20,163,970) of Rs. 10 each fully paid up

50



B503G Birla Sun Life Cash Plus - Institutional Premium -Growth

1,000.00 -

Nil (Previous Year Nil) of Rs. 10 each fully paid up) B503DD Birla Sun Life Cash Plus-Institutional

Premium-Daily Dividend -Reinvestment - 3,546.40

20,345,569 units (Previous Year 35,439,872 units) of Rs. 10 each fully paid up

Baroda Pioneer Treasury Advantage Fund-Institutional Daily Dividend Plan

- 502.30

Nil (Previous Year 5,018,399 units) of Rs. 10 each fully paid up

DSP BlackRock Liquidity Fund- Institutional Plan - Growth

3,802.26 -

270,931 units (Previous Year Nil) of Rs. 1,000 each fully paid up

DWS Insta Cash Plus Fund-Super Institutional Plan -Growth

500.00 -


Franklin Templeton India Treasury Management Account Super Institutional Plan -Growth

1,002.09 -


GCCD IDFC Money Manager Fund - TP-Daily Diviend

- 803.64


IDFC Cash Fund-Super Institional Plan C Growth

1,500.00 -

12,579,988 units (Previous Year Nil) of Rs. 10 each fully paid up

JPLGR-JPMORGAN India Liquid Fund-Super Institutional Growth Plan

1,500.00 -


Kotak Floater Short Term-Growth 1,000.32 - 6,238,496 units (Previous Year Nil)of Rs. 10 each

fully paid up L031 SBI -Magnum Insta Cash Fund -Cash

Option 700.00 -


LICMF - Saving Plus Fund - Daily Dividend - 7,270.52 Nil (Previous Year 72,705,212 units) of Rs. 10 each

fully paid up


51


NLFSD Canara Robeco Treasury Advantage Super Institutional Daily Dividend Reinvestment Fund

- 502.26


Canara Robeco Liquid Super Institutional Growth Fund

500.00 -

4,196,462 units (Previous Year Nil) of Rs. 10 each fully paid up)

Reliance Money Manager Fund - Institutional Option -Daily Dividend Plan

- 5,693.57

Nil (Previous Year 4,671 units) of Rs. 1,000 each fully paid up

Reliance Monthly Interval Fund -Series I -Institutional Dividend Plan

207.12 -


Reliance Liquid Fund -Treasury Plan- Institutional Option -Growth Option Growth Plan

927.36 -


Religare Ultra Short Term Fund - Institutional Daily Dividend

- 1,011.18


Religare Liquid Fund-Super Institutional Growth

1,001.10 -

74,341 units (Previous Year Nil) of Rs. 1,000 each fully paid up)

Taurus Liquid Fund - Institutional Growth 300.00 - 27,881 units (Previous Year Nil) of Rs.1,000 each fully

paid up S232 Sundaram Money Fund Super

Institutional Growth 500.00 -

2,420,768 units (Previous Year Nil) of Rs.10 each fully paid up

TOTAL 28,301.45 32,340.56 Notes:Quoted Investments :

Book Value 140.25 140.25 Market Value 1,524.52 1,535.74

Aggregate Cost of Unquoted Investments 28,161.20 32,200.31


52



Details of Investment Purchased and Sold during the year:Particulars Face Value

(Rs.) No.s Cost

(Rs. in Lacs) Investment in Mutual Fund

Axis Liquid Fund-Institutional Daily Dividend Reinvestment 1,000 596,105 5,961.20 Axis Treasury Advantage Fund-Institutional Daily Dividend Reinvestment 1,000 50,141 501.41 1524 ICICI Prudential Flexible Income Plan Premium - Daily Dividend 100 513,960 514.08 Axis Liquid Fund 1,000 500,049 5,000.49 Axis Treasury Advantage Fund - Daily Dividend 1,000 500,666 5,006.67 B503DD Birla Sun Life Cash Plus-Institutional Premium - Daily Dividend -Reinvestment 10 13,048,477 1,307.39 B332DD Birla Sun Life Savings Fund- Institutional-Daily Dividend -Reinvestment 10 10,067,215 1,007.14 B512IW BSL Floating Rate Fund-Long Term- INSTL- Weekly Dividend 10 9,986,481 1,000.60 Baroda Pioneer Liquid Fund-Institutional Daily Dividend Plan 10 71,128 711.73 Bharati AXA Treasury Advantage Fund - Daily Dividend 1,000 50,145 501.45 DSP BlackRock Liquidity Fund -Institutional Plan -Daily Dividend 1,000 812,669 8,129.26 DWS Insta Cash Plus Fund-Super Institutional Plan Daily Dividend Reinvest 10 9,987,255 1,001.76 M37 Fortis Short Term Income Fund - Daily dividend 10 5,033,275 503.48 Franklin Templeton India Treasury Management Account Super Institutional Plan Daily Dividend Reinvestment

1,000 522,886 5,232.37

GCCD IDFC Cash Fund-Super Institutional Plan C-Daily Dividend 10 8,236,507 823.86 JPLDI - JPMORGAN India Liquid Fund Super Institutional Daily Dividend Plan- Reinvest 10 5,099,243 510.33 HDFC Shorterm Opportunities Fund - Dividend 10 10,000,000 1,004.93 HDFC Cash Management Fund-Treasury Advantage Plan Wholesale Daily Dividend 10 9,977,051 1,000.85 5717/HDFC FMP 35D August 2010 (1)-Dividend -Series XIV 10 10,008,479 1,000.85 5735/HDFC FMP 35D September 2010 (1) Dividend- Series XIV 10 10,008,479 1,000.85 3010/HDFC Liquid Fund Premium Plan - Dividend Daily Reinvest 10 4,088,261 501.21 3010/HDFC Liquid Fund Premium Plan - Dividend Daily Reinvest 10 16,339,179 2,003.15 Kotak Floater Short Term-Daily Dividend 10 53,632,595 5,425.58 L030DD SBI Magnum Insta Cash Fund-Daily Dividend Option 10 6,020,930 1,008.52 L & T Freedom Income STP - Inst 10 4,953,454 503.03 L & T Liquid insta Daily Dividend 10 4,942,981 500.05 LICMF - Liquid Fund -Dividend Plan 10 227,707,366 25,002.50 LICMF - Liquid Fund -Dividend Plan 10 275,643,001 30,265.88 LIC MF Interval Fund-Series 1- Monthly Dividend Plan 10 10,201,757 1,020.18 NLFSD Canara Robeco Liquid Super Institutional Daily Dividend Reinvest Fund 10 10,163,252 1,021.91 Reliance Floating Rate Fund - Short Term Plan- Daily Dividend Reinvestment Plan 10 17,958,395 1,808.41 Reliance Liquid Fund - Daily Dividend 10 19,306,604 2,001.04 Reliance Monthly Interval Fund - Dividend Plan 10 41,035,087 4,113.64 Reliance Liquid Fund -Treasury Plan-Institutional Option -Daily Dividend Option 10 26,998,465 4,127.36 Religare Liquid Fund-Super Institutional Daily Dividend 10 10,359,623 1,036.77 Religare Liquid Fund-Super Institutional Daily Dividend 10 100,031 1,001.09 Taurus Ultra Short Term Bond Fund - Super Institutional Daily Dividend Plan 1,000 50,280 503.57 UTI Floating Rate Fund - Short Term Plan -Institutional Daily Dividend Plan- Reinvestment 1,000 50,818 508.58 UTI Liquid Cash Plan Institutional-Daily Income Option- Reinvestment 1,000 99,773 1,017.13

Commercial PapersIndia Infoline Limited 4,971.40 JM Financial Products Ltd. 14,966.04 India Infoline Investment Services Limited 4,979.74

150,007.48

53



SCHEDULE 6 - CURRENT ASSETS, LOANS AND ADVANCESCURRENT ASSETSINVENTORIES

Stock of Foreign Currency 720.03 558.46 [Net of Provision for Fake/Soiled Currency Rs.NIL (Previous Year Rs.1.13 lacs)]

SUNDRY DEBTORS (Unsecured, Considered Good)

Debts Outstanding for period exceedingSix months : 145.97 295.40 Other Debts : 25,379.45 20,607.58

25,525.42 20,902.98 CASH AND BANK BALANCES

Cash on Hand 380.51 513.98 Balances with BanksWith Scheduled Banks

in Current Accounts 15,982.93 11,097.77 in Fixed Deposit 33,987.01 8,478.74 [Pledged with banks against gurantees or hedging facilities Rs. 1,020.37 lacs (previous year Rs. 816.60 lacs)]

With Other BanksDeutsche Bank Trust Company Americas New York 5.06 10.25 [Maximum Balance Outstanding during the year Rs. 10.25 lacs (Previous Year Rs. 15.78 lacs)]Bank of America New York - 4.59 [Maximum Balance Outstanding during the year Rs. 4.59 lacs (Previous Year Rs. 4.59 lacs)]Citibank N.A., Singapore 212.11 - [Maximum Balance Outstanding during the year Rs. 30,399.33 lacs (Previous Year Rs.NIL)]International Moscow Bank, Moscow 0.11 0.34 [Maximum Balance Outstanding during the year Rs. 0.34 lacs (Previous Year Rs. 0.40 lacs)]

50,567.73 20,105.67 LOANS AND ADVANCES(Unsecured, Considered Good)

Advances to Subsidiaries 20,476.04 5,273.56 Advances recoverable in cash or in kind or for value to be received*

25,253.95

19,549.09

Deposits 1,975.95 1,235.64 47,705.94 26,058.29

TOTAL 124,519.12 67,625.40

* Includes inter-corporate deposits Rs. 5,970.97 Lacs (Previous Year Rs. Nil) which are repayable on demand.

54



SCHEDULE 7 - CURRENT LIABILITIES AND PROVISIONSA. CURRENT LIABILITIES Trade Creditors : i) Total outstanding dues to Micro, Small and Medium Enterprises - - ii) Others 6,653.78 4,395.02 Interest Acrrued not due 784.97 226.26 Other Liabilities 2,923.80 3,002.71 Book Overdraft 46.97 81.74 Unclaimed Dividend & Share Application Money # 0.53 1.22

10,410.05 7,706.95 B. PROVISIONS

Provision for Taxes (Net of taxes paid) 704.43 439.72 Provision for Leave Encashment 35.43 238.37 Provision for Gratuity - 247.06 Proposed Dividend 682.64 629.23 Tax on Proposed Dividend 110.74 104.51

1,533.24 1,658.89 TOTAL 11,943.29 9,365.84

Note:The Company has not received the required information from Suppliers regarding their status under the Micro, Small and MediumEnterprises Development Act, 2006. Hence, disclosures relating to amounts unpaid as at the year end together with interest paid /payable as required under the said Act have not been made.# This figures do not include any amounts due and outstanding, to be credited to Investor Education and Protection Fund.


55

FOR YEAR ENDED 31.03.2011


Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs SCHEDULE 8 - COMMISSION & OTHER OPERATING INCOME

Travel and Tours Commission 22,520.35 16,685.09 Income from Forex Division 1,045.32 953.63

23,565.67 17,638.72 TOTAL 23,565.67 17,638.72

SCHEDULE 9 - OTHER INCOMEInterest:

From Current investments 866.63 547.27 [T.D.S. Rs. 79.92 lacs; (Previous year Rs. 89.14 lacs)]From Others 76.48 25.83 [T.D.S. Rs. 4.26 lacs; (Previous year Rs. 1.60 lacs)]

Dividend on Current Investments 832.43 325.88 Profit on Sale of Current Investment 3.26 6.72 Reversal of loss (Loss on Revaluation) in value of Current Investment

(1.03) 12.73

Exchange Fluctuation Gain (Net) (73.20) (360.09)Profit on Sale of Fixed Assets 10.69 - Miscellaneous Income 11.28 6.10

1,726.54 564.44 TOTAL 1,726.54 564.44

SCHEDULE 10 - PERSONNEL EXPENSESSalaries, Wages, Bonus and Allowances 4,505.71 3,493.39 Contribution to Provident and Other Funds 276.20 225.74 Payment / Provision for Gratuity 77.73 13.76 Staff Training & Welfare Expenses 319.00 186.96

5,178.64 3,919.85 TOTAL 5,178.64 3,919.85

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

56




Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs SCHEDULE 11 - OTHER EXPENSES

Rent 1,274.65 940.05 Rates & Taxes 23.05 57.47 Electricity Expenses 200.02 179.62 Repairs & Maintenance for :

Buildings 4.05 6.87 Others 44.41 58.26

48.46 65.13 Insurance 166.69 130.84 Communication & Courier Expenses 866.37 735.45 Printing & Stationery 160.22 115.47 Books, Periodicals & Subscriptions 101.12 96.96 Legal & Professional Fees 507.43 510.47 Commission paid to Non-Executive Directors 18.60 8.00 Filing and Registration Fees 7.43 4.44 Travelling & Conveyance 616.03 555.86 Loss on Sale of Assets 8.44 3.84 Advertisement, Publicity & Business Promotion 2,083.73 1,644.47 Exchange Fluctuation Gain (Net) - - General Expenses 55.72 59.80 Bad Debts 49.85 11.04 Donations 17.03 10.15 Computer Expenses 169.58 122.15 Security Charges 80.52 53.06 Auditors' Remuneration:

Statutory Audit 25.37 22.06 Other services 2.21 -

27.58 22.06 TOTAL 6,482.52 5,326.33

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011 (CONTD...)

57

Schedule 12 : Notes to the Accounts

1. SIGNIFICANT ACCOUNTING POLICIES

a. Method of Accounting

The financial statements are prepared as per historical cost convention on accrual basis and comply with the provisions of the Companies Act, 1956, the generally accepted accounting principles in India and the applicable accounting standards.

b. Use of Estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of the assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results are known/materialised.

c. Turnover

In line with generally accepted accounting practices, turnover comprises of net commissions earned on travel management, service agency charges including margins in respect of tour and tour related services, commissions/margins earned on foreign exchange transactions in the normal course of the business as Authorised Dealer and Franchisees signup fees. The income arising from the buying and selling of foreign currencies has been included on the basis of margins achieved.

d. Revenue Recognition

In accordance with the Company’s accounting policy followed consistently, commissions/income arising from tours and related services is accounted after netting off all direct expenditures relating thereto. Income from buying and selling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accounted when there is reasonable certainty of its ultimate collection.

e. Expenditure

All general business expenditure is accounted in the year in which it is incurred. All direct tour related expenses including advertisement expenses for specific tour are accounted in the year in which the tours are undertaken.

f. Fixed Assets

Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and installation of fixed assets. Intangible assets represent Software, Video Shoots and Trademarks stated at cost less accumulated amortisation and impairments losses, if any.

g. Depreciation

Depreciation on fixed assets is provided on the written down value method at the rates prescribed under Schedule XIV to the Companies Act, 1956. Intangible assets are amortised over a period of five to ten years, being the expected period of use. The leasehold land is depreciated over the lease period. Leasehold improvements are depreciated over the lease period or at the rates prescribed for Furniture in Schedule XIV to the Companies Act, 1956, whichever is higher.

h. Impairment of assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been change in the estimate of recoverable amount.

i. Investments

Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market value.

j. Inventory

Inventory represents stock of foreign currencies, which have been valued at lower of cost and realisable value as at the year-end.

k. Employee Retirement Benefits

SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011

58


a. Short term employee benefits are recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered.

b. Post employment and other long term employee benefits are recognised as an expense in the profit and loss account for the year in which the employee has rendered services. The expense is recognised at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the profit and loss account.

l. Foreign Currency Transactions

a. Transactions denominated in foreign currencies are recorded at spot rates / average rates.

b. Monetary items denominated in foreign currencies at the year end are restated at year end rates.

c. Non monetary foreign currency items are carried at cost.

d. In respect of branches, which are integral foreign operations, all transactions are translated at rates prevailing on the date of transaction or that approximates the actual rate on the date of transaction. Branch monetary assets and liabilities are restated at the year end rates.

e. Any income or expense on account of exchange difference either on settlement or on translation is recognised in the profit and loss account.

m. Accounting for taxes on Income

Provision for current tax is made, based on the tax payable under the relevant statute.

Deferred tax on timing differences between taxable income and accounting income is accounted for, using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets are recognised only to the extent that there is a reasonable certainty of its realisation.

n. Provision, Contingent Liabilities and Contingent Assets :

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

2. 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.

3. 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)

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

5. (A) Loans and Advances in the nature of Loans given to Subsidiaries and Associates :(Rs. in Lacs)

Sr. No.

Name of the Company Type As at 31st March 2011

As at 31st March 2010

Maximum Balance during

the year1. Clearmine Limited Subsidiary 39.61 405.82 405.822. Cox & Kings UK Ltd. (Earlier

known as Cox & Kings Ltd.)Subsidiary 738.53 738.53 738.53

SCHEDULES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011 (CONTD...)

59

3. Quoprro Global Limited, UK Subsidiary 237.17 193.72 237.174. Cox & Kings Singapore Pvt.

Ltd.Subsidiary 214.64 728.40 981.20

5. Cox and Kings (Japan) Ltd. Subsidiary 554.70 - 554.706. Cox & Kings Asia Pacific Travel

Ltd.Subsidiary 14,030.46 - 14,030.46

7. Prometheon Holdings Pvt. Ltd. Subsidiary 2.16 - 2.168. Quoprro Global Services Pvt.

Ltd.Subsidiary 2,677.11 1,294.60 2,677.11

9. Cox & Kings (Australia) PTY Ltd.

Subsidiary 1,981.67 1,912.49 1,981.67

10. Tulip Star Hotels Ltd. Associate 1,955.08 2,029.24 1,955.0811. Royale Indian Rail Tours

Limited Joint venture 3,866.57 2,937.65 3,866.57

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) Loans and advances which are shown under serial number 1 to 7 are non-interest bearing.

(c) Loans to employees as per Company’s 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.

(ii) Investment by Cox & Kings (UK) Ltd. (Earlier know as “Cox & Kings Ltd.” effective from 13th July, 2010) in equity shares of subsidiaries:

Sr. No. Name of the Company No of Shares1 Quoprro Global Hellas, Greece 6002 Cox & Kings Travel Ltd. 639,0003 Cox & Kings (Japan) Ltd. 1534 Cox & Kings (Shipping) Ltd. 1,9995 Cox & Kings Holdings Ltd. 26 Cox & Kings Enterprises Ltd. 997 C&K Investments Limited 28 Cox & Kings Special Interest Holidays Ltd. 1,9999 Cox & Kings Tours Ltd. 2

10 ETN Services Ltd. (Earlier know as “Cox & Kings Investments Ltd.” effective from 11th March 2011)

1

11 Cox & Kings (Agents) Limited 112 Cox & Kings Finance Ltd. 113 Cox & Kings (Mauritius) Ltd. 12,000

(iii) Investment by Cox & Kings Travel Ltd. UK in equity shares of subsidiaries:Sr. No. Name of the Company No of Shares

1 Cox & Kings (Japan) Ltd. 2002 Grand Tours Ltd. 5103 East India Travel Company Inc, (with effect from 08th April, 2009) 600


60


(iv) Investment by Clearmine Limited UK in equity shares of subsidiaries:Sr. No. Name of the Company No of Shares

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

2

(v) Investment by Cox & Kings (Australia) Pty. Ltd. in equity shares of subsidiaries:Sr. No. Name of the Company No of Shares

1 Tempo Holidays Pty Ltd. 117,0002 Cox and Kings Nordic PTY Limited, Australia (Earlier known as “MyPlanet Australia

Pty Ltd,” effective from 22nd April 2010)27,000

3 Bentours International Pty Ltd 125,000

(vi) Investment by Tempo Holidays Pty Ltd. in equity shares of subsidiaries:Sr. No. Name of the Company No of Shares

1 Tempo Holidays NZ Ltd. 1,000

(vii) Investment by Cox & Kings Singapore Pvt. Ltd. in equity shares of subsidiaries:Sr. No. Name of the Company No of Shares

1 Quoprro Global Services Pte ltd. 200,0002 Quoprro Global Services Pvt. Ltd, Hongkong 1

(viii) Investment by Quoprro Global Limited, UK in equity shares of subsidiaries:Sr. No. Name of the Company No of Shares

1 Cox and Kings Gmbh, Germany 25,000

(ix) Investment by Prometheon Holdings Pvt. Ltd. Mauritius in equity shares of subsidiaries:Sr. No. Name of the Company No of Shares

1 Prometheon Holdings Ltd. UK 1

6. Break up of Deferred Tax Assets is as under.(Rs. in Lacs)

Particulars As at 31.03.2011

As at 31.03.2010

Deferred Tax Asset (DTA) i) Depreciation on fixed assets 27.88 31.32 ii) Provision for Leave encashment/Gratuity 11.50 161.25 Deferred Tax Asset 39.38 192.57

7. Particulars of earnings per share:

Particulars For the year ended 31.03.2011


(a) Net profit after tax (Rs. in Lacs) 7,661.01 5,006.29(b) Tax for earlier years (Rs. in Lacs) 11.35 -(c) Net Profit attributable to equity shareholders (Rs. in Lacs) 7,672.36 5,006.29(d) Weighted Average number of equity shares outstanding during the period (No.

In Lacs)661.13 512.33

(f) Nominal value per share (In Rs.) 10.00 10.00Earnings per share (In Rs.) 11.60 9.77


61

8. Expenditure in Foreign Currency

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

(Rs. in Lacs)Particulars For the

year ended 31.03.2011


Travelling 24.23 53.25Salary 62.48 80.78Subscription 70.21 63.07Legal and professional fees 31.15 50.17Advertisement 57.61 57.67Others 20.23 39.37Total 265.70 344.31

9. Income in Foreign Currency(Rs. in Lacs)



Travel, Tour and other receipts (As certified by Bankers)

9,358.05 10,008.27

Total 9,358.05 10,008.27

10. 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.


62


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 – Chairman

Mr. Peter Kerkar – Director

Ms. Urrshila Kerkar – 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.


63

II. Transactions during the year with related parties

(Excluding Reimbursements)(Figures in italics are for previous year)

(Rs. In Lacs)

Nature of transaction

Subsidiaries Associates / Joint

Venture

Key Management

personnel

Relative of Key

management personnel

Enterprises over which key management personnel or their relatives have significant influence

Total

Purchase 2,607.322,469.46

1,204.6387.99

--

-22.06

1,606.101,154.51

5,418.053,734.02

Remuneration --

--

95.5695.43

--

--

95.5695.43

Sales 3,908.843,029.42

755.31134.64

--

--

21,873.1412,181.84

26,537.2915,345.90

Interest Received 280.41511.15

519.22263.01

--

--

546.421,022.17

1,420.541,796.33

Investment made during the year

526.3122.22

--

--

--

--

526.3122.22

Movement in Loans/Advances (net) debit/[credit(-)]

15,202.482,362.22

854.762,871.90

--

--

(-)837.46(-)1,023.35

15,219.774,210.77

Balances as at 31st March 2011 [Debit/[credit(-)]- Debtors 94.41

1,390.21-

131.95--

--

3,388.275,812.55

3,482.697,334.71

- Advances 20,476.045,273.56

5,821.664,966.90

--

--

1,649.052,486.51

27946.7512,726.97

- Creditors 175.05(-)1,544.43

-95.16

--

--

2.4864.78

177.531,384.49

- Investment 7,209.356,683.04

390.25390.25

--

--

2,000.002,000.00

9,599.609,073.29

- Financial Guarantees given

25,876.7525,667.16

--

--

--

--

25,876.7525,667.16

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.)


64


11. Managerial Remuneration: (Rs. in Lacs)



Managerial RemunerationSalaries & Perquisites 95.56 95.43Commission 18.60 8.00

(a) 114.16 103.43Computation of Net Profit in accordance with section 349 of the Company Act, 1956:Profit before Taxation 11,012.20 75,49.68 Add: Depreciation as per accounts 711.24 524.96 Loss on Sale / Discarding of Fixed Assets 8.44 3.84 Investment Written off / provided for - - Bad Debts 49.85 11.04 Managerial Remuneration 114.16 103.43

Less: Depreciation as per Section 350 of Companies Act, 1956 711.24 524.96 Profit on sale of Fixed Assets 10.69 - Profit on sale of Investment 3.26 6.72 Reversal of loss in value of Current Investment (1.03) 12.73 Net Profit for the year 11,171.71 7,648.55

Eligible Salaries, Perquisites and Commission @ 10% of above 1,117.17 764.86The total remuneration as stated in (a) above is within the maximum permissible limit under the Act

12. Payment to Auditors:(Rs. in Lacs)



Audit Fees 25.37 22.06For Certification 2.21 -For GDR/IPO Certification 16.55 55.15Total 44.13 77.21

13. 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.

14. Disclosure for Lease:

Operating Lease: Disclosure in respect of Non-cancellable agreements for office and residential premises taken on lease:

(Rs. in Lacs)Particulars For the



Future minimum lease payments under non-cancellable agreements- Not Later than one year 2,274.66 139.62- Later than one year and not later than five years 7,563.88 258.92- Later than five years NIL NIL


65

15. Disclosure as per Accounting Standard 15 (Revised) “Employee Benefits” notified by company (Accounting Standard) Rules, 2006 are as under:

Defined Contribution Plan Contribution to Defined Contribution Plan, recognised as expense for the year are as under:

(Rs. in Lacs)Defined Contribution Plan For the



Employer’s Contribution to Provident Fund 128.35 123.19Employer’s Contribution to Pension Scheme 91.32 69.91

The Company operates post retirement benefit plans as follows:

A. Funded

Gratuity

B. Unfunded

Leave Encashment

I. Reconciliation of opening and closing balances of Defined Benefit obligation (Rs. in Lacs)

Particulars Gratuity (Funded) Leave Encashment (Funded)For the year

ended 31.03.2011

For the year ended

31.03.2010

For the year ended

31.03.2011

For the year ended

31.03.2010Defined Benefit Obligation at the beginning of the period

247.06 248.23 238.37 255.42

Current service cost 37.84 46.55 20.22 105.42Interest cost 16.55 23.15 19.07 27.87Contribution by the plan participants

- - - -

Actuarial (gain)/loss 44.13 (60.09) (129.82) (125.39)Benefits paid (24.17) (10.78) - (24.96)Defined Benefit Obligation at the end of the period

321.41 247.06 147.84 238.37

II. Reconciliation of fair value of assets and obligations (Rs. in Lacs)


ended 31.03.2011

For the year ended

31.03.2010

For the year ended

31.03.2011

For the year ended

31.03.2010Fair Value of Plan assets as on 31st March

343.64 - 112.41 -

Present Value of benefit obligation as on 31st March

321.41 247.06 147.84 238.37

Amount to be recognised in Balance Sheet

- 247.06 35.43 238.37


66


III. Expenses recognised during the year (Rs. in Lacs)


ended 31.03.2011

For the year ended

31.03.2010

For the year ended

31.03.2011

For the year ended

31.03.2010Current Service Cost 37.84 46.55 20.22 105.42Interest cost on benefit obligation 16.55 23.15 19.07 27.87Expected return on Plan Asset (23.78) - (1.23) -Auctorial (gain)/ loss recognised in the year

44.13 (60.09) (129.82) (125.39)

Net benefit expense 74.74 9.61 (91.76) 7.90

IV. Actuarial assumptions (Rs. in Lacs)


ended 31.03.2011


For the year ended

31.03.2011


Discount Rate (per annum) 8.00% 8.25% 8.00% 8.25%Expected rate of return on assets (per annum)

- - -

Rate of escalation in salary (per annum) 5.00% 4.00% 5.00% 4.00%

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.

16. 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.

17. In compliance with AS – 27 ‘Financial Reporting of Interests in Joint Ventures’, the required information is as under:

a) Jointly controlled entity

Particulars Country of Incorporation

Percentage of ownership interest as on

31.03.2011 31.03.2010Royale Indian Rail Tours Limited India 50% 50%


67

b) In respect of jointly controlled entity, the company ’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitments compiled on the basis of financial statements received from the joint venture are as follows:

(Rs. in Lacs)Particulars Unaudited Audited

As at 31.03.2011

As at 31.03.2010

(i) Assets 2,259.72 1,423.95 – Long Term Assets 232.54 159.30 – Current Assets 2,027.17 1,264.65(ii) Liabilities 3,128.28 1,587.51 – Loans (Secured & Unsecured 1,312.50 1,112.50 – Current Liabilities and Provisions 1,812.82 475.01 – Deferred Tax 2.96 2.96(iii) Income 1,363.81 92.97(iv) Expenses 2,107.97 269.67(v) Miscellaneous Expenditure to extent not written off 165.47 207.58

18. Utilisation of Proceeds from IPO

The amount raised through initial public issue during financial year 2009-10 has been utilised upto March 31, 2011 as per details given below:

(Rs. in Lacs)

Sr. No. Particulars Projected Actual

1 Repayment of Loans 12,960.00 12,844.00

2 Acquisitions & Other Strategic Initiatives 15,000.00 2,000.00

3 Investment in Overseas Subsidiaries 6,250.00 2,011.18

4 Investment in Corporate Office & Upgrading our existing Operations 6,000.00 602.37

5 General Corporate Purposes 4,557.00 4,557.00

6 Meeting Fresh Issue related Expenses 6,218.00 5,817.38

Total 50,985.00 27,831.93

Pending utilisation, the balance proceeds have been temporarily invested in:Sr. No. Particulars Actual

(Rs. In Lacs)1 Mutual Funds 16,810.932 Fixed Deposit 6,342.14

Total 23,153.07

19. The unutilised money raised out of GDR Issue made during the financial year 2010-11 have been temporarily invested in :

Sr. No. Particulars Actual (Rs. In Lacs)

1 Fixed Deposit 15,433.51

2 Fixed Deposit through Subsidiary 14,030.46

Total 29,463.97


68


20. 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

For 2010-11 For 2009-10

a) Number of Non Resident Shareholders 299 10

b) Number of Equity Shares held by them 33,990,047 20,462,244

c) (i) Amount of Dividend Paid (Gross) ( Rs. In Lacs) 339.90 40.92

(ii) Tax Deducted at Source - -

(iii) Year to which dividend relates 2009-10 2008-09

21. 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.

22. 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.

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

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

Signatures to Schedules 1 to 12.






69

Name of Subsidary Company

Financial year to which

accounts relate

Holding Company's Interest at close of the financial year of the Subsidary Company

Net agrregate amount of profit/(losses) of the subsidary so far as they concern the members of the

Company :

Net agrregate amount of profit/(losses) of the previous years of the subsidary, since it became

subsidary of the company, so far as they concern the members of

the Company :

Share Holding Extent of holding %age

dealt with the accounts of the

Company for the year ended 31st

March 2011

not dealt with the accounts of the Company for the year ended 31st March 2011

dealt with the accounts of

the Company for the year ended 31st March 2010


Number of Shares

Face Value

(Rupees in Lacs) (Rupees in Lacs)

Bentours International Pty Ltd, Australia

31-Mar-11 125,000 AUD 1

100% Nil - Nil -

C&K Investments Limited 31-Mar-11 1 GBP 1 100% Nil - Nil -

Clearmine Limited 31-Mar-11 1,500 GBP 1 100% Nil - Nil 93.02

Cox & Kings (Agents) Limited

31-Mar-11 1 GBP 1 100% Nil - Nil -

Cox & Kings (Australia) PTY Ltd.

31-Mar-11 1,000 AUD 1

100% Nil 99.88 Nil 471.53

Cox & Kings (Mauritius) Ltd.

31-Mar-11 12,000 USD 1 100% Nil (4.66) Nil (36.31)

Cox & Kings (Shipping) Ltd.

31-Mar-11 2,000 GBP 1 100% Nil - Nil (4.54)

Cox & Kings Enterprises Ltd.

31-Mar-11 100 GBP 1 100% Nil - Nil -

Cox & Kings Finance Ltd. 31-Mar-11 1 GBP 1 100% Nil - Nil -

Cox & Kings Holdings Ltd.

31-Mar-11 2 GBP 1 100% Nil - Nil -

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

31-Mar-11 1 GBP 1 100% Nil - Nil -

Cox & Kings (Japan) Ltd. 31-Mar-11 247 JPY 50000

100% Nil 1,174.76 Nil 1,886.27

Cox & Kings (UK) Ltd. (Earlier know as “Cox & Kings Ltd.” effective from 13st July 2010)

31-Mar-11 1,427,875 GBP 1 100% Nil - Nil 389.91

Cox & Kings Singapore Pvt. Ltd.

31-Mar-11 1,600,000 SGD 1 100% Nil (2,224.36) Nil (474.04)

Cox & Kings Special Interest Holidays Ltd.

31-Mar-11 2000 GBP 1 100% Nil - Nil (26.36)

Cox & Kings Tours (L.L.C)

31-Mar-11 300 AED 1000

100% Nil 1,463.54 Nil 1,227.77

Cox & Kings Tours Ltd. 31-Mar-11 2 GBP 1 100% Nil - Nil -

Cox & Kings Travel Ltd. 31-Mar-11 639,000 GBP 1 100% Nil 2,366.45 Nil 3,917.21

Cox and Kings Gmbh 31-Mar-11 25,000 EUR 1 100% Nil 23.32 Nil (10.42)

East India Travel Company Inc

31-Mar-11 600 USD 1 100% Nil 664.95 Nil 605.41

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

31-Mar-11 2 GBP 1 100% Nil 844.61 Nil 1,053.00

STATEMENT REGARDING SUBSIDARY COMPANY PERSUANT TO SECTION 212 OF THE COMPANIES ACT 1956

70


Name of Subsidary Company

Financial year to which

accounts relate

Holding Company's Interest at close of the financial year of the Subsidary Company

Net agrregate amount of profit/(losses) of the subsidary so far as they concern the members of the

Company :

Net agrregate amount of profit/(losses) of the previous years of the subsidary, since it became

subsidary of the company, so far as they concern the members of

the Company :

Share Holding Extent of holding %age

dealt with the accounts of the

Company for the year ended 31st

March 2011


dealt with the accounts of

the Company for the year ended 31st March 2010


Number of Shares

Face Value

(Rupees in Lacs) (Rupees in Lacs)

Grand Tours Ltd. 31-Mar-11 210 GBP 1 100% Nil - Nil (0.35)

Cox and Kings Nordic Pty Ltd. (Earlier know as "MyPlanet Australia Pty Ltd" effective from 22nd April 2010)

31-Mar-11 27,000 AUD 1

100% Nil 262.81 Nil (215.87)

Quoprro Global Hellas, Greece

31-Mar-11 600 EURO 30

100% Nil (1.08) Nil (6.62)

Quoprro Global Limited, UK

31-Mar-11 30,001 GBP 1 100% Nil (24.14) Nil (3.25)

Quoprro Global Services Pte ltd.

31-Mar-11 200,000 SGD 1 100% Nil (67.88) Nil (128.71)

Quoprro Global Services Pvt. Ltd, Hongkong

31-Mar-11 1,000,000 HKD 1

100% Nil 12.24 Nil 1.37

Quoprro Global Services Pvt. Ltd.

31-Mar-11 10,000 Rs. 10 100% Nil - Nil (3.46)

Tempo Holidays NZ Ltd. 31-Mar-11 1,000 NZD 1

100% Nil (51.57) Nil 81.48

Tempo Holidays Pty Ltd. 31-Mar-11 117,000 AUD 1

100% Nil 1,558.90 Nil 1,818.14

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

31-Mar-11 10,000 HKD 1

100% Nil (10.69) Nil -

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

31-Mar-11 1,000 USD 1 100% Nil (1.82) Nil -

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

31-Mar-11 1 GBP 1 100% Nil (0.84) Nil -

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

31-Mar-11 50,000 Rs. 10 100% Nil (6.11) Nil -

STATEMENT REGARDING SUBSIDARY COMPANY PERSUANT TO SECTION 212 OF THE COMPANIES ACT 1956 (CONTD...)

71

FINANCIAL INFORMATION OF SUBSIDIARY COMPANIES

(Amount In Lacs)

Sr. No.

Name of the Subsidiary Company

Reporting Currency

Capital Reserve Total Assets

Total Liabilities

Investments (Excluding

Investment in

Subsidiary)

Turnover / Total

Income

Profit Before

Taxation

Provision for

Taxation

Profit After

Taxation

Proposed dividend

Country

1 Bentours International Pty Ltd, Australia

INR 58.51 (58.51) - - - - - - - - Australia

AUD 1.25 (1.25) - - - - - - - -

2 C&K Investments Limited

INR - - - - - - - - - - U.K.

GBP - - - - - - - - - -

3 Clearmine Limited INR 1.09 59.17 101.32 101.32 - - - - - - U.K.

GBP 0.02 0.81 1.39 1.39 - - - - - -

4 Cox & Kings (Agents) Limited

INR - - - - - - - - - - U.K.

GBP - - - - - - - - - -

5 Cox & Kings (Australia) PTY Ltd.

INR 0.47 1,615.47 15,461.21 15,461.21 - 1,017.53 144.51 44.63 99.88 - Australia

AUD 0.01 34.51 330.31 330.31 - 21.74 3.09 0.95 2.13 -

6 Cox & Kings (Mauritius) Ltd.

INR 5.45 (40.94) 3.65 3.65 - - (4.66) - (4.66) - Mauritius

USD 0.12 (0.90) 0.08 0.08 - - (0.10) - (0.10) -

7 Cox & Kings (Shipping) Ltd.

INR 1.46 (4.87) (3.41) (3.41) - - - - - - U.K.

GBP 0.02 (0.07) (0.05) (0.05) - - - - - -

8 Cox & Kings Enterprises Ltd.

INR 0.07 - 0.07 0.07 - - - - - - U.K.

GBP - - - - - - - - - -

9 Cox & Kings Finance Ltd.

INR - - - - - - - - - - U.K.

GBP - - - - - - - - - -

10 Cox & Kings Holdings Ltd.

INR - - - - - - - - - - U.K.

GBP - - - - - - - - - -

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

INR - - - - - - - - - - U.K.

GBP - - - - - - - - - -

12 Cox & Kings (Japan) Ltd.

INR 164.37 4,559.36 17,274.36 17,274.36 - 38,922.28 1,678.22 503.47 1,174.76 - Japan

JPY 300.00 8,321.53 31,528.31 31,528.31 - 71,039.03 3,063.01 918.90 2,144.11 -

13 Cox & Kings (UK) Ltd. (Earlier know as “Cox & Kings Ltd.” effective from 13st July 2010)

INR 1,039.36 541.42 2,351.90 2,351.90 - - - - - - U.K.

GBP 14.28 7.44 32.31 32.31 - - - - - -

14 Cox & Kings Singapore Pvt. Ltd.

INR 575.67 (2,754.63) 27,563.07 27,563.07 - - (2,224.36) - (2,224.36) - Singapore

SGD 16.00 (76.56) 766.08 766.08 - - (61.82) - (61.82) -

15 Cox & Kings Special Interest Holidays Ltd.

INR 1.46 (28.28) (26.82) (26.82) - - - - - - U.K.

GBP 0.02 (0.39) (0.37) (0.37) - - - - - -

16 Cox & Kings Tours (L.L.C)

INR 37.09 2,718.16 4,001.15 4,001.15 - 2,065.61 1,463.54 - 1,463.54 - U.A.E.

AED 3.00 219.89 323.67 323.67 - 167.10 118.39 - 118.39 -

17 Cox & Kings Tours Ltd.

INR - - - - - - - - - - U.K.

GBP - - - - - - - - - -

18 Cox & Kings Travel Ltd.

INR 465.13 9,328.01 26,768.70 26,768.70 1,528.60 21,993.02 3,299.23 932.78 2,366.45 - U.K.

GBP 6.39 128.15 367.75 367.75 21.00 302.14 45.33 12.81 32.51 -

19 Cox and Kings Gmbh

INR 16.00 11.97 358.28 358.28 - 549.96 23.32 - 23.32 - Germany

EUR 0.25 0.19 5.60 5.60 - 8.59 0.36 - 0.36 -

20 East India Travel Company Inc

INR 0.27 2,265.11 4,225.62 4,225.62 - 7,224.27 1,128.81 463.86 664.95 - U.S.A.

USD 0.01 49.89 93.08 93.08 - 159.13 24.86 10.22 14.65 -

72


FINANCIAL INFORMATION OF SUBSIDIARY COMPANIES (CONTD..)

(Amount In Lacs)

Sr. No.

Name of the Subsidiary Company

Reporting Currency

Capital Reserve Total Assets

Total Liabilities

Investments (Excluding

Investment in

Subsidiary)

Turnover / Total

Income

Profit Before

Taxation

Provision for

Taxation

Profit After

Taxation

Proposed dividend

Country

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

INR - 2,534.25 4,089.30 4,089.30 - 4,578.06 1,151.31 306.70 844.61 - U.K.

GBP - 34.82 56.18 56.18 - 62.89 15.82 4.21 11.60 -

22 Grand Tours Ltd. INR 0.37 (0.37) - - - - - - - - U.K.

GBP 0.01 (0.01) - - - - - - - -

23 Cox and Kings Nordic Pty Ltd. (Earlier know as "MyPlanet Australia Pty Ltd" effective from 22nd April 2010)

INR 12.64 18.77 31.41 31.41 - 865.63 273.32 10.51 262.81 - Australia

AUD 0.27 0.40 0.67 0.67 - 18.49 5.84 0.22 5.61 -

24 Quoprro Global Hellas, Greece

INR 11.52 5.97 36.71 36.71 - 59.89 1.75 2.84 (1.08) - Greece

EURO 0.18 0.09 0.57 0.57 - 0.94 0.03 0.04 (0.02) -

25 Quoprro Global Limited, UK

INR 21.84 (24.14) 323.14 323.14 - - (24.14) - (24.14) - U.K.

GBP 0.30 (0.33) 4.44 4.44 - - (0.33) - (0.33) -

26 Quoprro Global Services Pte ltd.

INR 71.96 (211.70) 91.92 91.92 - 413.29 (67.88) - (67.88) - Singapore

SGD 2.00 (5.88) 2.55 2.55 - 11.49 (1.89) - (1.89) -

27 Quoprro Global Services Pvt. Ltd, Hongkong

INR 58.29 13.61 82.72 82.72 - 1,297.80 15.81 3.58 12.24 - Hong Kong

HKD 10.00 2.34 14.19 14.19 - 222.65 2.71 0.61 2.10 -

28 Quoprro Global Services Pvt. Ltd.

INR 1.00 - 2,797.27 2,797.27 - - - - - - India

29 Tempo Holidays NZ Ltd.

INR 0.34 37.75 483.89 483.89 - 168.63 (50.86) 0.71 (51.57) - New Zealand

NZD 0.01 1.09 14.03 14.03 - 4.89 (1.47) 0.02 (1.50) -

30 Tempo Holidays Pty Ltd.

INR 54.77 5,441.57 16,110.85 16,110.85 - 6,071.93 2,042.50 483.60 1,558.90 - Australia

AUD 1.17 116.25 344.18 344.18 - 129.72 43.63 10.33 33.30 -

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

INR 0.58 (10.69) 23,609.36 23,609.36 - 0.81 (10.69) - (10.69) - Hong Kong

USD 0.01 (0.24) 520.06 520.06 - 0.02 (0.24) - (0.24) -

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

INR 0.45 (1.82) 1.27 1.27 - - (1.82) - (1.82) - Mauritius

USD 0.01 (0.04) 0.03 0.03 - - (0.04) - (0.04) -

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

INR - (0.84) 170.32 170.32 - - (0.84) - (0.84) - U.K.

GBP - (0.01) 2.34 2.34 - - (0.01) - (0.01) -

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

INR 5.00 - 15.37 15.37 - - (6.11) - (6.11) - India

Exchange Rate as on 31st March 2011: 1 AUD = Rs.46.81, I GBP = Rs.72.79, 1 USD = Rs.45.40, 1 JPY = Rs.0.55, 1 SGD = Rs.35.98, 1 NZD = Rs.34.49, 1 AED = Rs.12.36, 1 HKD = Rs. 5.87, 1 EUR = Rs. 64.00

73

I CIN : U 9 9 9 9 9 M H 1 9 3 9 P L C 0 1 1 3 5 2

Registration No. : 1 1 3 5 2 State Code : 1 1

Balance Sheet Date : 3 1 0 3 2 0 1 1

Date Month Year

II Capital raised during the year (Rs. in lacs)

Public Issue : N I L Right Issue : N I L

Bonus Issue : N I L Private Placement : N I L

GDR : 5 3 4

III Position of Mobilisation and Deployment of Funds (Rs. in lacs)

Total Liabilities : 1 4 7 7 2 8 Total Assets : 1 4 7 7 2 8

Sources of Funds

Paid-up Capital : 6 8 2 6 Reserves & Surplus : 9 8 8 9 4

Secured Loans : 1 2 0 0 8 Unsecured Loans : 3 0 0 0 0

Application of Funds

Net Fixed Assets : 6 8 1 2 Investments : 2 8 3 0 1

Net Current Assets : 1 1 2 5 7 6 Net Deferred Tax Assets : 3 9

IV Performance of Company (Rs. in lacs)

Turnover : 2 3 5 6 6 Other Income : 1 7 2 7

Total Income : 2 5 2 9 2 Total Expenditure : 1 4 2 8 0

Profit Before Tax : 1 1 0 1 2 Profit After Tax : 7 6 6 1

Earning per Share (in Rs.) : 1 1 . 6 0 Dividend rate % : 1 0

(Annualised)

V Generic Names of Three Principal Products / Services of Company (as per monetary terms)

Product Description : Tours and Travel Operator





BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE


74

Consolidated Financial Statements & Notes

75

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENT

ToThe Board of Directors Cox & Kings Limited (Formerly known as Cox and Kings (India) Limited)

We have audited the attached Consolidated Balance Sheet of Cox & Kings Limited (the Company) and its Subsidiaries and its joint ventures (collectively referred to as “the Group”) as at 31st March 2011, and also the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto.

These financial statements are the responsibility of the Company’s management and have been prepared by the Management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. We did not audit the financial statements of all subsidiaries, whose financial statements/consolidated financial statements reflect total assets of Rs. 134,082.05 Lacs as at 31st March, 2011, total revenue of Rs. 27,683.44 Lacs and net cash inflows amounting toRs. 28,014.09 Lacs for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditors.

2. We have relied on the unaudited financial statement of joint venture whose financial statement reflect total assets of Rs. 2,425.18 Lacs as at 31st March, 2011 , total revenue of Rs. 296.75 Lacs and net cash inflows amounting to Rs. 150.23 Lacs for the year then ended and on the unaudited financial statement of associate wherein the Group’s share of loss is Rs. 149.97 Lacs. These unaudited financial statements as approved by the respective Board of Directors of these companies have been furnished to us by the Management and our report in so far as it relates to the amounts included in respect of the joint venture and associate is based solely on such approved unaudited financial statements.

3. We report that the consolidated financial statements have been prepared by the Company’s management in accordance with the requirements of Accounting Standards (AS) 21, Consolidated Financial Statements and Accounting Standards (AS) 23, Accounting for Investments in Associates and Accounting Standards (AS) 27, Accounting for Investments in Joint Ventures, notified by Companies (Accounting Standards) Rules, 2006.

4. Based on our audit as aforesaid, and on consideration of reports of other auditors on the separate financial statements and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the State of Affairs of the Group as at 31st March 2011;

(ii) in the case of the Consolidated Profit and Loss Account, of the Profit of the Group for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the Cash Flows of the Group for the year ended on that date.

For Chaturvedi & ShahFirm Registration No. 101720W Chartered Accountants

Amit ChaturvediPartner Membership No.: 103141

Place: Mumbai Date : 30th May, 2011


76

Schedule AS AT 31.03.2011 AS AT 31.03.2010No. Rs in Lacs Rs in Lacs Rs in Lacs Rs in Lacs

SOURCES OF FUNDSShareholders' Funds Share Capital 1 6,826.39 6,292.29 Reserves & Surplus 2 113,958.97 74,718.93

120,785.36 81,011.22Loan Funds 3 Secured Loans 54,432.58 29,459.67 Unsecured Loans 30,000.00 20,972.92

84,432.58 50,432.59Deferred Tax Liability 911.72 475.20(Refer note 7 of Schedule 13)

TOTAL 206,129.66 131,919.01APPLICATIONS OF FUNDSFixed Assets 4 Gross Block 18,405.93 13,371.52 Less : Depreciation/Amortisation 8,193.93 6,154.22 Net Block 10,212.00 7,217.30 Capital Work In Progress 6,412.16 2,044.81 Goodwill on Consolidation 21,750.32 21,750.32

38,374.48 31,012.43Investments 5 21,123.44 25,838.34Deferred Tax Assets 118.07 338.96(Refer note 7 of Schedule 13)Current Assets, Loans & Advances 6 Inventories 859.92 829.15 Sundry Debtors 41,422.71 30,205.95 Cash & Bank Balances 96,127.96 37,466.80 Loans & Advances 38,251.37 27,151.61

176,661.96 95,653.51Less : Current Liabilities and Provisions 7 Current Liabilities 26,813.42 17,694.91 Provisions 3,500.33 3,436.90

30,313.75 21,131.81Net Current Assets 146,348.21 74,521.70Miscellaneous Expenditure 8 165.46 207.58

TOTAL 206,129.66 131,919.01Significant accounting policies and notes to accounts

13

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011

As per our attached report of even date 0.00For Chaturvedi & Shah For and on behalf of the BoardChartered AccountantsFirm Registration No.101720W

Amit Chaturvedi Urrshila Kerkar Peter KerkarPartner Director DirectorMembership No.103141

Place: Mumbai Rashmi JainDate : 30th May, 2011 Company Secretary

77




Schedule No.



Rs in Lacs Rs in Lacs Rs in Lacs Rs in LacsINCOME

Commission and Other Operating Income 9 49,673.91 39,915.40Other Income 10 3,598.48 4,211.43

53,272.39 44,126.83EXPENDITURE

Personnel Expenses 11 12,957.19 9,940.77Other Expenses 12 13,710.57 11,330.95Interest and Finance Charges (Net) 5,439.33 2,697.41Depreciation 1,855.23 1,507.18

33,962.32 25,476.31Profit before tax 19,310.07 18,650.52Less : Provision for Tax Current 5,605.44 4,764.67 Deferred 657.41 404.63Profit after tax 13,047.22 13,481.22Less : Share of Loss from Investment in Associates 149.97 96.23Group Profit after tax 12,897.25 13,384.99Less : Tax Provision in respect of earlier years (11.35) -Profit after tax for the year 12,908.60 13,384.99Add : Balance of Profit brought forward from previous year 28,538.98 15,887.73Less: Dividend paid for previous year 53.41 629.23 Tax on dividend paid for previous year 11.51 104.51Profit available for appropriation 41,382.66 29,272.72Appropriation : Proposed Final Dividend 682.64 629.23 Tax on dividend 110.74 104.51 Transfer to Debenture Redemption reserve 1,518.47 -Balance carried forward to Balance Sheet 39,070.81 28,538.98Significant accounting policies and notes to accounts

13

Earnings per share - Basic and Diluted 19.53 26.13(Face value of Rs. 10 per share)(Refer note 8 of Schedule 13)

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR YEAR ENDED MARCH 31, 2011


78



Cash Flow from Operating Activities

Profit before Tax 19,310.07 18,650.52

Adjustment for:

Depreciation 1,855.23 1,507.18

Profit on sale of Investment (3.26) (6.72)

Dividend on Investment (832.43) (325.88)

Interest Income (1,266.15) (700.70)

Interest Expense 5,439.33 2,697.41

Bad Debt 49.81 21.18

Reversal of loss in value of Current Investment 1.03 (12.73)

Foreign Exchange Reserve on Translation (1,503.96) (3,834.58)

Profit on Sale of Fixed Assets (Net) (3.62) 8.89

Operating profit before working capital changes 23,046.05 18,004.57

Adjustment for:

(Increase)/Decrease in Inventories (30.78) (476.40)

(Increase)/Decrease in Trade Receivable (11,266.98) (5,798.85)

(Increase)/Decrease in Loans and Advances (5,128.40) 277.67

(Increase)/Decrease in Miscellaneous Expenditure 42.12 (207.58)

Increase/(Decrease) in Current Liabilities 8,235.19 (2,122.13)

Cash Generated from Operations 14,897.20 9,677.28

Income Taxes Paid (5,391.95) (5,839.40)

Net cash flow from operating activities A 9,505.25 3,837.88

Cash Flow from Investing Activities

Purchase of Fixed Assets and Capital work in progress (9,226.81) (3,126.04)

Sale of Fixed Assets 397.51 9.82

Interest Received 1,254.06 242.57

Dividend Received 832.43 325.88

Purchase of Investments (176,180.32) (124,769.34)

Investment in Subsidiary - (10,098.58)

Sale of Investments 174,789.08 103,423.46

Net cash used in investing activities B (8,134.05) (33,992.23)

Cash Flow from Financing Activities

Proceeds of Long Term Borrowing 17,591.29 24,733.72

Repayment of Long Term Borrowing (6,591.30) (7,432.22)

Proceed from Issue of Equity Shares 30,399.39 52,939.77

Proceed from Issue of Debentures 30,000.00 7,000.00

Repayment of Debentures (7,000.00) (8,000.00)

Expenses for IPO/GDR (1,387.54) (5,817.38)

Dividend Paid (798.65) (65.34)

Interest Paid (4,888.48) (2,955.61)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011

79



Net cash flow from financing activities C 57,324.71 60,402.94

Net Increase in cash and Cash equivalents (A+B+C) 58,695.91 30,248.59

Cash and Cash equivalents

at the beginning of the period 37,385.07 6,179.29

added on acquisition of Subsidiary - 957.19

at the end of the period 96,080.98 37,385.07

Net Increase in cash and Cash equivalents 58,695.91 30,248.59

Cash and cash equivalents are as per schedule 6 to the financial - -

statements (adjusted for the Book Overdraft)

Significant accounting policies and notes to accounts 13

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011





80

AS AT 31.03.2011 AS AT 31.03.2010

Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

SCHEDULE 1 - SHARE CAPITAL

AUTHORISED

110,000,000 (Previous Year 110,000,000) Equity 11,000.00 11,000.00

Shares of Rs.10/- each

11,000.00 11,000.00

ISSUED, SUBSCRIBED & PAID UP

68,263,945 (Previous Year 62,922,942)Equity Shares 6,826.39 6,292.29

of Rs.10/- each fully paid up

(Of the above:

i) 1,199,815 (Previous year 1,139,815) Equity

Shares of Rs.10/- each were issued pursuant to a

contract without payment being received in cash

ii) 19,443,945 (Previous year 19,443,945) Equity

Shares of Rs.10/- each were issued as bonus shares

by capitalisation of Reserves)

TOTAL 6,826.39 6,292.29

SCHEDULE 2 - RESERVES & SURPLUS

CAPITAL RESERVE 30.14 28.68

REVALUATION RESERVE

As per Last Balance Sheet 305.41

Add : For the year 28.30 333.71 305.41

SHARE PREMIUM:

As per last Balance Sheet 47,677.33 4,054.71

Add : On Shares allotted during the Period 29,865.29 49,440.00

Less: Expenses for Issue of IPO / GDRs / NCDs (1,387.54) (5,817.38)

76,155.08 47,677.33

FOREIGN EXCHANGE EARNINGS RESERVE 56.17 56.17

FOREIGN EXCHANGE TRANSLATION RESERVE (3,205.41) (1,887.64)

DEBENTURE REDEMPTION RESERVE

Transfer from Profit & Loss Account 1,518.47 -

BALANCE IN PROFIT & LOSS ACCOUNT 39,070.81 28,538.98

TOTAL 113,958.97 74,718.93

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011

81

AS AT 31.03.2011 AS AT 31.03.2010

Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

SCHEDULE 3 - LOAN FUNDS

I SECURED LOANS

a) Loans from Banks 54,395.95 29,400.33

b) Loans from Others 36.63 59.34

54,432.58 29,459.67

II UNSECURED LOANS

a) Non-convertible Debentures 30,000.00 7,000.00

b) Loans from Banks - 13,972.92

30,000.00 20,972.92

TOTAL 84,432.58 50,432.59

Notes:

a) Loan to the extent of Rs. 33,536.54 lacs (previous year Rs. 4,503.01 lacs ) referred to in I (a) above is secured against first ranking charge on all its current assets, both present and future, excluding credit card receivables of Cox & Kings Ltd.

b) Loan to the extent of Rs. 6,661.67 lacs (Previous year Rs. 8,494.97 lacs) refered to in I (a) above is secured against credit card receivables; second charge on the current assets, present and future and Personal Guarantee of two Directors of Cox & Kings Ltd.

c) Loan to the extent of Rs. 55.86 lacs (Previous year Rs. 109.24 lacs) refered to in I (a) is secured against respective vehicles purchased by Cox & Kings Ltd.

d) Loan to the extent of Rs. 1,250.00 lacs (Previous year Rs. 1,400.00 lacs) refered to in I (a) is secured by pledge of shares held by Cox and Kings Ltd. in JV company and Personal Guarantee of two Directors of Cox & Kings Ltd.

e) Loan to the extent of Rs. 6,811.33 lacs (Previous year Rs. 7,330.07 lacs) refered to in I (a) is secured by all the receivables, moveables, intangibles asstes and immovable assets of East India Travel Inc and collateral of all receivables, movable assets, intangible assets, immovable assets of Cox & Kings Travel Ltd., UK

f) Loan to the extent of Rs. 6,080.55 lacs (Previous year Rs. 7,563.04 lacs) refered to in I (a) is secured by all current and future revenue, moveable and immovable assets including intangible assets of Cox & Kings (Australia) Pty. Ltd. and its subsidiaries and collateral security by way of pledge of shares of Cox & Kings (Australia) Pty. Ltd. and its Subsidaries.

g) Loan refered to in I (b) is secured against respective vehicles purchased by Cox & Kings Ltd.

h) Debentures referred to in II (a) above are redeemable at par, in 3 equal installments, on various dates with the earliest redemption being on 9th June, 2014 and the last being on 9th June, 2016.



82

SCH

EDU

LE 4

- F

IXED

ASS

ETS

(Rs.

in L

acs)

PAR

TIC

ULA

RS

GR

OSS

BLO

CK

DEP

REC

IAT

ION

/ AM

OR

TIS

AT

ION

NET

BLO

CK

AS

ON

01

.04.

2010

AD

DIT

ION

S S

ALE

/ A

DJ

AS

ON

31

.03.

2011

UP

TO

01

.04.

2010

FO

R T

HE

PER

IOD

SA

LE/

AD

J U

P T

O

31.0

3.20

11 A

S O

N

31.0

3.20

11 A

S O

N

31.0

3.20

10

TAN

GIB

LE

Leas

e H

old

Land

558

.42

- (4

9.89

) 6

08.3

1 1

32.3

2 3

9.77

(11.

93)

184

.02

424

.29

426

.10

Resid

entia

l Fla

ts 1

,276

.69

181

.98

(91.

05)

1,5

49.7

2 9

.69

0.5

7 -

10.

26 1

,539

.46

1,2

67.0

0

Com

pute

r an

d Pr

inte

rs 5

,542

.20

2,1

10.1

5 (6

10.5

1) 8

,262

.86

2,7

37.9

9 7

47.1

8 (7

58.2

3) 4

,243

.40

4,0

19.4

6 2

,804

.21

Elec

tric

al In

stal

latio

ns &

Fitt

ings

355

.57

123

.43

12.

53 4

66.4

7 1

46.9

5 3

7.81

12.

08 1

72.6

8 2

93.7

9 2

08.6

2

Offi

ce E

quip

men

ts 1

,312

.83

527

.05

503

.50

1,3

36.3

8 1

,054

.94

71.

98 4

78.9

9 6

47.9

3 6

88.4

5 2

57.8

9

Furn

iture

& F

ixtu

res

927

.82

251

.51

30.

41 1

,148

.92

621

.58

76.

93 2

1.81

676

.70

472

.22

306

.24

Leas

ehol

d Im

prov

emen

ts 8

41.6

9 8

77.8

6 9

9.71

1,6

19.8

4 4

49.5

2 2

51.9

8 7

3.84

627

.66

992

.18

392

.17

Vehi

cles

581

.07

168

.66

75.

66 6

74.0

7 2

73.7

3 9

6.34

62.

43 3

07.6

4 3

66.4

3 3

07.3

4

INTA

NG

IBLE

Softw

are

1,9

59.8

3 2

75.4

7 (1

45.2

9) 2

,380

.59

727

.28

523

.76

(63.

46)

1,3

14.5

0 1

,066

.09

1,2

32.5

5

Vide

o Sh

oots

- 3

33.4

1 -

333

.41

- 5

.69

- 5

.69

327

.72

-

Pate

nts,

Tra

de M

arks

, Des

igns

15.

40 9

.96

- 2

5.36

0.2

2 3

.23

- 3

.45

21.

91 1

5.18

TO

TAL

13,

371.

52 4

,859

.48

(17

4.93

) 1

8,40

5.93

6,1

54.2

2 1

,855

.24

(18

4.47

) 8

,193

.93

10,

212.

00 7

,217

.30

PREV

IOU

S YE

AR

11,

733.

77 2

,779

.20

1,1

41.4

5 1

3,37

1.52

4,5

87.3

4 1

,507

.18

(59.

70)

6,1

54.2

2 7

,217

.30

-

Add

: Cap

ital W

ork

In P

rogr

ess

Tang

ible

2,1

18.5

9 1

53.7

4

Inta

ngib

le 4

,293

.57

1,8

91.0

7

TO

TAL

- -

- -

- -

- -

6,4

12.1

6 2

,044

.81

Not

es:

(1

) C

ost o

f Res

iden

tial F

lats

incl

ude

3,67

6 sh

ares

of R

s. 1

0/- e

ach

fully

pai

d up

in C

entu

ry G

alax

y D

evel

oper

s Li

mite

d.

(2)

Cap

ital W

ork

In P

rogr

ess

also

incl

udes

Rs.

1,5

57.8

1 la

cs c

apita

l adv

ance

s (P

revi

ous

Year

Rs.

Nil)

.


83


SCHEDULE 5 - INVESTMENTS(LONG TERM - AT COST, UNLESS OTHERWISE STATED)A. TRADE INVESTMENTS

Unquoted :In Others:

Radius the Global Travel Company30 Shares (Previous year 30) of Class B Common Voting shares, fully paid-up

53.04 53.04

10 Shares (Previous year 10) of Class A Common Non-Voting Shares, fully paid-up

6.12 6.12

Greater Bombay Co-Op Bank Limited 0.01 0.0140 shares (Previous year 40) at Rs. 25 each fully paidEzeego One Travel and Tours Limited 1,000.00 1,000.009,000 (Previous year 9,000) Equity Sharesof Rs.10/- Each fully paid-up

Quoted :In Associates:

Tulip Star Hotels Limited 414.30 564.271,402,500 (Previous year 1,402,500) Equity Sharesof Rs.10/- each fully paid-up

In Others:New Media Spark PLC 7.28 6.7910,000 Equity shares of GBP 1 each fully paid-up

B. OTHERSUnquoted :

Business India Publications Limited 24.75 24.75 45,000 (Previous year 45,000) equity shares of Rs 10/- each fully paid-up CURRENT INVESTMENTS

Unquoted - Others: V Hotels Limited 1,800.00 1,800.00 1,800,000 (Previous year 1,800,000) 24% Convertible Debentures of Rs 100/- each Ezeego One Travel and Tours Limited 1,000.00 1,000.00 100,000 (Previous year 100,000) 12% Fully Convertible Debentures of Rs. 1,000/- each In Commercial Paper (Unquoted) JM Financial Products Limited 995.53 - In Units of Mutual Funds: LICMF Infrastructure Fund - Growth Plan - 23.53 Nil (Previous Year 250,000 units of Rs. 10 each fully paid up) Kotak Indo World Infrastruture Fund - Growth Plan 7.02 7.21 100,000 Units (Previous Year 100,000 units of Rs. 10 each fully paid up) Axis Liquid Fund-Institutional Growth 1,061.04 - 97,693 units (Previous Year Nil) of Rs. 1,000 each fully paid up

1565 ICICI Prudential Liquid Super Institutional Plan- Growth

314.10 -




84


2031/HDFC Cash Management Fund-Treasury Advantage Plan-Wholesale- Daily Dividend

- 2,022.75

Nil (Previous Year 20,163,970) of Rs. 10 each fully paid up

B503G Birla Sun Life Cash Plus - Institutional Premium - Growth

1,000.00 -

Nil (Previous Year Nil) of Rs. 10 each fully paid up) B503DD Birla Sun Life Cash Plus-Institutional Premium-Daily Dividend -Reinvestment

- 3,546.40

20,345,569 units (Previous Year 35,439,872 units) of Rs. 10 each fully paid up Baroda Pioneer Treasury Advantage Fund Institutional Daily Dividend Plan

- 502.30


DSP BlackRock Liquidity Fund- Institutional Plan - Growth

3,802.26 -


DWS Insta Cash Plus Fund-Super Institutional Plan -Growth

500.00 -


Franklin Templeton India Treasury Management Account Super Institutional Plan -Growth

1,002.09 -


GCCD IDFC Money Manager Fund - TP-Daily Diviend - 803.64 Nil (Previous Year 8,035,199 units) of Rs. 10 each fully paid up

IDFC Cash Fund-Super Institional Plan C Growth 1,500.00 - 12,579,988 units (Previous Year Nil) of Rs. 10 each fully paid up

JPLGR-JPMORGAN India Liquid Fund-Super Institutional Growth Plan

1,500.00 -


Kotak Floater Short Term-Growth 1,000.32 - 6,238,496 units (Previous Year Nil) of Rs. 10 each fully paid up

L031 SBI -Magnum Insta Cash Fund -Cash Option 700.00 - 3,216,261 units (Previous Year Nil) of Rs. 10 each fully paid up

LICMF - Saving Plus Fund - Daily Dividend - 7,270.52 Nil (Previous Year 72,705,212 units) of Rs. 10 each fully paid up

NLFSD Canara Robeco Treasury Advantage Super Institutional Daily Dividend Reinvestment Fund

- 502.26


Canara Robeco Liquid Super Institutional Growth Fund

500.00 -

4,196,462 units (Previous Year Nil) of Rs. 10 each fully paid up)

Reliance Money Manager Fund - Institutional Option -Daily Dividend Plan

- 5,693.57

Nil (Previous Year 4,671 units) of Rs. 1,000 each fully paid up

Reliance Monthly Interval Fund -Series I -Institutional Dividend Plan

207.12 -

2,070,560 units (Previous Year Nil) of Rs.10 each fully paid up


85


Reliance Liquid Fund -Treasury Plan- Institutional Option -Growth Option Growth Plan

927.36 -


Religare Ultra Short Term Fund - Institutional Daily Dividend

- 1,011.18


Religare Liquid Fund-Super Institutional Growth 1,001.10 - 74,341 units (Previous Year Nil) of Rs. 1,000 each fully paid up)

Taurus Liquid Fund - Institutional Growth 300.00 - 27,881 units (Previous Year Nil) of Rs.1,000 each fully paid up

S232 Sundaram Money Fund Super Institutional Growth

500.00 -

2,420,768 units (Previous Year Nil) of Rs.10 each fully paid up TOTAL 21,123.44 25,838.34

Notes:Quoted Investments : Cost 414.30 564.27 Market Value 1,524.52 1,535.74Aggregate Cost of Unquoted Investments 20,709.14 25,274.07

Details of Investment Purchased and Sold during the year:Particulars Face Value

(Rs.) No.s Cost

(Rs. in Lacs) Investment in Mutual Fund

Axis Liquid Fund-Institutional Daily Dividend Reinvestment 1,000 596,105 5,961.20 Axis Treasury Advantage Fund-Institutional Daily Dividend Reinvestment 1,000 50,141 501.41 1524 ICICI Prudential Flexible Income Plan Premium - Daily Dividend 100 513,960 514.08 Axis Liquid Fund 1,000 500,049 5,000.49 Axis Treasury Advantage Fund - Daily Dividend 1,000 500,666 5,006.67 B503DD Birla Sun Life Cash Plus-Institutional Premium - Daily Dividend -Reinvestment 10 13,048,477 1,307.39 B332DD Birla Sun Life Savings Fund- Institutional-Daily Dividend -Reinvestment 10 10,067,215 1,007.14 B512IW BSL Floating Rate Fund-Long Term- INSTL- Weekly Dividend 10 9,986,481 1,000.60 Baroda Pioneer Liquid Fund-Institutional Daily Dividend Plan 10 71,128 711.73 Bharati AXA Treasury Advantage Fund - Daily Dividend 1,000 50,145 501.45 DSP BlackRock Liquidity Fund -Institutional Plan -Daily Dividend 1,000 812,669 8,129.26 DWS Insta Cash Plus Fund-Super Institutional Plan Daily Dividend Reinvest 10 9,987,255 1,001.76 M37 Fortis Short Term Income Fund - Daily dividend 10 5,033,275 503.48 Franklin Templeton India Treasury Management Account Super Institutional Plan Daily Dividend Reinvestment

1,000 522,886 5,232.37

GCCD IDFC Cash Fund-Super Institutional Plan C-Daily Dividend 10 8,236,507 823.86 JPLDI - JPMORGAN India Liquid Fund Super Institutional Daily Dividend Plan- Reinvest 10 5,099,243 510.33 HDFC Shorterm Opportunities Fund - Dividend 10 10,000,000 1,004.93 HDFC Cash Management Fund-Treasury Advantage Plan Wholesale Daily Dividend 10 9,977,051 1,000.85 5717/HDFC FMP 35D August 2010 (1)-Dividend -Series XIV 10 10,008,479 1,000.85 5735/HDFC FMP 35D September 2010 (1) Dividend- Series XIV 10 10,008,479 1,000.85 3010/HDFC Liquid Fund Premium Plan - Dividend Daily Reinvest 10 4,088,261 501.21 3010/HDFC Liquid Fund Premium Plan - Dividend Daily Reinvest 10 16,339,179 2,003.15 Kotak Floater Short Term-Daily Dividend 10 53,632,595 5,425.58 L030DD SBI Magnum Insta Cash Fund-Daily Dividend Option 10 6,020,930 1,008.52 L & T Freedom Income STP - Inst 10 4,953,454 503.03 L & T Liquid insta Daily Dividend 10 4,942,981 500.05



86

Particulars Face Value (Rs.)

No.s Cost (Rs. in Lacs)

LICMF - Liquid Fund -Dividend Plan 10 227,707,366 25,002.50 LICMF - Liquid Fund -Dividend Plan 10 275,643,001 30,265.88 LIC MF Interval Fund-Series 1- Monthly Dividend Plan 10 10,201,757 1,020.18 NLFSD Canara Robeco Liquid Super Institutional Daily Dividend Reinvest Fund 10 10,163,252 1,021.91 Reliance Floating Rate Fund - Short Term Plan- Daily Dividend Reinvestment Plan 10 17,958,395 1,808.41 Reliance Liquid Fund - Daily Dividend 10 19,306,604 2,001.04 Reliance Monthly Interval Fund - Dividend Plan 10 41,035,087 4,113.64 Reliance Liquid Fund -Treasury Plan-Institutional Option -Daily Dividend Option 10 26,998,465 4,127.36 Religare Liquid Fund-Super Institutional Daily Dividend 10 10,359,623 1,036.77 Religare Liquid Fund-Super Institutional Daily Dividend 10 100,031 1,001.09 Taurus Ultra Short Term Bond Fund - Super Institutional Daily Dividend Plan 1,000 50,280 503.57 UTI Floating Rate Fund - Short Term Plan -Institutional Daily Dividend Plan- Reinvestment 1,000 50,818 508.58 UTI Liquid Cash Plan Institutional-Daily Income Option- Reinvestment 1,000 99,773 1,017.13

Commercial PapersIndia Infoline Limited 4,971.40 JM Financial Products Ltd. 14,966.04 India Infoline Investment Services Limited 4,979.74

150,007.48


87


SCHEDULE 6 - CURRENT ASSETS, LOANS AND ADVANCESCURRENT ASSETSINVENTORIES

Stock of Foreign Currency 720.02 655.70[Net of Provision for Fake/Soiled CurrencyRs.Nil (Previous Year Rs.1.13 lacs)]Share of Interest in Joint Venture 139.90 173.45

859.92 829.15SUNDRY DEBTORS(Unsecured, Considered Good)

Debts Outstanding for period exceedingSix months : 152.46 295.40Other Debts : 40,621.94 29,908.14

40,774.40 30,203.54Share of Interest in Joint Venture 648.31 2.41

41,422.71 30,205.95CASH AND BANK BALANCES

Cash on Hand 392.27 535.48Balances with Banks

in Current Accounts with Scheduled Banks 15,982.93 11,097.77in Current Accounts with Other Banks 18,869.54 17,125.96in Fixed Deposit 60,650.73 8,575.70[Pledged with banks against gurantees or overdraft facilities Rs. 1,020.37 lacs (previous year Rs. 816.60 lacs)]


96,127.96 37,466.80

LOANS AND ADVANCES(Unsecured, Considered Good)

Advances recoverable in cash or in kind or for value to be received

34,687.46

24,466.96

Deposits 2,607.07 1,727.75 37,294.53 26,194.71

Share of Interest in Joint Venture 956.84 956.90 38,251.37 27,151.61

TOTAL 176,661.96 95,653.51*Includes inter-corporate deposits Rs. 5,970.97 lacs (Previous Year Rs. Nil) which are repayable on demand


88


SCHEDULE 7 - CURRENT LIABILITIES AND PROVISIONSA. CURRENT LIABILITIES

Trade Creditors : i) Total outstanding dues to Micro, Small and Medium Enterprises * - - ii) Others 9,607.65 9,798.33 Interest Acrrued not due 829.88 279.02 Other Liabilities 14,515.57 7,059.59 Book Overdraft 46.97 81.74 Unclaimed Dividend & Share Application Money # 0.53 1.22

25,000.60 17,219.90 Share of Interest in Joint Venture 1,812.82 475.01

26,813.42 17,694.91B. PROVISIONS Provision for Taxes (Net of taxes paid) 2,352.08 1,981.05 Provision for Leave Encashment 279.43 417.58 Provision for Gratuity 75.44 304.53 Proposed Dividend 682.64 629.23 Tax on Proposed Dividend 110.74 104.51

3,500.33 3,436.90TOTAL 30,313.75 21,131.81

Note:* The Company has not received the required information from Suppliers regarding their status under the Micro, Small and Medium

Enterprises Development Act, 2006. Hence, disclosures relating to amounts unpaid as at the year end together with interest paid /payable as required under the said Act have not been made.

# This figures do not include any amounts due and outstanding, to be credited to Investor Education and Protection Fund.

AS AT 31.03.2011Rs. in Lacs

AS AT 31.03.2010Rs. in Lacs

SCHEDULE 8 - MISCELLANEOUS EXPENDINTURE

Share of Interest in Joint Venture 165.46 207.58TOTAL 165.46 207.58


89

FOR YEAR ENDED 31.03.2011 FOR YEAR ENDED 31.03.2010 Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

SCHEDULE 9 - COMMISSION & OTHEROPERATING INCOME

Travel and Tours Commission 48,515.46 39,012.58Income from Forex Division 1,045.32 953.63

49,560.78 39,966.21Share of Interest in Joint Venture 113.13 (50.81)

49,673.91 39,915.40TOTAL 49,673.91 39,915.40

SCHEDULE 10 - OTHER INCOMEInterest:

From Current investments 866.63 547.27From Others 399.52 153.43

Dividend on Current Investments 832.43 325.88Profit on Sale of Current Investment 3.26 6.72Gain on Revaluation of Current Investment (Reversal of loss in value of Current Investment recognised in earlier years)

(1.03) 12.73

Profit on Sale of Fixed Assets 12.06 0.21Exchange Fluctuation Gain (Net) 1,297.93 2,838.14Miscellaneous Income 184.03 318.57


3,598.48 4,211.43TOTAL 3,598.48 4,211.43

SCHEDULE 11 - PERSONNEL EXPENSESSalaries, Wages, Bonus and Allowances 11,433.61 8,812.14Contribution to Provident and Other Funds 816.06 617.49Payment / Provision for Gratuity 244.08 210.45Staff Training & Welfare Expenses 457.67 299.77


12,957.19 9,940.77TOTAL 12,957.19 9,940.77

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011


90

FOR YEAR ENDED 31.03.2011 FOR YEAR ENDED 31.03.2010 Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

SCHEDULE 12 - OTHER EXPENSESRent 1,934.99 1,560.26Rates & Taxes 44.41 78.79Electricity Expenses 254.88 211.76Repairs & Maintenance 191.94 215.58Insurance 324.93 301.77Communication & Courier Expenses 1,143.44 980.10Printing & Stationery 295.67 237.75Books, Periodicals & Subscriptions 189.31 116.42Legal & Professional Fees 1,492.32 1,185.21Commission paid to Non-Executive Directors 18.60 8.00Filing and Registration Fees 21.28 71.33Travelling & Conveyance 2,059.28 1,806.34Loss on Sale of Assets 8.44 9.10Advertisement, Publicity & Business Promotion 4,233.78 3,570.05General Expenses 122.79 360.81Donations 44.66 37.39Computer Expenses 362.29 251.89Bad Debts 49.81 21.18Security Charges 81.23 53.06Auditors' Remuneration:

Statutory Audit 101.54 127.38Other services 3.85 -Taxation Matters 1.55 -

106.94 127.38 12,980.99 11,204.17

Share of Interest in Joint Venture 729.58 126.78TOTAL 13,710.57 11,330.95

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

91

Schedule 13

Notes to the Consolidated Accounts for the year ended 31st March 2011

1. Significant Accounting Policies to the Consolidated Balance Sheet and Profit & Loss Accounts:

A. Principles of consolidation

The financial statements of the Company and its subsidiary companies (which are not in the nature of joint ventures) are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the period. All assets and liabilities are converted at rates prevailing at the end of the period. Any exchange difference arising on consolidation is recognised in the foreign exchange translation reserve.

The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

In case of associates where the company directly or indirectly through subsidiaries holds more than 20% of equity, Investments in associates are accounted for using equity method in accordance with Accounting Standard (AS) 23 - “Accounting for investments in associates in consolidated financial statements”.

The Company accounts for its share in the change in the net assets of the associates, post acquisition, after eliminating unrealised profits and losses resulting from transactions between the Company and its associates to the extent of its share, through its profit and loss account to the extent such change is attributable to the associates’ profit and loss account and through its reserves for the balance, based on available information.

The difference between the cost of investment in the associates and the share of net assets at the time of acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve as the case may be.

In case of joint venture companies (JVC’s), the consolidated financial statements include the interest of the company in JVC’s, which has been accounted for using the proportionate consolidation method of accounting and reporting whereby the Company’s share of each of the assets, liabilities, income and expenses of a jointly controlled entity is considered as separate line items in the Consolidated Financial Statements.

As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.

Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 “Accounting for Investments”.

Basis of consolidation

a. The Consolidated Balance Sheet, Consolidated Statement of Profit and Losses and Consolidated Cashflow Statement (together referred to as Consolidated Financial Statements) comprises financial statements of Cox and Kings (India) Limited and its subsidiar-ies and the interest of the Company in joint ventures, in the form of jointly controlled entities for the year ended March 31, 2011.

b. Subsidiary companies considered in these Consolidated Financial Statements are:

Name of the company Country of incorporation

Effective date of control / acquisition

Ownership Interest %As at

31/03/2011As at

31/03/2010Clearmine Limited UK March 30, 2006 100% 100%Cox & Kings Destination Management Services Ltd. (Earlier known as “ETN Services Limited”) (wholly owned subsidiary of Clearmine Limited)

UK March 30, 2006 100% 100%

Cox & Kings Singapore Pvt. Ltd. Singapore May 15, 2006 100% 100%Cox & Kings Tours LLC UAE February 7, 2007 100% 100%Cox & Kings (UK) Ltd. (Earlier know as “Cox & Kings Ltd.”)

UK September 1, 2007 100% 100%

Cox & Kings Travel Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings (Japan) Ltd. Japan September 1, 2007 100% 100%

SCHEDULES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011


92

Cox & Kings Shipping Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings Special Interest Holidays Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings Tours Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings Enterprises Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings Holdings Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

ETN Services Ltd. (Earlier know as “Cox & Kings Investments Ltd.”) (Wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings Finance Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings (Mauritius) Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

Mauritius September 1, 2007 100% 100%

Grand Tours Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

C & K Investments Ltd. (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox & Kings (Agents) Limited (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

UK September 1, 2007 100% 100%

Cox and Kings (Australia) PTY Ltd. Australia February 25, 2008 100% 100%Tempo Holidays PTY Ltd (wholly owned subsidiary of Cox and Kings (Australia) PTY Ltd.)

Australia November 5, 2008 100% 100%

Tempo Holidays NZ Ltd (wholly owned subsidiary of Cox and Kings (Australia) PTY Ltd.)

New Zealand December 19, 2008

100% 100%

East India Travel Company Inc, (wholly owned subsidiary of Cox and Kings Travel Ltd.)

USA April 8, 2009 100% 100%

Quoprro Global Services PTE Ltd (wholly owned subsidiary of Cox & Kings Singapore Pvt. Ltd.)

Singapore October 1, 2008 100% 100%

Quoprro Global Services Pvt. Ltd. India October 1, 2008 100% 100%Quoprro Global Limited UK August 28, 2009 100% 100%Quoprro Global Services Pvt. Ltd (wholly owned subsidiary of Cox and Kings Singapore Pvt. Ltd)

Hongkong August 28, 2009 100% 100%

Quoprro Global Hellas (wholly owned subsidiary of Cox & Kings (UK) Ltd.)

Greece July 23, 2009 100% 100%

Cox and Kings Gmbh (wholly owned subsidiary of Quoprro Global Limited, UK)

Germany October 22, 2009 100% 100%

Cox and Kings Nordic PTY Limited, Australia (Earlier known as “MyPlanet Australia Pty Ltd,”) (wholly owned subsidiary of Cox and Kings (Australia) PTY Ltd.)

Australia December 29, 2009

100% 100%

Bentours International Pty Ltd, (wholly owned subsidiary of Cox and Kings (Australia) Pty Ltd,)

Australia December 29, 2009

100% 100%

Cox & Kings Asia Pacific Travel Ltd Hong Kong November 10, 2010

100% -

Prometheon Holdings Private Ltd Mauritius January 12, 2011 100% -Prometheon Holdings Ltd (wholly owned subsidiary of Prometheon Holdings Private Ltd., Mauritius)

UK January 31, 2011 100% -

Cox and Kings Global Services Private Ltd India March 21, 2011 100% -

Results of subsidiaries acquired are included in the consolidated financial statements from the effective dates of acquisition.

SCHEDULES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011 (CONTD...)

93

c. Associate Companies : -


Ownership Interest %As at 31.03.2011 As at 31.03.2010

Tulip Star Hotel Limited India 30.42% 30.42%

d. Joint Venture Companies : -


Ownership Interest %As at 31.03.2011 As at 31.03.2010

Royale Indian Rail Tours Limited India 50% 50%

B. Other significant accounting policies

a. Basis of accounting:

The financial statements of the parent company are prepared as per historical cost convention on accrual basis and comply with the provisions of the Indian Companies Act, 1956, the generally accepted accounting principles in India and the applicable accounting standards issued by the Institute of Chartered Accountants of India. The financial statements of the United Kingdom based subsidiaries are prepared in accordance with the UK financial reporting standards, UAE based subsidiary company are prepared in accordance with International Financial Reporting Standards, Singapore based subsidiaries are prepared in accordance with the Singapore Financial Reporting Standards and Australia based subsidiaries are prepared in accordance with the Australia Financial Reporting Standards.

b. Use of estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of the assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results are known/ materialised.

c. Turnover:

In line with generally accepted accounting practices, turnover comprises of net commissions earned on travel management, service agency charges including margins in respect of tour and tour related services and commissions/margins earned on foreign exchange transactions in the normal course of the business as Authorised Dealer. The income arising from the buying and selling of foreign currencies has been included on the basis of margins achieved.

d. Revenue Recognition:

In accordance with the Group’s accounting policy followed consistently, commissions/income arising from tours and related services is accounted after netting off all direct expenditures relating thereto net of discounts. Income from buying and selling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are accounted when there is reasonable certainty of its ultimate collection.

e. Expenditure:

All general business expenditure is accounted in the year in which it is incurred. All direct tour related expenses including advertisement expenses for specific tour are accounted in the year in which the tours are undertaken.

f. Fixed Assets:

Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and installation of fixed assets. Intangible assets represent Software, Video Shoots and Trademarks stated at cost less accumulated amortisation and impairments losses, if any.

g. Depreciation:

In case of parent company, depreciation on fixed assets is provided on the written down value method at the rates prescribed under Schedule XIV to the Companies Act, 1956. Intangible assets are amortised over a period of five to ten years, being the expected period of use. The leasehold land is depreciated over the lease period. Leasehold improvements are depreciated over the lease period or at the rates prescribed for Furniture in Schedule XIV to the Companies Act, 1956, whichever is higher.

In case of ETN Services Limited, the depreciation is provided on following rates on written down value method.

Plant and Machinery - 25%

In case of Cox & Kings Tours LLC, the depreciation is provided on following rates on written down value method

Plant and Machinery - 33.33%

In case of Cox and Kings Limited & Cox and Kings, Japan, the depreciation is provided on following rates on written down value method.

Freehold and short leasehold property - 15%

Plant and machinery - 15%



94

Computer equipment - 15%

Motor vehicles - 25%

In case of Cox and Kings (Australia) Pty Ltd, the depreciation is provided on following rates on Straight line method.

Furniture, Fixtures and Fittings - 20%

Office Equipment - 20%

Computer equipment and Software - 40%

In case of Cox and Kings Singapore Ltd., the depreciation is provided on following rates on Straight line method.

Furniture, Fixtures and Fittings - 20%

Computer equipment and Software - 20%

Office Equipment - 100%

Renovations (Leasehold Improvements) - 20%

In case of Quoprro Global Services PTE Ltd., the depreciation is provided on following rates on Straight line method.

Office Equipment - 33.33%

Renovations (Leasehold Improvements) - 20%

In case of Quoprro Global Services Pvt. Ltd., the depreciation is provided on following rates.

Office Equipment - 20% p.a. on reducing balance basis

Leasehold Improvements - Over the lease terms on Straight line basis

h. Impairment of assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been change in the estimate of recoverable amount.

i. Investments:

Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market value.

j. Inventory:

Inventory represents stock of foreign currencies, which have been valued at lower of cost and realisable value as at the year-end. In case of interest in Joint Venture inventory represents Linen, FB Stock and Shop Inventory.

k. Employee Benefits:

a. Short term employee benefits are recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered.

b. Post employment and other long term employee benefits are recognised as an expense in the profit and loss account for the year in which the employee has rendered services. The expense is recognised at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the profit and loss account.

l. Foreign Currency Transactions:

i. Transactions denominated in foreign currencies are recorded at spot rates / average rates.

ii. Monetary items denominated in foreign currencies at the year end are restated at year end rates.

iii. Non monetary foreign currency items are carried at cost.

iv. In respect of branches, which are integral foreign operations, all transactions are translated at rates prevailing on the date of trans-action or that approximates the actual rate on the date of transaction. Branch monetary assets and liabilities are restated at the year end rates.

v. Any income or expense on account of exchange difference either on settlement or on translation is recognised in the profit and loss account.


95

m. Accounting for Taxes on Income:

Provision for current tax is made, based on the tax payable under the relevant statute.

Deferred tax on timing differences between taxable income and accounting income is accounted for, using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets are recognised only to the extent that there is a reasonable certainty of its realisation.

n. Provision, Contingent Liabilities and Contingent Assets :

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

2. 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

3. The audited financial statement of foreign Subsidiaries has been prepared in accordance with the Generally Accepted Accounting Principles of its country of incorporation or International Financial Reporting Standard. Differences in accounting policies of the Company and its subsidiaries are not material.

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

5. Contingent Liabilities as at March 31, 2011:

a. Guarantees given by banks Rs. 31,755.03 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.

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

7. Break up of Deferred Tax liability is as under.

(Rs. in Lacs)


As at 31.03.2010

I) Deferred Tax Liability (DTL)i) Depreciation on Fixed Assets 638.64 242.32ii) Other addition on account of Exchange Gain 273.08 232.87

Total 911.72 475.19II) Deferred Tax Asset (DTA)

i) Depreciation on Fixed Assets 27.88 31.32ii) Provision for Leave Encashment/Gratuity 90.19 307.64

Total 118.08 338.96III) Net Deferred Tax : Liability / (Asset) 793.64 136.23

8. Particulars of earnings per share:



(a) Net profit after tax (Rs. in Lacs) 12,897.25 13,384.99

(b) Tax for earlier years (Rs. in Lacs) 11.35 -

(c) Net Profit attributable to equity shareholders (Rs. in Lacs) 12,908.60 13,384.99

(d) Weighted Average number of equity shares outstanding during the period (No. In Lacs)

661.13 512.33

(e) Nominal value per share (In Rs.) 10 10 Earnings per share (In Rs.) 19.53 26.13



96

9. The group’s primary segment consists of business segment, namely Tours and Travel. There is no other separate reportable primary segment as required in Accounting Standard 17 – Segment Reporting.Information required as per Accounting Standard 17 – Segment Reporting in respect of secondary segment is as under:

(Rs. in Lacs)


As at 31.03.2010

Segment Revenue (External Turnover):India 23,678.80 17,587.92Rest of World 25,995.11 22,327.48Segment Assets:India 163,667.60 104,238.52Rest of World 72,775.80 48,812.30Segment Liabilities:India 55,896.70 34,763.30Rest of World 29,447.60 37,276.30Capital Expenditure:India 6,400.27 1,728.27Rest of World 2,826.56 2,063.33

10. As per Accounting Standard 18, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below:

I. List of Related parties:

Associates:

Tulip Star Hotels Ltd.

Joint Venture :

Royale Indian Rail Tours Ltd.

Key Management Personnel

Mr. A.B.M Good – Chairman Mr. Peter Kerkar – Director Ms. Urrshila Kerkar – 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 Ltd. Ezeego One Travel and Tours Ltd.

II. Transactions during the year with related parties

(Excluding Reimbursements)

(Figures in italics are for previous year)(Rs. in Lacs)

Nature of transaction Associate / Joint Venture

KeyManagement

personnel

Relative of Key



Total

Purchase 1,299.80 87.99

- -

- 22.06

1,643.92 1,154.51

2,943.72 1,264.57

Remuneration - -

107.08 106.82

- -

- -

107.08 106.82

Sales 755.31 134.64

- -

- -

21,911.89 12,181.84

22,667.20 12,316.48


97

Nature of transaction Associate / Joint Venture

KeyManagement

personnel

Relative of Key



Total

Interest Received 385.72 263.01

- -

- -

546.42 1,022.17

932.141,285.18

Movement in Loans/Advances (net) debit/[credit(-)]

854.762,871.90

--

--

(-)837.46 (-)1,347.98

17.301,523.92

Balances as at 31st March 2011: Debit/[credit(-)] - Debtors -

131.95--

--

3,438.765,812.55

3,438.765,944.50

- Advances 5,821.664,966.90

--

--

1,649.05 2,699.39

7470.717,666.29

- Creditors - 95.16

--

--

(-)3.82 64.78

(-)3.82159.94

- Investment 390.25 564.27

--

--

2,000.002,000.00

2,390.252,564.27

III. Disclosure in respect of material related party transactions during the year:

1. Purchase includes Rs. 1,643.92 Lacs (Previous year Rs. 1,154.50 Lacs) from Ezeego One Travel and Tours Ltd and Royale India Rail Tours Ltd. Rs. 1,299.80 Lacs (Previous year Rs. 87.99 Lacs)

2. Remuneration paid includes Rs. 95.56 Lacs paid to Urrshila Kerkar (Previous year Rs. 95.43 Lacs) and Rs. 11.52 Lacs (Previous year Rs. 11.39 Lacs) paid to Peter Kerkar.

3. Sales include sales to Ezeego One Travel and Tours Ltd. Rs. 21,911.89 Lacs (Previous year Rs. 12,181.84 Lacs) and Royale India Rail Tours Ltd. Rs. 755.31 Lacs (Previous year Rs. 134.64 Lacs).

4. Interest received includes Tulip Star Hotels Ltd. Rs. 304.76 Lacs (Previous year Rs. 263.01 Lacs), Royale Indian Rail Tours Ltd. Rs. 80.97 Lacs (Previous year Nil), Far Pavilion Tours & Travels Ltd. Rs. 65.64 Lacs (Previous year Rs. 137.98 Lacs) and Ezeego One Tours & Travels Ltd. Rs. 546.42 Lacs (Previous year Rs. 848.93 Lacs).

5. Movement in Loans / advances include: -

a) Advance to Royale Indian Rail Tours Ltd. for Rs. 928.92 Lacs (Previous year Rs. 1,012.30 Lacs)

b) Repayment from Tulip Star Hotels Ltd Rs. 74.16 Lacs (Previous year Advances Rs. 390.77 Lacs) Ezeego One Travel and Tours Ltd. Rs. 837.46 Lacs (Previous year repayment of Rs. 676.68 Lacs)

11. Directors Remuneration:

(Rs. in Lacs)



Salary Allowances and PF 107.08 106.82

12. Payment to Auditors (Rs.in Lacs)



Audit Fees 101.54 127.38For Certification & Taxation 5.40 -GDR/IPO Certification 16.55 55.15Total 126.49 182.52



98

13. Disclosure for Lease:

Operating Lease: Disclosure in respect of Non-cancellable agreements for office and residential premises taken on lease:

(Rs. in Lacs)



Future minimum lease payments under non-cancellable agreements- Not Later than one year 2,718.72 284.24- Later than one year and not later than five years 8,713.21 333.17- Later than five years NIL NIL

14. 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)

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

15. Previous year’s figures have been regrouped / rearranged where necessary to confirm to current year’s classification.

Signatures to Schedules 1 to 13.

For Chaturvedi & Shah For and on behalf of the Board Chartered Accountants Firm Registration No. 101720W

Amit Chaturvedi Urrshila Kerkar Peter Kerkar Partner Director Director Membership No. 103141

Place : Mumbai Rashmi JainDated : 30th May 2011 Company Secretary


Book-Post

If undelivered, please return to:

1st Floor, Turner Morrison Building,

16 Bank Street, Fort, Mumbai - 400 001.

COX & KINGS LIMITED

WP

PL

- 40317777

ww

w.w

este

rnpre

ss.in

Cox & Kings Limited 360° Travel. 100% focus. - Moneycontrol

Documents

Transcript of Cox & Kings Limited 360° Travel. 100% focus. - Moneycontrol