73rd Annual Report 2012-13
A Successful Journey of Transformation
Cox & Kings Limited
PDF processed with CutePDF evaluation edition www.CutePDF.com A Successful Business Transformation for Sustainable Growth Cox & Kings has a strong legacy of delivering value for over 250 years. In our pursuit to build a business that can stand the test of time, we have been maintaining our focus on growth, profitability and sustainability, thus creating value for our stakeholders along the way. We have consistently and Contents strategically deepened our business model, which will enable us to grow faster, and sustain a longer journey. The acquisition of Holidaybreak (HBR), a ! A Successful Business Transformation for leading European Education activity and Leisure specialist travel company, Sustainable Growth 01 has brought along deep synergies in the form of our expanded market ! Making travel an all season business 02 ! Making travel integral to living 04 reach, cross selling opportunities and a more resilient business model. The ! Making travel an all region business 06 acquisition also brings in a unique mix of fast growing & defensive business ! Chairman's Message 08 segments like leisure & education. For Cox & Kings Group, we now have a ! Board of Directors 10 great mix of fast growing markets like India, Australia, New Zealand & ! Financial Highlights of Consolidated Accounts 12 Middle East alongside mature markets of Europe. ! Corporate Information 13 ! Management Discussion & Analysis 14 HBR's leadership position in niche travel segments, such as education travel ! Directors' Report 24 and camping business, have a transformational impact on our business. The ! Report on Corporate Governance 31 Education landscape, in each of our focused markets, is undergoing a rapid ! Corporate Social Responsibility Report 45 shift and has seen considerable investment from both government and ! Independent Auditor's Report 49 private players despite the macro-economic challenges. We believe that ! Balance Sheet 52 HBR's well-established brands will help us position favorably in the fast ! Statement of Profit and Loss 53 growing markets like India and Australia. In addition, HBR's wide spectrum ! Cash Flow Statement 54 ! Significant Accounting Policies 56 of leisure product portfolio further consolidates our position as an ! Financial Information of Subsidiary Companies 85 integrated global tour operator, with a leadership position in India. ! Statement regarding subsidiary Company Pursuant to Section 212 of the companies 89 This, along with our earlier acquisitions, enables backward integration in our ! Independent Auditor's Report 95 focused markets; along with considerable cost advantage through ! Consolidated Balance Sheet 96 consolidation of technology and product development. By consolidating our ! Consolidated Statement of Profit and Loss 97 product sourcing operations globally, we enjoy significant bargaining power ! Consolidated Cash Flow Statement 98 with suppliers, making our offering more competitive, yet highly profitable. ! Significant Accounting Policies 100
Annual Report 2012-13 1 A Successful Business Transformation for Sustainable Growth Cox & Kings has a strong legacy of delivering value for over 250 years. In our pursuit to build a business that can stand the test of time, we have been maintaining our focus on growth, profitability and sustainability, thus creating value for our stakeholders along the way. We have consistently and strategically deepened our business model, which will enable us to grow faster, and sustain a longer journey. The acquisition of Holidaybreak (HBR), a leading European Education activity and Leisure specialist travel company, has brought along deep synergies in the form of our expanded market reach, cross selling opportunities and a more resilient business model. The acquisition also brings in a unique mix of fast growing & defensive business segments like leisure & education. For Cox & Kings Group, we now have a great mix of fast growing markets like India, Australia, New Zealand & Middle East alongside mature markets of Europe.
HBR's leadership position in niche travel segments, such as education travel and camping business, have a transformational impact on our business. The Education landscape, in each of our focused markets, is undergoing a rapid shift and has seen considerable investment from both government and private players despite the macro-economic challenges. We believe that HBR's well-established brands will help us position favorably in the fast growing markets like India and Australia. In addition, HBR's wide spectrum of leisure product portfolio further consolidates our position as an integrated global tour operator, with a leadership position in India.
This, along with our earlier acquisitions, enables backward integration in our focused markets; along with considerable cost advantage through consolidation of technology and product development. By consolidating our product sourcing operations globally, we enjoy significant bargaining power with suppliers, making our offering more competitive, yet highly profitable.
Annual Report 2012-13 1 Making travel an all season business
2 Cox & Kings Limited Business Overview I Management Discussion & Analysis I Statutory Reports I Financial Statements
Leisure travel is a seasonal product. The high variation in peak and off- season demand of leisure travel makes it challenging for the travel and hospitality companies to effectively utilize their resources and manage costs all through the year. At Cox & Kings, we strongly believe that amidst every challenge lies an opportunity.
For instance, our attractive travel offerings all through the the year. In the process, we are able to bargain for better year is gradually influencing Indian customers to travel pricing with our suppliers. In Europe, for instance, the beyond the busy summer holiday season. Our “Instant peak demand season from India is usually between Apr – Holidays” product gives customers a choice to travel into Jun, while peak demand from Australia is the Jul-Sep domestic and international destinations over short season. weekends throughout the year and has seen a brilliant Our presence in education business segment brings response. greater certainty to our revenues, especially during the In addition, our ability to leverage our strong global first half of the year. presence to tap different buyer segments across focused markets helps us to exploit the time variation in demand and provide our suppliers with a good business all through
Annual Report 2012-13 3 Making travel integral to living
4 Cox & Kings Limited Business Overview I Management Discussion & Analysis I Statutory Reports I Financial Statements
Travel & Tourism has been one of the largest and fastest growing industries across both developed and developing economies. The increasing integration of the global economies is driving its growth even further.
The reasons for travel can be many including Leisure, physical presence tremendously enhances our Business, Visiting Friends and Relatives, Education, negotiation capabilities. Today, we are present in over Vacation, Adventure and so on and so forth. While all of twenty countries through our subsidiaries, branch these have been an integral part of living in the developed offices, representative offices and a global network of economies, with increasing per capita income, higher sales agents. workforce mobility and increasing proportion of working Our Education business operates on a similar principle. parents; they are fast becoming routine in the developing NST is a market leading student tour operator brand for world too. secondary schools in UK. School tour groups, including We are uniquely present to effectively marry the demand from NST utilise Meininger hotel on their European tours, with supply and create an integrated travel solution for thereby driving occupancy for our young & expanding each of our focus business segments. hotel chain. We have been strategically expanding our presence across the globe. Our destination management companies are classic examples. These businesses benefit from a robust and growing customer traffic generated from our various outbound markets. It allows us to capture a large share of our client spends, thereby enhancing our margins. Our
Annual Report 2012-13 5 Making travel an all region business
6 Cox & Kings Limited Business Overview I Management Discussion & Analysis I Statutory Reports I Financial Statements
Steadily, we have been expanding our presence across the globe. Our physical presence tremendously enhances our negotiation capabilities, especially in our inbound focus markets.
Today, we are present in over twenty countries through In few of our outbound focus markets, we have focused our subsidiaries, branch offices, representative offices and on niche segments such as retirees and ultra high net a global network of sales agents. Our wide global offline worth individuals in the UK and luxury packages in the network supplements our strong online presence and helps US, which have been more resilient to the economic us to provide an additional comfort to our customers. The swings. physical interface is especially useful in selling complex tour Our Hotel Breaks business has expanded its short-breaks packages or in places where people prefer a face-to-face product for UK customers, offering several continental discussion. Our dedicated captive destination European packages, besides UK domestic packages. In management services in each of our focus inbound addition, the Explore business offers 450 soft adventure markets equip us to leverage our deep client understanding holiday options to 120 countries worldwide. of our outbound clients taste and develop a program in accordance with their requirements. It also allow us to capture the most of our client spend, thereby, enhancing our margins.
Annual Report 2012-13 7 Chairman's Message
2012/2013 has been an important year for Cox & Kings Citi Venture Capital International, a global private equity Group, as it marked the first full year of operations since firm, decided to partner with us infusing fresh capital at the acquisition of Holidaybreak plc, a leading specialist the subsidiary level, the funds being utilized to reduce European education travel, camping and leisure business, acquisition-related debt. in September 2011. We are extremely pleased with the Our India business continues to be the other strong pillar performance of this business and are confident that we for the Group, marching forward from strength-to- have brought into our fold a company with a resilient strength, in its bid to provide the Indian traveller with a business model, strong brands, stable cash flow and run unique travel experience, irrespective of their choice of by a highly-experienced management team adept in holiday destination globally, creating lasting memories for steering the company through a challenging operating them along the way. The India business saw another year environment. of robust growth, and with the increased scale of business The Holidaybreak businesses comprise iconic brands, like each year, we are confident that the journey for both Cox PGL, NST, Eurocamp and Keycamp, operating for several & Kings and the Indian travellers has only just begun. In decades and consistently delivering superior customer addition to our growing presence in the Indian retail experience. In addition, Meininger, our European hotel outbound market, we also witnessed strong performance chain catering to value seeking travellers such as student, in our retail domestic and MICE (both outbound and youth travel and others is an exciting business with a high domestic) business, adding a further leg to the growth growth trajectory. The year gone by has made us very prospects of the India business. satisfied and has exceeded our expectations, about the We believe that as a Group, we are in better shape today quality of this business and its long-term prospects within than ever before with an excellent mix of growth and its current operational markets and beyond. During the stability across both products and geographies. We also year, our confidence in the business was reaffirmed when
8 Cox & Kings Limited Business Overview I Management Discussion & Analysis I Statutory Reports I Financial Statements
believe, we have a great platform to build upon, , taking our existing products to more customers and geographies and simultaneously innovating to bring newer products. The economic conditions across our various operating geographies may continue to be challenging in the coming year, but we believe in the inherent strength of our business and the expertise and experience of our management team to navigate the difficult times. In closing, I should like to express both my personal and the Board's sincere thanks to the entire Cox & Kings employee workforce for their dedication and commitment to the business. I would also like to thank our shareholders for their continued support in this exciting journey of the Company.
Mr. A.B.M. Good Chairman
Annual Report 2012-13 9 Board of Directors
Mr. Anthony Good is the Promoter & Non- Executive Ms. Urrshila Kerkar is the Promoter & Whole Time Chairman of the Company. Director of the Company. After being a management trainee with the Distillers Prior to joining our Company in 1990, Ms. Kerkar was Group and a spell in journalism, where he spent five years, running her own enterprise, a graphic design and first as Public Relations Officer and later in a Group production house, which won over 20 international marketing role with the then largest independent airline awards for design. Ms. Kerkar initially worked with the group in the UK. In this capacity, he was involved in Company in an advisory role on marketing and brochures setting up a tour operating subsidiary. Mr. Good formed design from 1985 and her role was extended when she the Good Relations Group in 1962 and floated it on the joined the Company in 1999 and was made in-charge of London Stock Exchange in1982. In 1970, he was Indian Operations. commissioned by Grindlays Bank to turn Cox & Kings, UK, She has been at the forefront of the Company's growth, into a long-haul tour operator specializing in India and he playing a vital role in the development of Out Bound was appointed to the board of Cox & Kings Limited in Leisure and Domestic Leisure business and is the driving 1971, becoming the Chairman in 1975. Under his astute force behind the Company's IT vision. She has been guidance, we have imbibed quality standards directly involved and responsible for the day-to-day and practices. management of the Company and for all the marketing He is a Fellow member of Chartered Institute of Public and design initiatives of the Group. Relations and Honorary Life Fellow of the Institute of She is a graduate in Art (B.A.) Hons in Economics and Directors. Psychology from Bombay University and holds an associate degree from Pratt University, NY, USA in Graphic Design. Mr. Peter Kerkar is the Promoter & Non- Executive Director of the Company. He has been intimately involved in the growth of C&K Mr. Pesi Patel, is an Independent Director and a member Group and was responsible for its transformation from of the Board Audit Committee of the Company. being a business travel and shipping and forwarding He started his career with family's industrial products agency to being one of the leading leisure players in the manufacturing business. He oversaw the sales and industry. He is the driving force behind the Company's marketing of the products and led the division in initiatives in the geographies in which it operates today. manufacturing these products. Ultimately in 1982, Pesi He is based in UK and responsible for the Company's gained responsibility for running the entire Company. overall leadership, strategy, global centralized buying and Under his leadership, the Company experienced growth, international growth, as part of which he has been both structurally and financially. actively involved in the identification of newer opportunities. Under his leadership, the Company is now He is a graduate in Commerce (B.Com) from University of positioned as the premier travel company in India as well Mumbai. as a brand leader in the premium market segment in UK, USA and Japan. He is a graduate in Arts (B.A.) with distinction in Economics and Anthropology from Stanford University, USA.
10 Cox & Kings Limited Business Overview I Management Discussion & Analysis I Statutory Reports I Financial Statements
Mr. M. Narayanan, is an Independent Director and the Mr. Subhash Chandra Bhargava, is an Independent Chairman of the Board Audit Committee of the Company. Director and a member of Board Audit Committee of the Company. He had served as Chairman and Managing Director with Tourism Finance Corporation of India Limited between July He has over 40 years of experience and knowledge in the 2004 and September 2006. He had also occupied the field of Banking and Finance. He had held number of position of General Manager, Industrial Finance leadership roles within Life Insurance Corporation of Corporation of India and held senior management India. He has served as Executive Director (Investment) positions in IFCI and Bank of Baroda. Mr. Narayanan with the Life Insurance Corporation of India, wherein he started his professional career with Reserve Bank of India in was responsible for looking after investment functions June 1964. The Institute of Economic Studies, New Delhi, like debt, equity, monitoring corporate sector, conferred him with UDYOG Rattan Award in the year 2005 investment in infrastructure as well as social sector, which for excellence in performance. involved dealing with State Government bodies and Central Government Undertakings etc. He is a post graduate in Commerce (M.Com) and holds a Degree in Law. He is also a Certified Associate of Indian He is a graduate in Commerce (B.Com) from Delhi Institute of Bankers (CAIIB). University and is a Fellow of the Institute of Chartered Accountants of India.
(Left to Right) Mr. M. Narayanan, Ms. Urrshila Kerkar, Mr. Pesi Patel, Mr. ABM Good, Mr. Peter Kerkar, Mr. S.C. Bhargava
Annual Report 2012-13 11 Financial Highlights of Consolidated Accounts
(` in Lacs) Particulars FY11 FY12 FY13 Operating Profits Net Sales 49,673 83,795 180,874 PBT Before Exceptional Items 19,310 9,992 25,895 Exceptional Items - 3,118 5,437 PBT 19,310 6,874 20,458 PAT before Minority Interest 12,908 4,160 19,284 PAT after Minority Interest 12,908 4,160 24,842
Financial Position Gross Fixed Assets 23,260 261,882 274,620 Net Fixed Assets 15,066 203,847 210,505 Shareholder’s Funds Share Capital 6,826 6,826 6,826 Reserves & Surplus 113,959 112,411 125,769 Minority Interest - - 54,219
Dividend (in %) 10% 20% 20% Dividend 793 1586 1586
Ratios EBITDA Margin (%) 46.30% 19.97% 39.94% PAT Margin (%) 25.99% 4.96% 13.73% EPS (in `) 9.76 3.05 18.20 Book Value (in `) 177 87 97 Return on Average Net Worth (%)* 12.79% 3.47% 19.73% Return on Average Capital Employed (%) 9.94% 3.18% 10.81% Net Debt / Shareholders Fund (0.10) 3.03 1.82
* Please note that in FY13, the increase is also partly due to a positive minority interest in the PAT workings for the period Nov 2012-March 2013; attributed to the share of Citi Venture Capital International in Prometheon Holdings (UK) Limited, our subsidiary with 100% ownership in Holidaybreak Limited, subsequent to the private equity deal with them concluded in Nov 2012.
12 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Corporate Information
BOARD OF DIRECTORS CHIEF FINANCIAL OFFICER Mr. A. B. M. Good Non Executive Chairman Mr. Anil Khandelwal Mr. Peter Kerkar Non Executive Director Ms. Urrshila Kerkar Executive Director COMPANY SECRETARY Mr. Pesi Patel Independent Director Mr. M. Narayanan Independent Director Ms. Rashmi Jain Mr. S. C. Bhargava Independent Director BANKERS BOARD COMMITTEES State Bank of India Axis Bank Limited Audit Committee IDBI Bank Mr. M. Narayanan Chairman Central Bank of India Mr. A. B. M Good Member Societe Generale Mr. Pesi Patel Member Mr. S. C. Bhargava Member REGISTRAR & SHARE TRANSFER AGENTS Remuneration Committee Karvy Computershare Private Limited Mr. Pesi Patel Chairman Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Mr. M. Narayanan Member Hyderabad - 500 081, Andhra Pradesh, India Mr. A. B. M. Good Member Tel: + 91 40 23420815 Fax: +91 40 23420814 Mr. Peter Kerkar Member Email: [email protected] Mr. S. C. Bhargava Member Website: www.karvy.com
Shareholders’ / Investors Grievances Committee REGISTERED OFFICE Mr. Pesi Patel Chairman 1st Floor, Turner Morrison Building, Mr. A. B. M Good Member 16, Bank Street, Fort, Mumbai - 400 001. Mr. M. Narayanan Member Tel: +91 22 22709100 Fax: + 91 22 22709161 Mr. S. C. Bhargava Member Email: [email protected] WEBSITE: www.coxandkings.com Finance Committee Ms. Urrshila Kerkar Chairperson Mr. Peter Kerkar Member Mr. Arup Sen Member Mr. S. C. Bhargava Member Mr. Anil Khandelwal Member
AUDITORS M/s. Chaturvedi & Shah Chartered Accountants
Annual Report 2012-13 13 Management Discussion & Analysis
Industry International Inbound Tourist Arrivals, 2012 (million) Travel & Tourism (T&T) is one of the largest industries
globally and contributes over 9% to the global GDP. The
5% direct contribution of T&T in the year 2012 has been 5% estimated at USD 2.06 trillion. Over the next ten years, it is forecasted to grow much faster than the global GDP,
at an annual growth rate of 4.4% to USD 3.45 trillion. mn 52 Africa, Asia & the Pacific, 233 mn
Its contribution to the global GDP is expected to increase mn 53 East, Middle 23% from 9% to 10% in the year 2023. American, 162 mn 16%
International Inbound Tourist Arrivals (million) 1100 1035 996 1000 952 911 929 894 Europe, 535 mn 900 851 805 51% 800 760 698 689 678 678 700 627 589 605 563 600 530 500
400 Source : World Tourism Organization (UNWTO) 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Source : World Tourism Organization (UNWTO) total business travel spending during the year was USD 1.0 trillion and is expected to grow at a CAGR of 4.1% to During the year 2012, despite a tough global macro- USD 1.57 billion by the year 2023. It is estimated to grow economic environment, global Travel & Tourism grew by by 3.1% in 2013 to reach USD1.05 trillion. a strong 3.2% in revenue while the tourism export grew by 4.7%. Asia was the fastest growing destination and FY13 – A Year in Summary origin market. The industry achieved a key landmark as the international tourist arrival crossed 1 billion. FY13 was a path breaking year for C&K Group, as Holidaybreak Limited was successfully integrated into the The total number of international tourist arrival during the C&K fold, FY13 being the first full year since the acquisition year was 1.035 billion against 0.996 billion in the year in September 2011 while the India business continued its 2011. Over half of this was in European countries and stellar performance. With the Holidaybreak consolidation, nearly a quarter in the Asia Pacific region. Your Company our revenues jumped by 116% to INR 1,80,874 Lacs and has a very strong presence in both the regions. Profit after Tax increased by 497% to INR 24,842 Lacs.
South East Asia and Central & Eastern Europe were one India Business of the fastest growing regions during the year. Country We had another great year in the India business as wise, India saw the second fastest growth in International revenues grew by 26% to INR 37,227 Lacs and EBITDA Tourist receipts at 22% just after Japan, which grew by grew by 29% to INR 18,638 Lacs. We saw healthy growth 37% in 2012 after a sharp drop in the international tourist in our Outbound and Domestic travel, within both the inflow post Tsunami in the year 2011. leisure retail and corporate MICE category. Our growth Globally, USD 1.24 trillion is estimated to have been in the leisure retail business can be attributed to three earned through visitor exports in the year 2012. It is factors – i) Increased penetration across Tier I cities and expected to grow at 3.1% in the year 2013 to USD 1.28 smaller towns owing to our deeper distribution network trillion and at a CAGR of 4.2% to USD 1.9 trillion by the ii) Increased market share for organized tour operators, as year 2023. customers increasingly move away from the unorganized travel agency segment iii) Repeat business from existing The global leisure travel spending during the year was customers as they travel more frequently than ever before. USD 3.2 trillion and is expected to rise at a CAGR of Growth in corporate MICE business has been substantial, 4.6%, to USD 5.2 trillion by the year 2023. It is estimated as a result of our investment into cementing strong to grow by 3.2% in 2013 to reach USD 3.3 trillion. The relationships with several respected Indian corporate
14 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
houses (both large and mid-sized). Growth in Inbound Meininger continued its rapid expansion in the European business was a bit muted this year. This is because the cost market. We opened two new hotels during the year - Berlin of premium hotels in popular tourist destinations such as airport hotel and Amsterdam hotel, together ~1200 beds Rajasthan and Kerala shot up during the key inbound across 375 rooms. Apart from healthy first year revenues season thereby making holidays into India for overseas from the two new hotels in FY13, we witnessed growth customers very expensive this year, when compared with through driving higher occupancies in existing bedstock. other destinations in Asia and beyond. Our deepening ties with leading European student tour operators resulted in strong uptick from that segment. In Talking about our distribution network, our franchised addition, our popularity among youth travelers, looking for network of stores currently reach more than 100 town/ clean, affordable city-centre accommodation, has helped cities, tapping pent up demand for high-quality holiday increase business, with bookings done through internet, experience across international and domestic destinations phone or walk-ins. During the year, we closed down two at competitive prices. Our in-house call centre network, smaller hotels in Berlin (~450 beds) and replaced it with manned by knowledgeable and trained staff, apart from the signing of a larger 830 bed hotel in the same city. As assisting customers with their various information needs, is Meininger gathers momentum in the European youth and now getting better traction in converting phone and email student travel market and we are able to attract more enquiries into sales. The Cox & Kings web portal is well- traffic, we believe it makes imminent sense to operate equipped to provide comprehensive holiday information larger hotels resulting in higher margins. to customers, apart from the ability to book online if the customer chooses to. Strong distribution has helped us expand our reach within the country. This wide reach has also made us a preferred partner for various international and domestic tourism boards and other suppliers to promote newer destinations and holiday experience, worldwide.
Camping Business We had mixed results in our Camping business this year with revenues declining by 7% to INR 32,057 Lacs and EBITDA growing by 13% to INR 14,831 Lacs. The Jun- Aug period is the key camping holiday season in Europe (coinciding with school summer holidays). But, our customers in UK, which is the highest yielding market for the business, replaced their annual camping holiday with the London Olympics, a once-in-a-lifetime experience for most UK citizens. This resulted in a YoY decline in our Education Business revenues. We however softened the impact by controlling the employee and marketing expenses during the business It was another good year for our key education brands, season and the subsequent off-peak months. viz. PGL and NST. Revenues grew by 9% to INR 49,055 Lacs. EBITDA (including 100% Meininger) grew by 26% to INR 28,575 Lacs. PGL further consolidated its market leadership position in the UK schools market, witnessing better than industry growth. We focused on consolidating our operations, to reduce costs, particularly during the lean business period from Oct-Mar. As part of that Other International Leisure Businesses strategy, we closed two smaller centres, one each in UK and France, totaling 300 beds. We successfully moved the Our International Leisure Businesses comprise of our schools business of these two centres into other larger European operations (through C&K UK outbound, PGL centers nearby, thereby, reducing centre overheads Hotelbreaks, Explore soft adventure holidays and costs without impacting bookings. Thereby, current PGL inbound operations through CKDMS), Australia, bed capacity stands at ~8900 beds across 23 centres Dubai, US and Japan. Revenues grew by 6% to (including 19 owned centres). INR 60,790 Lacs while EBITDA was similar to FY12
Annual Report 2012-13 15 at INR 20,803 Lacs. We managed a flattish FY13 Business Outlook for FY14 performance in Europe, despite difficult economic The total market for Packaged Holiday Sales in India conditions. For Explore, we consolidated our ground reached INR 235 bn in 2011, growing at an annual rate handling operations in key destinations with other of 8.4%, as per Euromonitor International report. We C&K operations, driving better bargains to generate believe the organized sector grew at twice this pace. savings. Explore distribution in the Australian market The Indian outbound segment is still quite a nascent saw encouraging offtake. During the year, C&K group market. As per Ministry of Tourism India statistics, total leveraged on Superbreak’s strong supplier relationship outbound departures from India in 2011 were 14.2 mn, in the UK market (~2000 hotels) to obtain better with a significant percentage still being business travel or pricing for its leisure tours. We saw strong growth Visiting Friends & Relatives (VFR) trips. As per estimates, at our Dubai operations, benefitting from increased total outbound departures from India would reach 50 mn inbound business, driven by key C&K markets of India by 2020. Benefiting from this trend, we believe organized and Australia. In addition, the outbound business packaged holiday segment will continue its healthy from Dubai is also seeing good traction, with impetus growth over the medium-term. coming from our NRI customer base. Business in our Australian operations was soft through the year, We remain extremely bullish about our prospects in the achieving marginal growth. Our business in US grew Indian market for FY14 and further beyond. As several well, driven by an expanded product portfolio of luxury Indians take their first overseas holidays, clubbed with FIT and Group Tour options. In addition, the shifting of multiple domestic short-breaks over long weekends our operational base from Tampa to Los Angeles has during the year, we are well-placed to benefit from this helped us tap a larger customer base. Our operations market expansion. We will continue to corner higher in Japan continued to face headwinds during the year. market share from the unorganized segment as customers demand superior holiday experience at affordable prices. During the year, we concluded the sale of Djoser, our We will also continue to grow our FIT holiday segment, soft adventure holiday business in Netherlands. Djoser, a designing customized holidays for the more seasoned small-sized operation within the Holidaybreak business, travelers, offering them with the widest destinations was seeing a declining revenue trend in the face of choices achieved through our significant global sourcing tough business environment and insufficient synergy platform. In addition, we are bullish about our prospects opportunities with Cox & Kings Group. The business in the MICE business where we are taking market share was disposed off as the management time being spent from weaker and unorganized competition. We also far outweighed any future improvement in business expect a reduced working capital cycle in our corporate- prospects. related business, due to shortening of the BSP cycle and promoting greater use of supplier purchase cards. PGL, our Education residential outdoor centre brand for primary schools is well-placed to further consolidate its strong position among the UK private schools at the expense of weaker competition. PGL is also slowly stepping into the Public Schools market, currently catered by the Local Education Authorities (LEA), in an environment where the LEA are struggling to allocate adequate funds for the 200+ centres they operate across In addition to the Leisure, Education and Camping UK. We are very excited about our future prospects as this businesses discussed above, C&K also provides outsourced trend plays out over the next few years. visa processing services to diplomatic missions around the world. During the year, we continued our investments We completed the acquisition of the remaining 26% into this business. New business operations during the tranche in Meininger in April 2014 and will consolidate year included Indian Embassy in Sweden and Italian its full financials from FY14. Coinciding with that, we also Consulate in Dubai. opened our newest 720 bed hotel in Brussels on 1st May,
16 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
taking the total capacity to 7340 beds across 16 hotels. (` in Lacs) We expect strong growth in this business, as we remain well placed as a prominent brand to cater to a robust Particulars FY2013 FY2012 student travel demand in Europe, apart from being a Net Block 196,161 191,472 popular choice destination for young urban travelers. Capital Work in Progress 1,151 4,864 The Camping brands of Eurocamp and Keycamp has Intangible assets under development 13,193 7,511 already registered strong forward bookings visible for Goodwill on Consolidation 273,329 266,289 the 2014 season across our 8300 accommodation homes (including 7000 mobile homes). We will this year see Total 483,834 470,136 growth from our highest yielding market of UK where we are the clear market leaders offering premium camping Net Asset Block at 31st March, 2013 is INR 196,161 Lacs, experience. This also clearly validates our belief that the an increase of INR 4,689 Lacs over the previous year. revenue decline in FY13 could be attributed to exceptional The Net Tangible assets in FY13 was INR 187,768 Lacs, conditions triggered by Olympics. comprising of our land ownership in Europe for the PGL centres, mobile homes for the Camping business and Within our international leisure operations, we furniture & fixtures across our global offices. The Net are witnessing strong advance booking trends at Intangible assets in FY13 was INR 8,393 Lacs, comprising “Superbreak”, a trend not seen for the last several years. of technology investments at Holidaybreak and the cost of Superbreak has begun to see the results of integration ERP implementation in India. The Intangible assets under with C&K executed through FY13. Superbreak’s development was INR 13,193 Lacs, primarily comprising of enhanced product portfolio (packaged holidays to the proprietory technology development towards the core UK and other European destinations) and a refreshed booking engine in India and ERP implementation across IT platform, achieved through synergies with C&K other C&K geographies. The Goodwill on Consolidation was group operations, has contributed dramatically to this INR 2,73,329 Lacs; substantially related to the Holidaybreak turnaround. Our premium Outbound tour operator acquisition. It increased by INR 7,040 Lacs due to exchange business in UK continues to focus on expansion in its rate fluctuations on the two balance sheet dates. core product areas for growth; through expansion of the range and style of holiday types on offer. We expect to Total Debt Profile see strong growth in our Dubai driven by both inbound (` in Lacs) and outbound, business. Our outlook for US operations is positive with increased distribution of the Cox & Particulars FY2013 FY2012 Kings “Small Group Tours” business. Travel bookings in Long Term (L.T.) Debt 391,816 345,117 Australia are encouraging and we expect growth to be better than FY13, particularly travel to Europe. Short Term (S.T.) Debt 25,636 25,500 Financial Condition Current Portion of L.T. Debt 45,585 89,897 Fixed Assets, Capital Work in Progress and Goodwill Current Portion of Finance Lease Obligations 4,588 5,668 (` in Lacs) Total Gross Debt 467,625 466,182 Particulars FY2013 FY2012 Cash and Cash Equivalents 126,925 105,328 Gross Block Net Debt 340,700 360,854 Tangible 243,537 245,863 Intangible 16,739 3,644 Our Total Gross Debt as at 31st March, 2013 was Total 260,276 249,507 INR 4,67,625 Lacs, which is an increase of INR 1,444 Lacs Less: Depreciation & Amortisation over the previous year. The increase was primarily due Tangible 55,769 56,030 to the stretched working capital cycle in the India and Intangible 8,346 2,005 C&K International business during the year. However, Net Debt decreased by INR 20,153 Lacs to INR 340,700 Lacs Total 64,115 58,035 due to increase in Cash balance of INR 21,598 Lacs.
Annual Report 2012-13 17 Shareholders Funds Non-Current Investments (` in Lacs) Our Non-Current Investments as at 31st March, 2013 was INR 43,831 Lacs, as compared to INR 27,610 Lacs in the Particulars FY2013 FY2012 previous year. The key item here is our 74% ownership Share Capital 6,826 6,826 in Meininger Holding GmbH, held through Holidaybreak Limited, which operates “Meininger” brand of student & Reserves & Surplus 125,769 112,411 youth hotels across Europe. We had increased our stake Minority Interest 54,219 - in this company from 50% held at 31st March, 2012. th Total 186,814 119,237 Further, on 30 April 2013, we gained complete control of the company, taking a 100% ownership. During the year, Prometheon Holdings (UK) Limited, the Cox & Kings subsidiary holding 100% ownership in Current Assets Holidaybreak Limited, successfully concluded an equity (` in Lacs) deal with Citi Venture Capital International, a large global Particulars FY2013 FY2012 Private Equity firm. This is reflected in the Shareholders Current Investments 2,809 2,807 Funds at 31st March, 2013 as the Minority Interest Inventories 1,859 1,726 amount of INR 54,219 Lacs. Our Reserves & Surplus as Trade Receivables 90,540 71,506 at 31st March, 2013 was INR 125,769 Lacs, which is an increase of INR 13,358 Lacs despite a higher Consolidated Cash and Cash Equivalents 126,925 105,327 Net Profit after tax, share of profit from associates and Short-Term Loans & Advances 84,383 82,119 minority interest during the year. This is primarily because Other Current Assets 331 165 of two adjustments that have been made in the opening Total 306,847 263,650 Reserves & Surplus during the current year, detailed Our Total Current Assets increased to INR 306,847 Lacs below. at 31st March, 2013, compared to INR 263,650 Lacs In one of the Group’s subsidiaries, Prometheon Holdings in the previous year. The increase is primarily coming (UK) Limited, there has been a change in accounting from INR 19,034 Lacs increase in Trade Receivables and policy to treat inter-company loan funding as non- INR 21,598 Lacs increase in Cash and Cash Equivalents. The monetary items, translating the balances at the rate Short-Term Loans & Advances of INR 84,383 Lacs largely prevailing when first recognised to reflect the position pertain to supplier advances across the Group. One needs that such funding was in substance quasi-equity. These to be careful while analyzing our Current Assets and Trade loans have since been capitalised as equity within Receivables position, and comparing it with Revenue from Prometheon Holdings (UK) Limited in FY13. The change Operations. Because C&K’s balance sheet line items are in accounting policy is in accordance with SSAP20 of UK based on gross sales (unlike our income statement line items, GAAP. The impact of the change in accounting policy which are based on net sales), our receivables tend to appear has been to reverse a gain recognized in the prior year to be relatively high. As has been explained earlier, our Net of INR 8,999 Lacs. Sales is calculated as gross sales less direct expenses like air tickets, hotels, ground services and distribution commissions. In addition, in the previous year, a loss of INR 10,567 Lacs arose in respect of certain US dollar forward Current Liabilities currency contracts to which the subsidiary, Prometheon (` in Lacs) Holdings (UK) Ltd. was a party and which matured Particulars FY2013 FY2012 on 19th January 2012. In the accounts for the year Short-Term Borrowings 25,636 25,500 ended 31st March, 2012, a proportion of this loss was capitalised as a debt issue cost, which should have been Trade Payables 46,997 42,492 recognized as an expense in that period in accordance Other Current Liabilities 171,671 217,162 with the UK GAAP, and hence adjusted in the opening Short-Term Provisions 3,765 5,156 reserves for FY13. Total 248,069 290,310
18 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Our Total Current Liabilities increased to INR 248,069 (` in Lacs) Lacs at 31st March, 2013, compared to INR 2,90,310 Particulars FY2013 FY2012 Lacs in the previous year. The key movement has been Exchange Fluctuation 442 (13,046) the reduction in Other Current Liabilities by INR 45,491 Lacs as the equity proceeds from the private equity deal Other items 14,322 10,357 at Prometheon Holdings was utilized in reduction in debt, Total 39,491 15,501 which was categorized as current maturities of long-term debt in the previous year. The Other Current Liabilities at Both Employee Benefit expenses and Other Expenses saw the end of FY13 includes current maturities of long-term a substantial jump in FY13 as this was the first full year debt of INR 45,585 Lacs, current maturities of finance consolidation of Holidaybreak Limited post the acquisition lease obligations of INR 4,588 Lacs, advances received in Sep 2011. Employee Benefit expenses in FY13 was INR from customers against forward bookings of INR 70,671 69,576 Lacs, an increase of INR 31,059 Lacs over the previous Lacs and other payables of INR 50,827 Lacs (primarily year. Similarly, Other Expenses jumped by INR 23,990 Lacs to statutory dues payable). INR 39,491 Lacs in FY13, with key cost components being advertisement, publicity & business promotion, rent, legal & Results of Operations professional fees and travelling & conveyance. FY13 had a Income foreign exchange fluctuation loss of INR 442 Lacs, which in (` in Lacs) previous year was a gain of INR 13,046 Lacs. Particulars FY2013 FY2012 Profit before exceptional items and tax Income from Operations 180,874 83,795 Our Profit before exceptional items and tax was Other Income 5,879 3,556 INR 25,895 Lacs in FY13, a substantial increase from Total 186,752 87,351 INR 9,993 Lacs in FY12. The jump is due to the fact that Holidaybreak Limited financials have been consolidated Our Income from operations for the year was INR 180,874 for the full year in FY13, unlike in FY12. During the year, Lacs, a substantial increase of 158% from INR 83,795 our finance costs was INR 37,054 Lacs, depreciation and Lacs in FY12, as FY13 was the first full year consolidation amortization expense of INR 14,736 Lacs. of Holidaybreak Limited post the acquisition in Sep 2011. We have discussed in detail our performance for the year Profit after tax for the year in the Leisure, Education and Camping business in the Profit after tax for the year was INR 15,249 Lacs, an “Management Discussions & Analysis” section. The Other increase from INR 2,699 Lacs in FY12. This increase is Income of INR 5,879 Lacs relates primarily to income from primarily due to the INR 15,902 Lacs increase in Profit current investments. before exceptional items and tax. We had an exceptional expense of INR 5,436 Lacs and tax expense of INR 5,208 Expenditure Lacs during the year. The exceptional expenses relate to (` in Lacs) foreign exchange loss on revaluation of Bank Loan and Particulars FY2013 FY2012 Inter Company Loans for acquisition purposes (INR 4,283 Employee Benefit Expenses Lacs), redundancy cost in the Camping business in UK, Salaries & Wages 61,813 34,144 Denmark & Netherland (INR 1,925 Lacs) and profit on sale Other items 7,763 4,372 of Djoser business (INR 772 Lacs). Total 69,576 38,516 Consolidated Profit after tax after minority interest, Other Expenses share of income from associates Advertisement, Publicity & Business 12,511 9,872 Consolidated Profit after tax increased to INR 24,842 Lacs Promotion in FY13, an increase from INR 4,161 Lacs in the previous Rent 5,353 3,321 year. This increase of INR 20,683 Lacs is primarily due to an increase of 12,550 Lacs in Profit after tax, an increase in share Professional Charges 3,220 2,585 of profit from associates of INR 2,573 Lacs to INR 4,035 Lacs Travelling Expenses 3,643 2,412 and a minority interest addition of INR 5,559 Lacs.
Annual Report 2012-13 19 The share of profit from associates relates primarily to our Below is a table providing key information on the investment in Meininger Holding GmbH, which operates Contingent liabilities hotels for student tour groups and young urban travellers Contingent Liabilities under the brand Meininger. Our ownership in the (` in Lacs) Company, held through Holidaybreak Ltd., was 50% till 31st March, 2012. We have subsequently increased the Particulars FY2013 FY2012 stake to 74% during April 2012 and have now increased Guarantees 57,635 60,829 it further to 100% during April 2013. Tax Demands 14,183 13,931 Legal Claim not acknowledged as debt 1,071 1,053 The minority interest is attributed to the share of Citi Venture Capital International in Prometheon Holdings Business Overview (UK) Limited, the Cox & Kings subsidiary holding 100% We are an international travel and tours Company with ownership in Holidaybreak Limited, subsequent to the operations in 26 countries around the globe, present in the private equity deal with them concluded in Nov 2012. The Leisure holidays, Education travel and Camping holidays last two quarters at Prometheon Holdings had a negative business through multiple brands. Our brand “Cox and PAT due to the typical seasonal nature of Holidaybreak Kings”, which has evolved over a period of more than 250 business, resulting in a positive minority interest for Cox & years, is one of the oldest, and we believe, one of the most Kings in consolidation. recognized, names in the travel and tourism industry
Cash Flow Leisure Holiday Packages (` in Lacs) Our Packages comprise of a combination of tour operator Particulars FY2013 FY2012 and destination management services. Our tour operator services principally involve our customers in India, Australia, Net Cash Flow from Operating 17,446 (13,658) Dubai, Japan, Netherlands, United Kingdom and United Activities States travelling on leisure packages to local and overseas Net Cash used in Investment (18,115) (266,039) destinations. Our destination management services Activities include ground handling services, which cover all aspects Net Cash Flow from Financing 25,675 248,364 of ground tour arrangements, primarily for customers Activities travelling into Dubai, Europe, India and Singapore. Net Increase/(Decrease) in Cash & 25,006 (31,333) Cash Equivalents Cox & Kings is one of India’s leading leisure tour operators, selling outbound, domestic and inbound holiday packages. Net Cash Flow from Operating Activities for FY2013 We have a strong brand recall, extensive reach (over 250 was ` 17,446 Lacs, an increase from ` (13,658) Lacs. physical points of presence across India through own This increase has been primarily due to the increase stores, franchised network and agents, besides call-centre in Operating profit before working capital changes of and internet) and a huge bouquet of travel destinations ` 62,783 Lacs in FY2013, from ` 24,226 Lacs in and holiday options available at all price points. These FY2012. Net Cash used in Investment Activities was factors make us the top-choice tour operator for Indians ` (18,115) Lacs during the year. Key components holidaying abroad and within India. We have strategically include ` (16,949) Lacs of fixed asset purchase, deepened our presence in the Indian market by providing ` (17,190) Lacs of investment in Meininger (to increase travel booking and foreign exchange services to some our stake in the company from 50% to 74%) and the of India’s leading large and mid-sized corporate. Our proceeds of ` 9,083 Lacs from sale of Djoser, our soft corporate relationship provides us a platform to be a preferred tour operator for the MICE and Trade Fairs, adventure holiday business in Netherlands. Net Cash where we organize Incentives Programs, Conferences and Flow from Financing Activities was ` 25,675 Lacs in Events for Corporates. The business also helps us gain mind FY2013, including the equity proceeds from the deal share with the large employee base of these corporate, with CVCI and the interest payout of ` 39,170 Lacs. which converts into retail bookings for leisure holidays.
20 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Below is a summary of our leisure operations across the globe:
Summary of our Leisure business
India We sell holidays under “Cox & Kings” brand and its various sub brands - “Duniya Dekho”, “Bharat Dekho”, “Luxury Escapades”, “Anand Yatra”, “Gaurav Yatra”
Europe We sell premium long haul cultural holidays under the “Cox & Kings” brand and adventure holidays around the world under “Explore” and “Edge” brands in the UK market. We also offer weekend breaks into UK and other European destinations under “Superbreak” brand and ground handling into Europe under “CKDMS” brand. We offer Hotels & Bungalow bookings under the online brands of “Bookit” in Netherlands
Australia Our offering includes outbound holidays in the mid-market segment under the “Tempo” brand, premium holidays under the “Cox & Kings” brand and specialist Scandinavian holiday operations under “BenTours” brand
United States We sell premium long haul holidays under the “Cox & Kings” brand
Dubai We operate under the “Cox & Kings” brand, handling both inbound and outbound traffic, catering to the mid-market segment.
Japan We sell package holidays under white label to various retail travel agents
Education Travel We provide tour packages to students of primary and PGL is the flagship business within our Education travel secondary schools in UK through market leading brands offering. It is a market leading brand in the U.K. providing PGL and NST respectively; and accommodation to student residential outdoor trips to students in over 5000 schools, and youth groups across Europe through the Meininger majority being 8-12 years old primary school students. It chain of hotels across Europe. operates 23 centres (~8900 beds) across UK (16), France
Annual Report 2012-13 21 (6) and Spain (1), with ownership of 19 centres. The size understand their key requirements and concern areas to of our PGL centres ranges from 40 acres to 250 acres. ensure they have a fruitful, enjoyable and hassle-free PGL These centres are equipped with various facilities including experience, right from the day they begin planning a trip, student accommodations, indoor classrooms, meeting which could be 12-18 months in advance. PGL has, over rooms, conference halls, swimming pools, football the last 50 years, been consistently improving on each of pitches and activity areas. The activities at the centres are the business aspects described above, and is today the curriculum based and personality development activities, largest and the best in the business. conducted by professional qualified staff at Government NST is another key brand within the Education business. accredited centres. These trips are conducted during NST is a leading student travel tour operator in U.K., school terms typically from March to October. The normal with secondary school students aged between 11 and duration of our residential outdoor trips is between three 16 years, travelling to destinations across the world, with and five days. During the off-season months, we market a focus on Europe. We design specialized itineraries for our products to various customer segments including such students to encompass a broad range of curriculum scouts, guides, youth groups, unaccompanied children related topics including drama, music, history, and foreign and families that enable us to negotiate the seasonal language. nature of the schools business. The key driver for the demand of such outdoor trips Meininger is the second largest brand by profitability is that they are considered essential, by both the within the Education business. It operates city-centre Government and the teachers, in order to provide hotels for student tour groups (such as the tour groups holistic learning experience to students. The key conducted by NST) and young urban travellers under stakeholders recognize the central role played by Meininger brand, spread across 16 properties (total of outdoor, creative, subject-based, and other activities 7340 beds) in Germany (9 hotels), Austria (4 hotels), in raising achievement at primary school level and London, Amsterdam and Brussels. The operating model how they contribute to a broad and rich curriculum. of the business is unique since our room configuration While about half the students in UK go to one of the is skewed towards multi-bedded configuration (typically 230+ local education authority (LEA) centres (funded four-beds, going up to 8 beds) filled by student groups and operated by local Governments), the rest of the from NST and the likes, while the twin bed, 3 beds and market is served by the private players with PGL having four-bed rooms are occupied by other young urban a significant market share of the pie. travelers, couples, families, businessmen. We are one of the largest such European hotel chains that cater PGL has a differentiated offering in the market with to this twin opportunity of student travel (competing its core focus on Guest Care. Student groups and with various youth hostels) and leisure/business travel their teachers are pleased with the comfortable and (competing with budget hotels). One of the key driving thoughtfully built accommodation facilities, enjoy the forces behind the popularity of such a business model wide choice of meals on offer, appreciate the diligently is that youth groups have, over the last decade or planned activity schedule that meets the objectives for so, raised their expectations of minimum standards such trips and enjoy the fun ambience that is created acceptable to them in a hostel, thereby opening up in the centre at all times. In addition, the teachers newer markets in becoming a more cost effective form are comforted by the fact that a PGL program is of overnight accommodation for families and corporate conducted by highly qualified and experienced activity travelers as well. Our value proposition is offering instructors at the centre, and delivered using top-of-the clean, affordable bed and breakfast accommodation in line equipment infrastructure. Safety of the kids is the city-centre hotels, with an option to upscale to several topmost consideration and the entire PGL staff works to value-added amenities on demand. We operate an asset- maintain the highest safety standards during all times light business model taking properties on a long lease, at the centre. Since our key customer in this business opening up new properties in locations that attract is the school teachers, we are extremely meticulous, to strong student travel traffic.
22 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
In addition to PGL, NST and Meininger, the Education Besides Leisure, Education and Camping holidays, Cox & business comprise EST and Travelplus, niche brands Kings is also present in the Outsourced Visa Processing that cater to students seeking higher education in the business, where we provide outsourced visa processing United Kingdom and German students seeking gap-year services to various diplomatic missions, which include placements, respectively. performing administrative, logistical and technical tasks related to the processing of visas and passports; thereby Camping Holidays allowing diplomatic missions to focus exclusively on We provide premium camping holidays to customers in making determinations as to the applicant’s eligibility. UK through two brands Eurocamp and Keycamp, which Our current contracts include the Indian embassy in Hong are market leaders in the region. In addition, we have Kong, Germany, Greece, Sweden, Israel and operations in a strong presence in other European countries including India for the embassies of Thailand, Japan and Norway. Netherlands, Germany and Ireland. We own approximately 8,300 accommodation facilities (including about 7,000 Cautionary Statement mobile homes). These facilities are spread across popular Statements in the Management Discussion and Analysis camping destinations like France, Italy, Holland, and describing the Company’s objectives, projections, other countries in Europe including Switzerland, Austria, estimates and expectations may be ‘forward looking’ Germany, Croatia and Portugal. within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or We provide a wide range of accommodation choices, implied. In addition, this section uses adjusted profitability ranging from basic one-room mobile homes to three- numbers (EBITDA) at several places to discuss the financial room luxury chalets stylish safari tents. Our camping performance in FY13. This helps readers of the report to sites are equipped with several amenities including appreciate like-for-like indicative performance, assuming swimming pools, restaurants, activity areas, and even for instance, Holidaybreak business (including 100% of golf courses at some sites. We usually enter into Meininger) was consolidated for the entire year in FY12. pitching agreements with the owners of the camping Hence, these numbers in the Discussion below are only sites in order to lease a certain area of the camping indicative in nature and will not be comparable with the site to emplace our mobile homes. The market for actual audited and reported results for FY12 and FY13. camp sites is divided across the value chain, based on site amenities, and the number of 4* and 5* sites with premium amenities are a fraction of the total number of camping sites in France and Italy. We offer camping holidays in some of the most popular 4* and 5* sites in Europe, backed by our deep relationship with site owners and large customer base. Our typical customers are families with school-aged children.
In addition to Eurocamp and Keycamp, we also operate two small specialist brands Ecamp and Eurocamp Independent brands, which sell independent third party camping holidays to our clientele across Europe.
Annual Report 2012-13 23 Directors’ Report
Dear Shareholders, Company’s Performance This year was a satisfactory year for C&K Group, as the Your Directors are pleased to present the 73rd Annual India business continued its stellar performance, and Report and the audited accounts for the financial year ended March 31st, 2013. Holidaybreak Limited was successfully integrated into the C&K fold and FY’13 being the first full year since the Financial Performance acquisition in September 2011.
(` in Lacs) India Business Standalone Results C&K had another great year in the India business. C&K saw Particulars 2012-13 2011-12 healthy growth in Outbound and Domestic travel, within both the leisure retail and corporate MICE category. C&K Net Sales & Other income 39,576 32, 760 growth in the leisure retail business can be attributed to Profit before Taxation 9,940 10, 889 three factors – i) Increased penetration across Tier I cities Provision for Taxation 4,601 3, 119 and smaller towns owing to deeper distribution network ii) Increased market share for organized tour operators, as Profit After Tax 5,339 7, 770 customers increasingly move away from the unorganized Proposed Dividend 1,586 1, 586 travel agency segment iii) Repeat business from existing (inclusive of dividend tax) customers as they travel more frequently than ever before. Earnings Per Share (`) 3.91 5.69 We are seeing a growing trend of customers taking multiple weekend breaks during the year, in addition to Dividend an annual holiday thus accelerating growth. Growth in corporate MICE business has been substantial, as a result The Directors are pleased to recommend a Dividend of 20% of C&K investment into cementing strong relationships (` 1/- per equity share of ` 5/- each) to be appropriated with several respected Indian corporate houses (both from the profits of the financial year ended March 31st, large and mid-sized). 2013, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will Distribution network: be paid in compliance with applicable regulations. The dividend, if declared as above, would involve an outflow Talking about the distribution network, C&K franchised of ` 1,365 Lacs towards dividend and ` 221 Lacs towards network of stores currently reach more than 70 cities, dividend tax, resulting in a total outflow of ` 1,586 Lacs. tapping pent up demand for high quality holiday experience across international and domestic destinations The dividend will be paid to members whose names appear at competitive prices. C&K in-house call centre network, in the Register of Members as on 9th September 2013. In manned by knowledgeable and trained staff, apart from respect of shares held in dematerialised form, it will be paid to assisting customers with their various information needs, members whose names are furnished by National Securities is now getting better traction in converting phone and Depository Limited and Central Depository Services (India) email enquiries into sales. The C&K web portal is well- Limited, as beneficial owners as on that date. equipped to provide comprehensive holiday information to customers, apart from the ability to book online if the The dividend payout for the year under review has been customer chooses to. Strong distribution has helped C&K formulated in accordance with the Company’s policy to expand our reach within the country. pay sustainable dividend linked to long-term performance, keeping in view the Company’s need for capital for its This wide reach has also made C&K a preferred partner growth plans and the intent to finance such plans through for various international and domestic tourism boards internal accruals to the maximum. and other suppliers to promote newer destinations and holiday experience worldwide. Transfer to General Reserve Pursuant to Companies (Transfer of Profits to Reserves) Information Technology Rules, 1975, the Company has transferred ` 401 Lacs to Information technology systems are critical C&K business. General Reserve of the Company. C&K web enabled centralized dynamic packaging
24 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
system offers complete travel solutions to the users for of a larger 830 bed hotel in the same city. As Meininger purchasing any item from an airline ticket, visa, hotel gathers momentum in the European youth and student accommodation, logistic support, to a complete tour travel market and attract more traffic, we believe it package. C&K websites also offers users a choice to makes imminent sense to operate larger hotels resulting purchase any combination of the above and also design in higher margins. their own holiday. C&K believe that with the rise in the number of internet users and better acceptability of the Camping Business internet as a convenient medium for making travel related We had mixed results in Camping business this year. purchases, its technology based business approach is well The Jun-Aug period is the key camping holiday season positioned to capture a whole new client base. in Europe (coinciding with school summer holidays). But, Camping customers in UK, which is the highest C&K strives to launch new services & products through yielding market for the business, replaced their annual its unique technology initiatives. It also continuously camping holiday with the London Olympics, a once-in- keep innovating the existing product offerings to meet a-lifetime experience for most UK citizens. This resulted the changing needs of its customers and to maintain a in a YoY decline in its revenues. We, however softened distinct quality of services in the fast paced travel industry. the impact by controlling the employee and marketing This also helps C&K to differentiate its products vis–a–vis expenses during the business season and subsequent off- the products offered by its competitors. peak months. During the year, we launched a Camping Education Business brochure for the Australian market, distributing the product through our existing distribution network and It was another good year for C&K key education brands, met with encouraging response. viz. PGL and NST. The business further consolidated its market leadership position in the UK schools market, and Other International Leisure Businesses is gradually stepping into the public schools market that is The C&K International Business comprises C&K UK currently catered by the Local Education Authorities (LEA). outbound, Hotelbreaks, Explore soft adventure holidays The business focused on consolidating its operations, to and inbound operations through CKDMS. We managed reduce costs, particularly during the lean business period a flattish FY’13 performance in Europe despite difficult from Oct-Mar. As part of that strategy, PGL closed two economic conditions. In Explore, we consolidated ground smaller centres, one each in UK and France, totaling 300 handling operations in key destinations with other C&K beds, successfully moving the schools business of these operations, driving better bargains to generate savings. two centres into other larger PGL centres nearby, thereby During the year, C&K group leveraged on Superbreak’s reducing centre overheads costs without impacting strong supplier relationship in the UK market (c2000 bookings. Thereby, current PGL bed capacity stands hotels) to obtain better pricing for its leisure tours. C&K at 8900 beds across 23 centres (including 19 owned saw strong growth at its Dubai operations, benefitting centres). from increased inbound business, driven by key C&K Meininger continued its rapid expansion in the European markets of India and Australia. In addition, the outbound market. We opened two new hotels during the year - business from Dubai is also seeing good traction. Business Berlin airport hotel and Amsterdam hotel, together about in Australian operations was soft through the year, 1200 beds across 375 rooms. Apart from healthy first year achieving marginal growth. revenues from the two new hotels in FY’13, Meininger During the year, we concluded the sale of Djoser, our witnessed growth through driving higher occupancies soft adventure holiday business in Netherlands. Djoser, a in existing bedstock. Its deepening ties with leading small-sized operations within the Holidaybreak business, European student tour operators resulted in strong uptick was seeing a declining revenue trend in the face of from that segment. In addition, its popularity among tough business environment and insufficient synergy youth travelers, looking for clean, affordable city-centre opportunities with Cox & Kings Group. The business accommodation, has helped increase business, with was disposed off as the management time being spent bookings done through internet, phone or walk-ins. far outweighed any future improvement in business During the year, Meininger closed down two smaller prospects. hotels in Berlin (450 beds) and replaced it with the signing
Annual Report 2012-13 25 Human Resource Development Details of major subsidiaries of the Company and their C&K draws its strength from a highly engaged and business operations during the year under review are motivated workforce, whose collective passion and covered in the Management’s Discussion and Analysis commitment has helped the Company scale new heights. Report. Individual and organizational capability building remained Credit Rating one of the strategic focus areas in C&K. C&K undertakes organizational development programs that groom Credit Analysis & Research Ltd. (CARE), the Rating Agency, employees to become leaders in their own right. C&K has reaffirmed the Short Term Rating ‘CARE A1+’ (A is also dedicated towards having its middle and senior One Plus) of Commercial Paper (CP) of the Company. It management attend external management programs, also enhanced the Commercial Paper issue carved out of which serve as a valuable resource for personal and sanctioned working capital limit of the Company from the existing 75 Crores to 200 Crores. Instruments with this interpersonal learning. Employees are regularly trained on ` ` rating indicate very strong degree of safety regarding timely new systems to keep them abreast with latest technology. payment of financial obligations and carry lowest credit risk. Trainings like First Aid and CPR, Self Defense and Safety & Fire Prevention are also conducted at regular intervals CARE has removed the “Credit Watch” from the long- to increase social awareness among employees. Focused term rating of the Company and has revised the long- initiatives towards health and safety and other non-work term rating of the Company to ‘CARE AA- (Double A related employee engagement programmes helped Minus)’ from the existing rating ‘CARE AA’ (Double develop the personality and confidence level of the A). Instruments with this rating indicate high safety for employees enhancing their motivation and engagement timely servicing of debt obligations and carry very low with the organisation. credit risk.
Consolidated Financial Statements CARE has also re-affirmed and enhanced the short-term In accordance with the Accounting Standard (AS) -21 bank facilities of the Company from existing ` 45 Crores on Consolidated Financial Statement read with AS-23 to ` 145 Crores. The Rating has been reaffirmed as CARE on Accounting for Investments in Associates and AS-27 A1+ (A One Plus). Instruments with this rating indicate on Financial Reporting of Interest in Joint Ventures, the very strong degree of safety regarding timely payment of audited Consolidated Financial Statements are provided financial obligations. in the Annual Report. The Rating Agency has revised the long-term Bank Subsidiaries facilities to ‘CARE AA- (Double A Minus)’ from the existing rating ‘CARE AA’ (Double A). The long-term Bank facilities In accordance with the General Circular issued by the has been enhanced from existing ` 75 Crores to ` 265.48 Ministry of Corporate Affairs (MCA), Government of Crores. Instruments with this rating indicate high safety India, the Balance sheet, Statement of Profit and Loss for timely servicing of debt obligations and carry very low and other documents of the subsidiary companies are not credit risk being attached with the Balance sheet of the Company. However, the financial information of the subsidiary Other Developments companies is disclosed in the Annual Report in compliance Investment by CVCI, Private Equity fund, in with the said circular. The Company will make available Prometheon Holdings (UK) Limited (PHUK), the Annual Accounts of the subsidiary companies and subsidiary of the Company the related detailed information to any member of the Company who may be interested in obtaining the same. Pursuant to an agreement between CVCIGP II Employee The annual accounts of the subsidiary companies will also Rosehill Limited and CVCIGP II Client Rosehill Limited be kept open for inspection at the Registered office of the (”the Investors”) and PHUK, the investors had subscribed Company and that of the respective subsidiary companies. to the preferred shares issued by PHUK thereby acquiring The Consolidated Financial Statements presented by the significant minority stake in PHUK. The investment Company includes the financial results of its subsidiary proceeds have been largely used to retire part of the debt companies. raised by Prometheon for the Holidaybreak acquisition.
26 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Update on legal proceedings with Indian Railway Auditors and Auditors’ Report Catering & Tourism Corporation (IRCTC) with respect M/s. Chaturvedi & Shah, Chartered Accountants, Statutory to Royale Indian Rail Tours Limited Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, The Royale Indian Rail Tours Limited is 50: 50 joint-venture offer themselves for the re-appointment. The Company has between IRCTC and the Company. The Supreme Court received a certificate from the Auditors to the effect that had directed both the parties to go for arbitration. The their re-appointment, if made, would be in accordance arbitration proceeding has been initiated. At present with Section 224 (1B) of the Companies Act, 1956 and the proceedings are underway as per the directions of they are not disqualified for re-appointment within the Arbitration Tribunal. meaning of Section 226 of the said Act. Your Directors recommend their re-appointment for the ensuing year. Directors In accordance with the provisions of the Companies Act The notes on Financial Statement referred to in the 1956 and Articles and Association of the Company, Mr. Auditors’ Report are self explanatory and does not call for Pesi Patel and Mr. S. C. Bhargava, retire by rotation at any further comment. the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The brief resume of Secretarial Audit Report the aforesaid Directors and other information have been As a measure of good Corporate Governance, the Board detailed in the Notice. of Directors of the Company appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct Directors’ Responsibility Statement Secretarial Audit of the Company. The Secretarial Audit Pursuant to the requirement under Section 217(2AA) Report confirms that the Company has complied with all of the Companies Act, 1956, with respect to Directors’ the applicable provisions of the Companies Act, 1956 Responsibility Statement, it is hereby confirmed that: and Listing Agreements with the Stock Exchanges. The Secretarial Audit Report for the financial year ended a. In the preparation of the annual accounts, the March 31st, 2013 is provided in the Annual Report. applicable accounting standards have been followed and that there are no material departures Fixed Deposits Your Company has not accepted any public deposits and, b. The Directors have selected such accounting as such, no amount on account of principal on interest policies and applied consistently and judgments on public deposits was outstanding as on the date of the and estimates that are reasonable and prudent so Balance Sheet. as to give true and fair view of the state of affairs of the Company as at March 31st, 2013, and of Group the profit of the Company for the year ended on Pursuant to intimation from the Promoters, the names that date of the Promoters and entities comprising “group” are c. The Directors have taken proper and sufficient disclosed in the Annual Report for the purpose of the care for the maintenance of adequate accounting SEBI (Substantial Acquisition of Shares and Takeovers) records in accordance with the provisions of the Regulations, 2011. Act for safeguarding the assets of the Company Particulars of Employees and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. In terms of the provisions of Section 217(2A) of the There are however, inherent limitations, which Companies Act, 1956, read with the Companies should be recognized while relying on any system of (Particulars of Employees) Rules, 1975, as amended, the internal control and records names and other particulars of the employees are set out in the annexure to the Directors’ Report. Having regard d. The Directors have prepared the annual accounts of to the provisions of Section 219(1)(b)(iv) of the said Act, the Company on ‘a going concern basis’. the Annual Report excluding the aforesaid information is
Annual Report 2012-13 27 being sent to all the members of the Company and others Awards and Recognition entitled thereto. Any member interested in obtaining India such particulars may write to the Company Secretary at the Registered Office of the Company. • ‘Best Outbound Tour Operator 2012’awarded by CNBC Awaaz. Management’s Discussion and Analysis Report • ‘Best Outbound Tour Operator’ awarded by The Management’s Discussion and Analysis on Company’s Hospitality India & Explore the World Annual performance – industry trends and other material changes International Awards, 2012 with respect to the Company and its subsidiaries pursuant • ‘Best Travel Company of 2012’ awarded by TAAI to Clause 49 of the Listing Agreement is presented in a Travel Awards, 2012. separate section forming part of the Annual Report. • ‘Best Domestic Tour Operator’ awarded by TAAI Travel Awards, 2012 Corporate Social Responsibility • Best International Tour operator for Wildlife of the Detailed information on the initiative of the Company Year 2012, by The Travel Operators for Tigers (TOFT) towards CSR activities is provided in Social Responsibility section of MDA. • ‘Best Luxury Operator’ at the 2012 Globe Travel Awards Corporate Governance • PATA Gold Award 2012 in the Marketing Media - The Company is committed to maintain the highest Consumer Travel Brochure (BR) category for its entry, standards of Corporate Governance and adhere to the “Luxury Escapades” Corporate Governance requirements set out by SEBI. The • Best Inbound Tour Operator from UK’ awarded by Report on Corporate Governance as stipulated under the Ministry of Tourism, Govt of India (2012-2013) Clause 49 of the Listing Agreement forms part of the Report. Subsidiaries Superbreak The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate • TTG – Agent Website of the Year (Sept ‘12) Governance as stipulated under the aforesaid Clause 49 is • Travel Weekly – Best Operator UK Holidays (Jan ‘13) attached to this Report. • Worldchoice – Voted Best UK Operator Conservation of Energy, Technology Absorption, • SPAA -2012 – Winner of Best Short Break Operator & Foreign Exchange Earnings and Outgo Best Hotel Booking Company
The Company has no activity relating to conversation of Camping energy or technology absorption. The Company continued • British Travel Awards 2012: Best Medium Family Tour to be a net foreign exchange earner during the year. Operator (Eurocamp)
The figures for the foreign exchange earnings and outgo • British Travel Awards 2012: Best Overall Camping and Mobile Operator (Eurocamp) are as follows; • The Camping Division has achieved a five star Foreign Exchange Earnings responsible tourism classification from AITO, the ` 7,812 Lacs (Previous Year- 9,763 Lacs) highest rating achievable • The Camping Division have FSC certification for using Foreign Exchange Outgo paper from approved, sustainable sources ` 663 Lacs (Previous Year- 417 Lacs) Explore (Other than in the normal course of the business as Tour • British Travel Awards 2012: Best Overall Escorted Operator and Foreign Exchange Restricted Authorised Experience Tour Operator for Promoting Responsible Dealer) Tourism
28 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
• British Travel Press Award 2012: Travel Editors Green • UK’s Compass magazine shortlisted (list of 5) for the Award of the Year Consumer Travel Publication of the Year at the British Travel Press Awards (November, 2012) • AITO Awards 2012: Best Innovative Sustainable Tourism Initiative • Won the “International Tour Operators for Wildlife Promotion” award for 2012 at the Travel Operators • Travel Trade Awards 2012: Special Interest Tour for Tigers (TOFT) awards (October 2012) Operator of the Year (Travel Agents’ Choice Awards) & Star Adventure/Activity Holidays Specialist (Travel Cox & Kings, USA: Bulletin Star Awards) • One of the best tour operators in Travel and Leisure's • Explore has achieved a five star responsible tourism Best Awards 2012 for Africa. classification from AITO, the highest rating achievable Acknowledgements and Appreciation Regal Your Directors take this opportunity to thank all • Sport Diver 2012: Best Tour Operator Finalist investors, customers, vendors, banks/financial institutions, regulatory and government authorities • Regal has achieved a three star responsible tourism and Stock Exchanges for their consistent support and classification from AITO encouragement to the Company. The Directors also place PGL on record their sincere appreciation to all employees of the Company for their hard work, dedication and • Youth Sport Trust Business Awards – Winner 2012 commitment. The enthusiasm and unstinting efforts of – For outstanding contribution towards supporting the employees have enabled the Company to remain at young people through the power of PE and sport the forefront of the Industry. • French Tourist Board Schools Operator of the year 2012 • Achieved re-certification of the Carbon Saver Gold For and on behalf of the Board of Directors Standard in March 2012.
Cox & Kings UK Place : Mumbai A. B. M. Good Date : 30th May, 2013 Chairman • Awarded the Best Overseas Tour Operator to India from the UK at the Indian National Tourism Awards (March, 2013)
Annual Report 2012-13 29 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 are disclosed below as at 31st March, 2013:
Sr. Name Shares held No 1. Mr. A. B. M. Good 60,39,832 2. Mr. Peter Kerkar 27,44,672 3. Ms. Urrshila Kerkar 46,39,600 4. Ms. Elizabeth Kerkar 12,74,400 5. Liz Investments Private Limited 1,44,82,526 6. Sneh Sadan Graphics Services Limited 3,35,38,368 7. Kubber Investments (Mauritius) Private Limited 1,83,46,560
30 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Report on Corporate Governance
In accordance with Clause 49 of the Listing Agreement objectives that are in the interests of the Company with Bombay Stock Exchange (BSE) and National Stock and its shareholders and should facilitate effective Exchange of India Limited (NSE), the report containing monitoring. the details of practices followed by the Company on Corporate Governance is as under: B. Board of Directors Board Composition A. Statement on Company’s Philosophy on Code of As on March 31, 2013, the Company has six Directors Governance with a Non-Executive Chairman. Of the six Directors, Your Company believes that effective Corporate one is Whole Time Director, two are Non-Executive Governance is not just the framework enforced by the Directors and three are Independent Directors. The regulation but it is supported through the principles of composition of the Board is in conformity with Clause transparency, unity, integrity, spirit and responsibility 49 of the Listing Agreements entered into with the towards the stakeholders, shareholders, employees Stock Exchanges. and customers. Good Corporate Governance requires competence and capability levels to meet As mandated by Clause 49, none of the Directors the expectations in managing the business and its on the Board are the Members of the more than resources and helps to achieve goals and objectives ten Committees or Chairman of more than five of the organization. Committees across all the public companies in which they are Directors. Necessary disclosures regarding Good Corporate Governance should provide proper Committee positions in other public companies as on incentives for the board and management to pursue March 31, 2013, have been made by the Directors.
Name of Director* Position Directors in other Public Membership/ Companies* Chairmanship in other Companies Committee** Mr. A. B. M. Good Non-Executive Chairman 1 1 Mr. Peter Kerkar Non-Executive Director 2 - Ms. Urrshila Kerkar Executive Director 2 - Mr. Pesi Patel Non- Executive & Independent Director 1 Mr. M. Narayanan Non- Executive & Independent Director 4 4 Mr. S. C. Bhargava Non- Executive & Independent Director 10 3 * The directorship held by Directors as mentioned above, do not include alternate directorship, directorship in foreign companies, companies registered under section 25 of the Companies Act and private limited companies. ** In accordance with Clause 49, Membership /Chairmanship of only the Audit Committee and Shareholders/ Investor’s Grievance Committees in all public limited companies has been considered. No Director is related to any other Director on the prosperity by collectively directing the Company’s Board in terms of definition of ‘relative’ given under affairs, whilst meeting the long-term interests of the Companies Act 1956, except Mr. Peter Kerkar its shareholders and stakeholders. In addition to and Ms. Urrshila Kerkar who are related to each business and financial issues, Board of Directors also other as brother and sister. deals with challenges and issues related to Corporate Governance, Corporate Social Responsibility (CSR) Board Meetings, Board Committee Meetings and corporate ethics. The Board also provides and and Procedures evaluates the strategic direction of the Company, The Board of Directors looks after the affairs of the management policies and their effectiveness Company and are in a position of trust. The Board of and ensures that the long-term interests of the Directors’ key purpose is to ensure the Company’s shareholders are being served. The Board of
Annual Report 2012-13 31 Directors is assisted by the Senior Management The Board of Directors of your Company has Personnel in overseeing the functional matters of prescribed a Code of Conduct for all members of the the Company. The Internal Guidelines for Board/ Board and the Senior Management of your Company. Board Committee meetings facilitate the decision The Code of Conduct is available on your Company’s making process at the meetings of the Board/ website www.coxandkings.com Committees in an informed and efficient manner. All the members of the Board and the Senior Scheduling and selection of Agenda Items for Management personnel of your Company have Board Meetings: affirmed their compliance with the Code of Conduct for The Meetings of the Board of Directors are scheduled the year ended March 31, 2013. A declaration signed well in advance and generally held at the Company’s by the Executive Director and Chief Financial Officer Registered Office in Mumbai. The notice confirming (CFO) to this effect is attached to the Annual Report. the meeting and the detailed agenda is sent 7 days in Board Meetings advance to all the Directors. Senior Management of Six Board Meetings were held during the year. The the Company is invited to attend the Board Meetings, Board of Directors of your Company met on May 15, to make presentations and provide clarifications as 2012, August 13, 2012, August 14, 2012, September and when required. The Board meets at least once 28, 2012, November 9, 2012 and February 8, 2013. a quarter to review the quarterly performance and The last Annual General Meeting of the Company approves the financial results. was held on September 28, 2012. All material information is incorporated in the Agenda Director No. of No. of Whether for facilitating meaningful and focused discussions at Board Board Last AGM the meeting. Where it is not practicable to attach Meetings Meetings Attended any document to the agenda, the same is tabled Held Attended (Yes/No) before the meeting with specific reference to this effect in the Agenda. In special and exceptional Mr. ABM Good 6 6 Yes circumstances, additional or supplementary item(s) Mr. Peter Kerkar 6 6 Yes on the Agenda are permitted. Ms. Urrshila Kerkar 6 4 Yes The Company Secretary records the minutes of the Mr. Pesi Patel 6 5 Yes proceedings of each Board and Committee meeting. Mr. M. Narayanan 6 6 Yes Drafted minutes are circulated to all the members Mr. S.C. Bhargava 6 6 Yes of the Board/Committee for their comments. The minutes are entered in the Minutes Book within 30 Note: Video /teleconferencing facilities are also used days from conclusion of each meeting. to facilitate Directors travelling abroad or at other locations to participate in the meetings. The important decisions taken at the Board/ Committee meetings are communicated to the Board Committees departments/divisions concerned, promptly. Action In compliance with both the mandatory and taken and report on the decision/minutes of the non-mandatory requirements under the Listing previous meeting(s) is placed at the immediately Agreement, and the applicable laws, the Board of succeeding meeting of the Board/Committee for Directors of your Company has constituted the noting by the Board/Committee. following Committees: The Company Secretary, while preparing the • Audit Committee Agenda, Notes on the Agenda, Minutes, etc. of • Shareholders’ /Investors’ Grievance Committee the meeting(s), is responsible for and is required to ensure adherence to all the applicable laws and • Remuneration /Compensation Committee regulations including the Companies Act, 1956, read (i) Audit Committee with the Rules issued there under and the Secretarial The Audit Committee of the Company is Standards recommended by the Institute of Company constituted in line with the provisions of Clause 49 Secretaries of India. of the Listing Agreement and Section 292A of the
32 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Companies Act 1956. The Audit Committee has Sr. Name Category No. of No. of been granted powers as prescribed under clause No Meetings Meetings 49 II (C) of the Listing Agreement. Generally, all Held Attended the items listed in Clause 49 II (D) are covered in 1 Mr. M. Narayanan Independent, 5 5 the terms of reference and inter-alia includes: (Chairman) Non-Executive • Overseeing of the Company’s financial 2 Mr. Pesi Patel Independent, 5 4 reporting process and the disclosure of its Non- Executive financial information to ensure that the 3 Mr. S. C Bhargava Independent, 5 5 financial statements are correct, sufficient Non- Executive and credible. 4 Mr. A. B. M. Good Non 5 5 • Recommending to the Board, the Independent, appointment, reappointment and if Non- Executive required, the replacement or removal of Statutory Auditors and fixation of audit fees. The Audit Committee of the Company met 5 times • Approval of payment to Statutory Auditors during the year 2012-13: May 15, 2012, August 13, for any other services rendered by the 2012, August 14, 2012, November 9, 2012 and Statutory Auditors. February 08, 2013. • Reviewing with the management, the annual (ii) Shareholders /Investors’ Grievance financial statements before submission to Committee the Board for approval, with special emphasis The objective of the Shareholders’/Investors’ on accounting policies and practices, Grievance Committee of the Company is to attend compliance and other legal requirements and redress shareholders/investors grievances concerning financial statements. relating to transfer of shares, Non-receipt of • Review the adequacy of internal audit declared dividends, Non-receipt of Annual function, significant internal audit findings Reports, all such complaints directly concerning and follow-ups thereon. the shareholders/investors as stakeholders of • Review of Management Discussion and the Company. The Committee oversees the Analysis. performance of the Registrar and Transfer • Review of Material Individual Transactions with Agents of the Company and recommends related parties not in normal course of business measures for overall improvement in the or which are nor on an arms length basis. quality of investor services. The Committee also • Review of financial statements and monitors implementation and compliance of the investment of unlisted subsidiary companies. Company’s Code of Conduct for Prohibition of • Review of uses/application of funds raised Insider Trading in pursuance of SEBI (Prohibition through an issue (public issue, rights issue, of Insider Trading) Regulations, 1992. The Board preferential issue etc.). has delegated the power of approving transfer of securities to the Committee. The Audit Committee invites such of the executives, as it considers appropriate (more particularly the The status report on the number of shareholder head of the finance functions), representatives of complaints/request received and replied by the the Statutory Auditors and Internal Auditors to be Company during the year under review and break up present at its meeting. The Company Secretary acts is as under: as the Secretary to the Audit Committee. A summary statement of transactions with related Sr. Type of Complaints No. of No. Complaints parties was placed periodically before the Audit Committee during the year. Suitable disclosures have 1 Status of Application lodged in Public issue 1 been made in the financial statements. 2 Non- receipt of Dividend warrant 17 The composition of the Audit Committee and the details 3. Receipt of Indemnity Bond for issue of 1 of meeting attended by its members are given below: duplicate refund orders
Annual Report 2012-13 33 Sr. Type of Complaints No. of • Such other matters as the Board may from No. Complaints time-to-time request the Remuneration/ Compensation Committee to examine and 5 Receipt of dividend warrant for revalidation 2 recommend/approve. 6 SEBI Complaints 4 Remuneration Policy 7 Stock Exchange Complaints 1 The Company pays remuneration by way of 8 Non – receipt of Annual Reports 4 salary, benefits, perquisites and allowances (fixed 9 Non- receipt of Share Certificates/Non- 4 component). Annual increments are decided by the receipt of duplicate share certificates Remuneration Committee within the salary scale approved by the members and are effective April 1st, 10 Others 18 each year. Total 52 Remuneration to Non-Executive Directors There were no outstanding complaints as on Non-Executive Directors of the Company play a crucial March 31st, 2013. role in the independent functioning of the Board. They bring in an external perspective to decision-making The composition of the shareholders and Investors and provide leadership and strategic guidance while Grievance Committee and the details of meeting maintaining objective judgments. They also oversee attended by its members are give below: Corporate Governance framework of the Company. Sr. Name of Director Executive/Non No of No of Sitting fee: Non-Executive Directors are paid sitting No Executive Meeting meeting fee of ` 20,000/- for attending each meeting of the held attended Board and ` 10,000/- per Committee Meeting. 1 Mr. Pesi Patel Independent, 1 1 Commission: Two Independent Directors are paid (Chairman) Non- Executive commission amounting to ` 7,00,000/- on an 2 Mr. M. Narayanan Independent, 1 1 annual basis and the total commission payable Non- Executive to such Directors does not exceed 1% of the net 3 Mr. S. C. Bhargava Independent, 1 1 profits of the Company. Non- Executive Sitting Fees and Commission paid to Non- 4 Mr. A. B. M. Good Non Independent, 1 1 Executive Directors during the year 2012-13 are Non- Executive as detailed below: (excluding reimbursement of travel and other expense incurred for the Companies The Shareholders’/Investors’ Grievance Committee met business) 1 time during the year 2012-13 on 28th March, 2013. (Amounts in `) (iii) Remuneration /Compensation Committee Name Sitting Fee Commission Total Fee Paid The Company has Remuneration/ Compensation Committee of Directors. The broad terms of Mr. Pesi Patel 1,50,000 NA 1,30,000 reference of the Remuneration/ Compensation Mr. M. Narayanan 1,80,000 7,00,000 8,80,000 Committee are as under: Mr. S. C. Bhargava 1,80,000 7,00,000 8,80,000 • To approve the annual remuneration plan Mr. ABM Good 1,80,000 NA 1,80,000 of the Company. Mr. Peter Kerkar 1,30,000 NA 1,50,000 • To approve the remuneration and commission/incentive payable to the None of the Directors are entitled to any benefit upon Executive Director for each financial year. termination of their association with our Company. • To approve the remuneration and annual Remuneration to Executive Director performance bonus payable to the Chief Financial Officer of the Company for each The details of remuneration paid to the Executive financial year. Director during the year ended March 31st, 2013:
34 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Particulars In ` One Meeting of the Remuneration/Compensation Committee was held during the year on August 13th, Salary (HRA, bonus, business meeting expenses) 14, 250, 000 2012. Perquisites (Car, holidays) 1, 072, 000 Total 15, 322, 000 Code of Business Conduct & Ethics for Directors / Management Personnel: The Company has no stock plans for the Directors. The Code of Conduct for the Directors and During the year under review, none of the Directors Management Personnel as adopted by the Board of was paid any performance-linked incentive. Directors of the Company is a comprehensive Code Further, there are no pecuniary relations or applicable to all the Directors and Management transactions between the Independent Directors and personnel. A copy of the Code has been put on the Company, except for the sitting fees and commission Company’s website. The Code has been circulated drawn by Non-Executive and Independent Directors to all the Directors and Management Personnel and for attending meeting of the Board and its compliance of the same is affirmed by them annually. Committee(s) thereof. Subsidiary Monitoring Framework The details of number of shares held by the Non- All subsidiary companies of the Company are Executive Directors in the Company are as under: managed with their Boards having the rights and Name of Director Category No. of obligations to manage such Companies in the best shares held interest of their stakeholders. The Company monitors Mr. A.B.M.Good Non-Executive 60,39,832 performance of subsidiary Companies, inter alia, by Chairman the following means: Mr. Peter Kerkar Non-Executive 27,44,672 (a) Financial statements, in particular the Director investments made by the unlisted subsidiary companies, are reviewed quarterly by the Audit Mr. Pesi Patel Independent 1,68,904 Committee of the Company. Director (b) All minutes of Board meetings of the unlisted Apart from the above, none of the Non-Executive subsidiary companies are placed before the (including Independent) Directors hold any shares (as Company’s Board regularly. own or on behalf of the other person on beneficial (c) A statement containing all significant basis) in the Company. transactions and arrangements entered into The composition of the Remuneration/Compensation by the unlisted subsidiary companies is placed Committee and the details of the meetings attended before the Company’s Board. The Company does by its members are given below: not have any material unlisted Indian subsidiary and hence, is not required to nominate an Sr. Name of Director Executive/ Meetings Meetings Independent Director of the Company on the No Non Executive Held Attended Board of such subsidiary Company. 1 Mr. Pesi Patel Independent, 1 1 (Chairman) Non-Executive General Shareholders Information: 2 Mr. M. Independent, 1 1 General Body Meeting Narayanan Non-Executive 73rd Annual General Meeting 3 Mr. S. C Bhargava Independent, 1 1 Non-Executive Day/Date : Tuesday, September 17th, 2013 4 Mr. A. B. M. Good Non 1 1 Time : 10.30 am Independent, Venue : Walchand Hirachand Hall, Non- Executive 4th Floor, Indian Merchant Chambers, Director IMC Building, 5. Mr. Peter Kerkar Non-Executive 1 1 IMC Marg, Churchgate, Director Mumbai - 400 020
Annual Report 2012-13 35 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 special resolutions passed there are given below:
Year Date Venue & Time Summary of Resolution Passed 2011-2012 AGM held on Y.B. Chavan Auditorium, Special Business: September 28th, Gen. J. Bhosale Marg, Re-appointment of Whole Time Director 2012 Opp. Mantralaya, Raising of Resources through Issue of Securities Nariman Point, Authority to the Board Under Section 293(1)(d) of Mumbai - 400 021 at 10.30 a.m. the Companies Act, 1956 to borrow in excess of the present limit: Authority to the Board Under Section 293(1)(a) of the Companies Act, 1956 for creation of charge/ mortgages Utilisation of IPO Proceeds 2010-2011 AGM held on Y.B. Chavan Auditorium, Special Business: September 29th, Gen. J. Bhosale Marg, Revision in remuneration of Whole Time Director 2011 Opp. Mantralaya, Nariman Point, Mumbai - 400 021 at 10.30 a.m.
2009-2010 AGM held on Indian Merchant Chambers, Special Resolution: September 18th, IMC Bldg., IMC Marg, Churchgate, Payment of Commission to Non- Executive Directors 2010 Mumbai - 400 020 at 11.00 am
Dates of Book closure The Register of Members and Share Transfer Books will remain closed from 10th September, 2013 to 17th September, 2013 (both days inclusive) to determine the entitlement of shareholders to receive the final Dividend as may be declared for the year ended March 31st, 2013. Dividend Payment Date The Board of Directors has recommended 20% (twenty per cent) final dividend for the financial year 2012-13. The final dividend, if declared, shall be paid /credited by 23rd September, 2013. Financial Calendar (tentative): The tentative calendar for declaration of results for the financial year 2013-2014 is as under:
For Quarter ending- June 30th, 2013 Before August 15th, 2013 For Quarter ending- September 30th, 2013 Before November 15th, 2013 For Quarter ending- December 31st, 2013 Before February 15th, 2014 For Quarter ending- March 31st, 2014 Before May 31st, 2014
Listing on Stock Exchanges: As on 31st March, 2013, the securities of the Company are listed on the following exchanges:
Scrip Code ISIN Bombay Stock Exchange 533144 INE008I01018 National Stock Exchange COX&KINGS INE008I01018 Luxembourg Stock Exchange CoxKings GDR ne US2238991051
36 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Listing fee for the year 2013-14 has been paid to all the Stock Exchanges (both domestic and international) where the Company’s securities are listed. Equity Shares and Global Depository Receipts (GDR) Registrar and Transfer Agents 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
Overseas Depository (GDR) Citibank N.A. Depositary Receipt Services 388 Greenwich St. New York NY 10013
Domestic Custodian (GDR) Citibank N.A. (Mumbai) 81 Dr. Annie Besant Rd. Worli, Mumbai, India 400 018 India
For Debt Securities: Debenture Trustees: Axis Trustee Services Limited Axis House, 2nd Floor, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai- 400 025
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. Quarterly, half-yearly and annual financial results are published in leading dailies. Audit Committee of the Company 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 the news releases and presentations made at investor conferences and to analysts are posted on the Company’s website www.coxandkings.com.
Quarterly Results: quarterly results are published in widely circulated national newspapers. 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” 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, inter alia, Audited Annual Accounts, consolidated financial statements together with Directors’ Report, Auditors’ Report and other important information are circulated to members and
Annual Report 2012-13 37 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). As a continuing endeavor toward the “Go Green” initiative, the Company has sent annual report and intimation of dividend declared to those shareholders whose e-mail addresses were made available to the Depositors or the Registrar and Transfer Agents. Shareholders are requested to support the Green Initiative by registering /updating their email addresses for receiving the electronic communication. Designated exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing: • for queries on Annual Report: [email protected] • for institutional investors / analysts queries: [email protected] Unclaimed Dividend Section 205A of the Companies Act, 1956, mandates the Company to 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). Accordingly, 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 transfer 2011-12 Final ` 1 per share (on the face 28th September, 2012 27th September, 2019 value of ` 5 per share) 2010-11 Final ` 1 per share (on the face 29th September, 2011 28th September, 2018 value of ` 5 per shares) 2009-10 Final ` 1 per share ( on the face 18th September, 2010 17th September, 2017 value of ` 10 per share)
Equity Shares 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 31st, 2013: Particulars No. of Share No. of Equity Holders Shares Aggregate Number of shareholders and the outstanding shares in the 15 1680 suspense account lying as on April 1st, 2012 Number of shareholders who approached the Company for transfer of Nil Nil shares from suspense account during the year Number of shareholders to whom shares were transferred from the Nil Nil suspense account during the year Aggregate Number of Shareholders and the outstanding shares in the 15 1680 Suspense Account lying as on March 31st, 2013 . Dematerialization of Shares: 99.7% of the Company’s paid up capital has been dematerialized up to March 31st, 2013. Trading of equity shares of the Company is permitted only in demateralized form.
Sr. No Category No. of Holders Total Shares % To Equity 1 Physical 6 410,994 0.30% 2 N S D L 20,448 132,909,795 97.35% 3 C D S L 8,891 3,207,101 2.35% Total 29,345 136,527,890 100.00%
38 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Other Information Related Party Disclosure 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.
The Company’s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered based on the considerations of various business exigencies such as synergy in operations, sectoral specialization and the Company’s long-term strategy. All the related party transactions are negotiated on arms length basis and are intended to further the interest of the Company.
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, and will be sent to the stock exchanges along with the Annual Report to be filed by the Company.
Risk Management Policy The Company has a comprehensive risk management policy and the same is periodically reviewed by the Audit Committee & Board of Directors of the Company. Pursuant to RBI Master Circular No.10/2012-13 dated July 2nd, 2012, the Company had obtained a certificate from the Statutory Auditors certifying that the Company has compliant with KYC/ AML/ CFT guidelines issued by the RBI from time-to-time.
Non-Mandatory Requirement 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.
Though there is no formal Whistle Blower Policy, the Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the Board of Directors of the Company. Company has duly constituted a Remuneration Committee.
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 31st, 2013, represent 1,413,863 equity shares constituting 1.03% 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.
Annual Report 2012-13 39 Stock Market Price Data from 01st April, 2012 - 31st March, 2013
Month BSE NSE High Price Low Price High Price Low Price April 2012 169.80 122.50 169.9 122.3 May 2012 160.70 135.15 160.75 135.00 June 2012 150.50 119.00 150.5 119.05 July 2012 143.00 121.65 143.25 120.1 August 2012 156.00 123.75 155.00 123.15 September 2012 147.00 126.50 146.9 126.35 October 2012 145.90 136.10 145.8 136.00 November 2012 153.00 133.05 151.00 133.00 December 2012 149.35 134.00 149.3 133.3 January 2013 139.15 130.10 140.00 130 February 2013 136.30 121.00 136.4 120.7 March 2013 147.05 120.45 146.40 120.30
BSE April 2012 to March 2013 Sexsex 25000 210.00
19,339.90 19,894.98 190.00 18,762.74 18,835.77 20000 17,236.18 16,218.53 19,426.71 18,505.38 18,861.54 170.00 17,318.81 17,429.98 17,429.56 15000
Numbers 152.01 149.35 Numbers 150.00 144.11 142.09 143.57 141.82 145.18 137.03 135.38 143.25 134.65 133.95 135.00 132.21 137.51 138.07 138.99 137.73 10000 130.00 130.79 133.03 129.91 128.72 128.30 128.55
110.00 5000 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13
S & P NSE April 2012 to March 2013 CNX NIFTY 7000 220.00
5879.85 6034.75 200.00 5703.30 6000 5682.55 5229.00 4924.25 5905.10 5693.05 180.00 5619.70 5000 5248.15 5278.90 5258.50 160.00 151.97 Numbers 149.33 4000 Numbers 143.92 142.10 143.46 141.67 145.12 136.93 140.00 143.35 134.52 134.00 134.90 134.95 137.28 137.97 138.86 137.66 132.17 132.85 129.81 128.66 130.46 128.26 128.43 3000 120.00
100.00 2000 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13
40 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Shareholding Pattern as on 31st March, 2013
Shareholders No. of Shares % Promoter and Promoter Group Holding 81,065,958 59.38% Foreign Institutional Investor 22,496,757 16.48% Mutual Funds 7,235,010 5.30% Bodies Corporate 10,863,464 7.95% Resident Individuals 8,808,485 6.45% Foreign Corporate Bodies 857,296 0.63% Others 5,200,920 3.81% Total 136,527,890 100%
shareholding as on 31st March, 2013 0.63% 7.95% 6.45% 5.30% 3.81%
16.48% Promoters Foreign Institutional Investor Mutual Funds Bodies Corporate 59.38% Resident Individuals Foreign Corporate Bodies Others
Distribution Schedule as on 31st March, 2013
Category (Amount) No. of Cases % of Cases Total Shares Amount % of Amount 1 - 5000 28,376 96.70% 4,121,893 20,609,465 3.02% 5001 - 10000 378 1.29% 576,195 2,880,975 0.42% 10001 - 20000 198 0.67% 583,423 2,917,115 0.43% 20001 - 30000 95 0.32% 480,195 2,400,975 0.35% 30001 - 40000 45 0.15% 319,578 1,597,890 0.23% 40001 - 50000 28 0.10% 261,796 1,308,980 0.19% 50001 - 100000 81 0.28% 1,110,673 5,553,365 0.82% 100001 & Above 144 0.49% 129,074,137 645,370,685 94.54% Total 29,345 100% 136,527,890 682,639,450 100%
Annual Report 2012-13 41 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 31st March, 2013.
For Cox & Kings Limited
Urrshila Kerkar Whole Time Director
Mumbai, 30th May, 2013
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 2012-13 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 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, 2013
42 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Auditors’ Certificate
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 2013, 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 abovementioned 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 Chaturvedi & Shah (Firm Registration No. 101720W) Chartered Accountants
Amit Chaturvedi (Partner) Membership No: 103141
Place: Mumbai Date: 30th May, 2013
Annual Report 2012-13 43 Company Secretarial Compliance Certificate
To,
The Board of Directors, COX & KINGS LIMITED
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 there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2013 (Period 01/04/2012 to 31/03/2013). In our opinion and to the best of our information and according to the examinations carried out by me and explanations furnished to me by the Company, I am of the 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 maintained in electronic/physical mode in accordance with the requirements. 3. All the requisite forms, returns and documents required under the Act and Rules made there under have been filed with the Registrar and other authorities as per the requirements. 4. The Board of Directors duly met Six times in respect of which meetings, proper notices were given and the proceedings were properly recorded, signed and maintained in loose leaf form which is binded periodically. 5. The Annual General Meeting for the financial year ended 31st March, 2012 was held on 28th September, 2012 after giving due notice to the members of the Company, and the resolutions passed thereat were duly recorded in the Minutes Book maintained in loose leaf form and binded periodically. 6. The Board of Directors of the Company was duly constituted. There was no appointment of additional directors, alternate directors and directors to fill casual vacancy during the financial year. Also there was no resignation. 7. There was no allotment / transfer / transmission of securities during the financial year. 8. The Company has not altered the provisions of Memorandum of Association and Articles of Association of the Company. 9. Dividend has been declared during the year. The requirement relating to transfer of unpaid dividends to the Investor Education and Protection Fund has been complied with. 10. The Company has filed all the required documents with the Stock Exchanges as per the Listing Agreement.
Virendra G. Bhatt Practising Company Secretary Place: Mumbai ACS – 1157 Date: 30th May, 2013 CP-124
44 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Corporate Social Responsibility Report
Cox & Kings remains committed to making a positive aim of providing primary education to underprivileged impact on the society by investing financial and human girl children in India. C&K adopted a primary school capital in the issues that matter to society at large. In in Nasik, where the Company supports 200 girl particular, we’ve focused our efforts on: children per year from Std. 1 – IV. The Company has a. Improving health and education in communities, committed to sponsor the school for 5 years. so that future generations have opportunities for The donated amount is used for the school’s academic professional and personal growth support and the Nanhi Kali Kit includes uniforms, b. Improve environment, promotion of greener notebooks, stationery and hygiene material. It is travel options and awareness initiative towards also used for social and moral support like sports, environmental schemes competitions, celebrations, communication, consumables, stationary and for personnel cost. c. Providing a safe workplace while promoting professional development d. C&K supports the charity Magic Bus Foundation. It is a charity set up with the goal of giving street children d. Maintaining high standards of business conduct an opportunity to develop through learning more Keeping with the commitment towards contribution to about themselves and their environment. To this the society, C&K and its employees continue to support end, the charity organises various activities including and have partnered with the NGOs to make a positive sports and outdoor recreation. The children benefit impact to the society at large. Our Employees are the from the change of environment and the input of backbone of these initiatives and volunteer their time and highly trained mentors. contribute their skills to implement them. e. C&K supports Cankids-Kidscan, a unit of the Indian C&K community initiative focuses on key areas of Children Cancer Society, which is a family support group for & Women Welfare and Environment & Society at large. children suffering from cancer and their families. This year too, as in the past, C&K helped Cankids CHILDREN AND WOMEN by celebrating International Childhood Cancer Day a. C&K supports Make-A-Wish Foundation of India for children aged between 5 & 10 years along with (MAKWF - I), an NGO that is dedicated towards their parents, guardians and siblings. C&K sponsored granting wishes of children with life threatening & assisted in the organisation of events in Delhi, medical conditions. This association has been going Mumbai, Madurai, Pondicherry, Rohtak, Lucknow, strong since 2008. C&K is also the official travel Patna, Kolkata, Nagpur & Trichy. This year’s theme partner to MAWF and sponsors ‘Travel Wishes’ of was “LOVE CURES CANCER”! Events included film the children within India. It arranges for the travel & screenings, picnics, cultural programmes, sports day, boarding of the “Wish Child” and the family members rally (Walkathon) to spread the message, distribution travelling with them. of snacks and goodie bags. b. Since 2011, C&K is supporting the Ankur-Asmita f. This year for the Independence Day, C&K organised a Project of Committed Communities Development shopping festival across its offices in order to support Trust (CCDT), a voluntary trust that works extensively various NGOs working towards the betterment of with families infected/affected by or at risk of HIV/ Women & Children across the Country. The shopping AIDS. CCDT has focused its energies in addressing event was held in C&K’s Ahmedabad, Bangalore, the needs of vulnerable children living in the red light Chennai, Delhi, Hyderabad, Jaipur, Kerala, Kolkata, areas. ASHRAY and ANKUR ASMITA, are temporary Pune and Mumbai offices. The NGOs supported for Crisis Intervention Centres (CIC) set up by CCDT the same were Day Care Centre for Handicapped in 1995 and 2000, respectively, to respond to the Children - Unit of Blind People’s Association, Belaku special needs of these children. Trust, Hope foundation, THES Club – (The Healthy Environment & Society Club), SEWA, Umang, Ankur-Asmita Centre is meant to ensure the Don Bosco Sneha Bhavan Orphanage, All Bengal protection of children, especially those who are Women’s Union Organisation, Aseema, Under The orphans and vulnerable. C&K contributes towards Mango Tree and Seva Sahayog. the upkeep of this centre and its young inmates. g. C&K supports Akansha Foundation, a non-profit c. C&K supports Project Nanhi Kali, a NGO initiated by organization that works for children from low- the K. C. Mahindra Education Trust (KCMET) with the income communities, enabling them to maximize
Annual Report 2012-13 45 their potential and transform their lives. The NGO e. C&K participated with 44 runners in the ‘Standard primarily is in the field of education, addressing non- Chartered Mumbai Marathon 2013’ (SCMM formal education through the Akanksha center and 2013), raising funds for three NGOs – Om Creations also formal education by initiating school re-form Trust, Care India Foundation and Think Foundation. through The School Project. i. Om creations Trust is an NGO that works h. C&K supports United Orphanage for the disabled. with developmentally challenged women in the United Orphanage is a home that renders yeoman age group of 20 to 53 years. The organisation service to the homeless and the mentally ill in is run on the conviction that with professional Coimbatore. training and support, women born with Down’s syndrome and other mental disabilities can SOCIETY imbibe professional skill sets and become a. C&K held blood donation drive in its Mumbai, productive contributors. Bangalore, Delhi, Chennai and Kolkata offices. The initiative was held in collaboration with ii. Care India Foundation is an NGO that focuses Think Foundation, an NGO dedicated to helping on the empowerment of women and girls Thalassemia children. Think Foundation works in because they are disproportionately affected the areas of Blood Donation, Platelet Donation, by poverty and discrimination; and suffer abuse Thalassemia Minor for prevention of Thalassemia and violations in the realisation of their rights, Major by creating awareness and providing a facility entitlements and access and control over for testing of Thalassemia Minor and Thalassemia resources. Major by providing holistic care for children suffering iii. Think Foundation is an NGO dedicated to from Thalassemia Major. Think Foundation was C&K’s helping Thalassemia children. Think Foundation source for various NGOs and groups like Indian Red works in the areas of Blood Donation, Platelet Cross Society, Sankalp India Foundation, Rotary Club Donation, Thalassemia Minor for prevention of of Delhi South East and The Madras Voluntary Blood Thalassemia Major by creating awareness and Bureau. providing a facility for testing of Thalassemia b. C&K supports India Vision Foundation for the Minor and Thalassemia Major by providing same occasion in Delhi. India Vision Foundation holistic care for children suffering from is an NGO based and headquartered in New Thalassemia Major. Delhi. It is committed to re-build the lives of the f. C&K also participated in the PUMA Urban imprisoned and those whose families have a history Stampede 2013. It was a charitable event with the of incarceration from Central Prison, Tihar Jail. The chosen charity partner this year as Think Foundation. NGO’s primary objective is to provide their target The event was an attempt to create a culture of population with social skills, vocational training and fitness and team spirit in corporates. ample opportunity, increasing their employability and enabling their smooth transition to becoming g. The team of C&K in Chennai participated in ‘mainstream’. C&K supported both the NGOs by a Corporate Cricket League Tournament organizing a sale of products in Mumbai during the organised by Hope Foundation. HOPE Foundation, festival of Raksha Bandhan in the month of August. through its centre of HOPE at Chennai, imparts education to children from slums, trains young c. C&K supported Adore Charities for their event Adore men and women in computers and takes care of Mela in Oct 2012. ADORE Charities works for a good AIDS affected children and spreads awareness of cause, be it any cause. It strives to extend a helping HIV/AIDS among others. C&K won the tournament hand to all. It also organises Adore Mela every year, against other players. which is a free platform to NGO’s to sell articles made by inmates. h. Once again this year, October was a special time for C&K celebrating ‘C&K Cares’ week when its d. C&K supported cancer patients from Cancer Patients employees donated clothes, shoes, toys, mats, Aid Association to the NGO. Cancer Patients Aid bedsheets, study material, utensils, toiletries, books Association (CPAA) is a registered charitable non- and so much more to our various partner NGOs. governmental organisation (NGO) working towards ‘C&K Cares’ week was held across the country in all the Total Management of Cancer as a disease. its Centre’s.
46 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
i. C&K Group have also supported the following in the office. Specific initiatives include reducing energy charitable organizations: and water usage, reducing general office waste, improving recycling capabilities and reducing paper i. Lone Buffalo Foundation – education for children usage. Environmental messages are communicated to project in Laos staff through staff forums, intranets, posters and emails. ii. Friends of Conservation – to protect the Masai Most businesses have their own environmental policies Mara in Kenya with specific targets for carbon reduction and details of awareness initiatives. iii. Born Free Foundation – Wildlife protection, UK Our UK leisure division, Explore and Camping division, iv. The Travel Foundation – sustainable tourism recently received AITO’s five star responsible tourism projects classification, the highest rating achievable. v. Education for All Morocco Ltd. – providing Environmental initiatives taken by other divisions are higher education for girls in rural Morocco outlined as under: vi. The Hope Foundation – based in Scotland for Education Division Indian street children The Education Division continues to use a waste consultant vii. Cheshire Police to benchmark waste streams across the UK (landfill volumes, percentage of recycling etc.) and to review viii. Calerdale Breast Cancer Fashion Show individual PGL Centre practices. As a result, NST have ix. Christies Cancer Hospital introduced a rolling programme to replace halogen with LED bulbs and PGL has implemented a range of projects x. Breast Cancer Charity to reduce energy consumption including the installation PGL’s bursary, which was established to help subsidies of video conferencing facilities at all offices and centres the cost of participation by pupils whose parents cannot to reduce the amount of travel for cross site internal afford the full price of a PGL trip, provided 675 places meetings. A 47% average recycling rate for all centres during the year. was achieved in 2012, with some centres achieving 60%. PGL are targeting a 55% recycling rate for all centres for ENVIRONMENT: 2013, or a 5% improvement if already over this level. The C&K believes it is in the Group’s best interest to be aware division is now using video conference facilities at all its of, and seeks to minimise, the risks arising from the social Head Offices and Centres in the UK and Overseas. On and environmental impact of its activities. We, therefore, average between 5 and 10 meetings per week are being commit to the following environmental policy: held using video conferencing, creating significant savings a. Provide responsible tourist advice to customers in travel time and costs and reducing carbon emissions. PGL also achieved re-certification of the Carbon Saver b. Ensure employees are made aware of environmental Gold Standard in March, 2012. issues through guides, manuals and training and that they act with these in mind when making decisions, Adventure Division investigating alternatives and planning various Our UK leisure division, Explore, was recognised with aspects of the product and service several environmental awards, including the Virgin c. Ensure that employees are appropriately trained and Holidays Responsible Tourism Award, 2012, for Best motivated to apply this policy in their daily work Tour Operator for Promoting Responsible Tourism and The British Travel Press Award, 2012, Travel Editors d. Promote awareness of environmental issues with Green Award of the Year. Explore have introduced a suppliers “Responsible Business Forum Newsletter” designed to e. Review and update the approach to the environment engage staff in environmentally responsible business on an annual basis practices. In 2012, Explore won the AITO Award for Best Innovative Sustainable Tourism Initiative. C&K is committed to the disposal and management of waste in a responsible manner. We have water and Camping Division energy saving systems at our office sites. The Camping Division offers a similar carbon offset scheme C&K is dedicated to the implementation of environmental to Explore through Cool Earth, to support rainforest projects awareness initiatives to help reduce energy consumption in Peru, Brazil and Ecuador and through Climate Care.
Annual Report 2012-13 47 The Camping Division is one of the only travel Open door policy: The open door policy is available to organisations to achieve accreditation with the Forest all employees that encourages staff to raise genuine Stewardship Council (FSC) – a status it has continued to concerns about malpractice. hold. FSC is an independent non-governmental, not-for- Equal opportunities policy: C&K is committed to the profit organisation established to promote the responsible principle of equal opportunity in employment and management of the world’s forests. The division prints customer service, regardless of a person’s sex, marital all its brochures and printed material on FSC paper status, race, colour, disability, sexual orientation, age, from sustainable forests. The division has placed greater nationality, ethnic origin, religion or belief. We will, emphasis on repairing and refurbishing mobile-homes, therefore, apply policies, which are fair, equitable and rather than disposing and replacing them. Courier bicycles consistent. In employment terms, our policy will ensure are now repaired where possible, reducing wastage from that all employees are accorded equal opportunity for 60% to 30% since 2012. Likewise, since 2012 improved career, training, promotion and access to benefits. specification BBQs have been purchased, improving customer experience whilst at the same time reducing For the second year running, Explore, our UK leisure wastage rates from 110% per annum to 50%. division was awarded 2 stars in the Times newspaper’s ‘Best Companies To Work For’ Awards and their All of our businesses are aware of the impact travel has accreditation score also increased. on the environment. Each business continues to improve its environmental practices both at destination and in HEALTH AND SAFETY the office. With the increased demand for eco-friendly C&K is committed to ensuring the highest standards of holidays and transport, the Camping Division continues health, safety and security in their operations. to offer stylish safari tents. The majorities of Camping customers now download their holiday documentation Our education divisions, PGL and NST, are founder from the customer log-in area of the websites, rather than members of the School Travel Forum (STF). As members, have them posted. they are required to adhere to STF’s code of practice and safety management standards and are externally verified EMPLOYEES each year. In addition, PGL and NST have been awarded C&K recognises that to achieve a sustainable business the Government’s Learning Outside the Classroom Quality performance it must promote an environment that Badge, a national accreditation that assesses the learning attracts, retains and motivates all staff. To accomplish experiences and safety measures of providers. PGL is this, we: also a founder member of the British Activity Holiday Association (BAHA) and is licensed by Adventure Activities a. Promote a culture of mutual respect and inclusion Licensing Authority, which inspects outdoor education b. Ensure that all employees are accorded equal centres on behalf of the Department of Education and opportunity for recruitment, career development, Skills. training, and, as appropriate, access to benefits As part of the contracting process, the Camping Division c. Commit to developing employees through ongoing undertakes health and safety audits on the third-party training and development activities owned campsites where pitches are rented. The overseas teams also undertake regular inspections of owned tent d. Monitor our remuneration policies to ensure a and mobile-home accommodation to assess the health & balance between the needs of our employees and safety and quality. the business in order to attract and retain the best people Our Leisure division, Explore, have a safety management system in place that provides office staff, tour leaders, e. Engage staff in the business through effective ground agents and overseas suppliers with guidelines communication and open and honest consultation covering all safety aspects of operating tours overseas. f. Ensure, as far as is reasonably practicable, the health, This is supported with a comprehensive health and safety safety and welfare at work for all employees. manual and standard operating procedures that cover accommodation, transport and vessels. Health and safety: The health and safety policy is communicated to all staff through a health and safety manual and displayed on notice boards at each office.
48 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Independent Auditor’s Report
Independent Auditor’s Report to the Members of COX & according to the explanations given to us, the financial KINGS LIMITED statements give the information required by the Act in the manner so required and give a true and fair view Report on the Financial Statements in conformity with the accounting principles generally We have audited the accompanying financial statements accepted in India: of COX & KINGS LIMITED (“the Company”), which a. in the case of the Balance Sheet, of the state of comprise the Balance Sheet as at March 31, 2013, and the affairs of the Company as at March 31, 2013; Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant b. in the case of the Statement of Profit and Loss, of the accounting policies and other explanatory information. Profit for the year ended on that date; and c. in the case of the Cash Flow Statement, of the cash Management’s Responsibility for the Financial flows for the year ended on that date. Statements Report on Other Legal and Regulatory Requirements Management is responsible for the preparation of these financial statements that give a true and fair view of the 1. As required by the Companies (Auditor’s Report) financial position, financial performance and cash flows Order, 2003 (“the Order”) issued by the Central of the Company in accordance with the Accounting Government of India in terms of sub-section (4A) of Standards referred to in sub-section (3C) of section 211 section 227 of the Act, we give in the Annexure a of the Companies Act, 1956(“the Act”). This responsibility statement on the matters specified in paragraphs 4 includes the design, implementation and maintenance and 5 of the Order. of internal control relevant to the preparation and 2. As required by section 227(3) of the Act, we report that: presentation of the financial statements that give a true a. we have obtained all the information and and fair view and are free from material misstatement, explanations which to the best of our knowledge whether due to fraud or error. and belief were necessary for the purpose of our Auditor’s Responsibility audit; Our responsibility is to express an opinion on these b. in our opinion proper books of account as required financial statements based on our audit. We conducted by law have been kept by the Company so far as our audit in accordance with the Standards on Auditing appears from our examination of those books; issued by the Institute of Chartered Accountants of c. the Balance Sheet, Statement of Profit and Loss, India. Those Standards require that we comply with and Cash Flow Statement dealt with by this Report ethical requirements and plan and perform the audit to are in agreement with the books of account; obtain reasonable assurance about whether the financial d. in our opinion, the Balance Sheet, Statement statements are free from material misstatement. of Profit and Loss, and Cash Flow Statement An audit involves performing procedures to obtain audit comply with the Accounting Standards referred evidence about the amounts and disclosures in the to in subsection (3C) of section 211 of the financial statements. The procedures selected depend on Companies Act, 1956; the auditor’s judgment, including the assessment of the e. on the basis of written representations received risks of material misstatement of the financial statements, from the directors as on March 31, 2013, and whether due to fraud or error. In making those risk taken on record by the Board of Directors, none assessments, the auditor considers internal control relevant of the directors are disqualified as on March to the Company’s preparation and fair presentation of the 31, 2013, from being appointed as a director in financial statements in order to design audit procedures terms of clause (g) of sub-section (1) of section that are appropriate in the circumstances. An audit also 274 of the Companies Act, 1956. includes evaluating the appropriateness of accounting For Chaturvedi & Shah policies used and the reasonableness of the accounting Firm Registration No. 101720W estimates made by management, as well as evaluating Chartered Accountants the overall presentation of the financial statements. We believe that the audit evidence we have obtained is Amit Chaturvedi sufficient and appropriate to provide a basis for our audit Partner opinion. Membership No.:103141 Opinion Place: Mumbai In our opinion and to the best of our information and Date : 30th May, 2013
Annual Report 2012-13 49 Annexure referred to the Auditors’ Report
(Referred to in point 1 under heading “Report on Other c. In respect of the said loans, the principal Legal and Regulatory Requirements” of our report of amounts are repayable on demand and there is even date) no repayment schedule. The interest is payable 1. a. The Company has maintained proper records on demand. showing full particulars, including quantitative d. In respect of the said loans and interest thereon, details and situation of fixed assets. the same are repayable on demand or as the b. As explained to us, all the fixed assets have case may be, have not become due, therefore been physically verified by the management in a the question of overdue amount does not arise. phased periodical manner, which in our opinion e. The Company has not taken any loan, secured is reasonable, having regard to the size of the or unsecured from companies, firms and other Company and nature of its assets. No material parties covered in the Register maintained discrepancies were noticed on such physical under Section 301 of the Companies Act, 1956. verification. Therefore, the requirement of Clauses (iii)(f) and c. In our opinion, the Company has not disposed (iii)(g) of paragraph 4 of the said Order are not off substantial part of its fixed assets during applicable. the year and the going concern status of the 4. In our opinion and according to the information Company is not affected. and explanations given to us, there is an adequate 2. In respect of its inventories: internal control system commensurate with the size of the Company and the nature of its business for the a. The inventory has been physically verified during purchase of inventory and fixed assets and also for the year by the management. In our opinion, the the sale of services. During the course of our audit, frequency of verification is reasonable. no major weakness has been noticed in the internal b. In our opinion and according to the information control system in respect of these areas. and explanations given to us, the procedures of 5. In respect of contracts or arrangements referred to in physical verification of inventories followed by section 301 of the Companies Act, 1956. the management are reasonable and adequate in relation to the size of the Company and the a. In our opinion and according to the information nature of its business. and explanations given to us, the transactions made in pursuance of contracts or arrangements c. The Company has maintained proper records that need to be entered in the register of inventory. As explained to us, there were maintained under section 301 of the companies no material discrepancies noticed on physical Act 1956 have been so entered. verification of inventory as compared to the book records. b. In our opinion and according to the information and explanations given to us, the transactions 3. In respect of loans, secured or unsecured, granted made in pursuance of contracts or arrangements or taken by the company to/from companies, firms entered in Register maintained under section or parties covered in the register maintained under 301 of the Companies Act, 1956 and exceeding section 301 of the Companies Act, 1956: - the value of ` 5,00,000 in respect of each party a. The Company has granted unsecured loan to during the year have been made at prices which ten wholly owned subsidiaries and two other appear reasonable as per information available parties covered in the register maintained under with the company except certain transactions section 301 of the Companies Act, 1956. In which are off specialized or unique nature for respect of the said loan, the maximum amount which no comparable quotes are available. outstanding at any time during the year is 6. According to the information and explanations given ` 140,805 Lacs and the year end balance is to us, the Company has not accepted any deposit ` 54,409 Lacs. from the public. Therefore, the provisions of Clause b. According to the information and explanations (vi) of paragraph 4 of the Order are not applicable to given to us, the rate of interest (where stipulated) the Company. and other terms and conditions of such loans are 7. In our opinion, the Company has an internal audit prima facie not prejudicial to the interest of the system commensurate with the size and nature of its Company. business.
50 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
8. To the best of our knowledge and according to company on the basis of security by way of pledge of the information and explanation provided to us, shares, debentures and other securities. the Central Government has not prescribed the 13. In our opinion, the Company is not a chit fund or maintenance of cost records under Section 209 (1) a nidhi / mutual benefit fund / society. Therefore, (d) of the Companies Act, 1956 for the services the provisions of clause 4(xiii) of the Order are not rendered by the Company. applicable to the Company. 9. In respect of statutory dues: 14. The Company has maintained proper records of a. According to the records of the Company, transactions and contracts in respect of dealing and undisputed statutory dues including Provident trading in investments and timely entries have been Fund, Investor Education and Protection Fund, made therein. All the investments have been held by Employees’ State Insurance, Income-tax, Sales- the Company in its own name, except those pledged tax, Wealth Tax, Service Tax, Customs Duty, with lenders. Excise Duty, Cess and any other statutory dues, 15. According to the information and explanations given have been generally regularly deposited with the to us, the Company has given the guarantees for appropriate authorities loans taken by its wholly owned subsidiaries from According to the information and explanations bank and/or financial institutions. In our opinion given to us, no undisputed amounts payable in and according to information and explanations given respect of the aforesaid dues were outstanding to us, the terms and conditions thereof, are not as at 31st March, 2013 for a period of more prejudicial to the interest of the Company. than six months. 16. The term loan taken during the year has been applied b. The disputed statutory dues aggregating to for the purposes for which they were raised. ` 13,142 lacs that have not been deposited on 17. According to the information and explanation given account of disputed matters pending before to us and on an overall examination of the Balance appropriate authorities are as under : - Sheet of the Company, we are of the opinion that there are no funds raised on short -term basis that Name Nature Financial ` in Forum where the of the of Dues Year Lacs dispute is pending have been used for long term investment. Statute 18. The Company has not made any preferential Income Income 2006-07 71 Commissioner Income allotment of shares to parties and companies covered Tax Act, Tax/ Tax (Appeal) in the Register maintained under section 301 of the 1961 Penalties 2007-08 250 Commissioner Income Companies Act, 1956. Tax (Appeal) 19. The Company has created securities/charges in 2008-09 164 Commissioner Income respect of secured debentures issued in earlier years. Tax (Appeal) 20. The Company has not raised any monies during the Finance Service 2005-10 9,541 Central Excise & Service year by way of the public issues. Act, 1994 Tax Tax Appellate Tribunal 2010-11 3,366 21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the TOTAL 13,392 financial statements and as per the information and 10. The Company does not have accumulated losses at explanations given by the management, we report the end of the financial year. The Company has not that no fraud on or by the Company has been noticed incurred cash losses during the financial year covered or reported during the year. by the audit and in the immediately preceding For Chaturvedi & Shah financial year. Firm Registration No. 101720W 11. Based on our audit procedures and according to the Chartered Accountants information and explanations given to us, we are of the opinion that the Company has not defaulted in Amit Chaturvedi repayment of dues to financial institutions, banks or Partner debenture holders. Membership No.: 103141 12. In our opinion and according to the explanations Place: Mumbai given to us and based on the information available, Date: 30th May, 2013 no loans and advances have been granted by the
Annual Report 2012-13 51 Balance Sheet as at 31st March, 2013
(` in Lacs) Note As at As at Particulars No. 31st March, 31st March, 2013 2012 EQUITY AND LIABILITIES Shareholder’s Funds Share Capital 1 6,826 6,826 Reserves and Surplus 2 107,056 103,310 113,882 110,136 Non-Current Liabilities Long-term borrowings 3 30,722 90,326 Deferred tax liability (Net) 4 1,040 154 Long term provisions 5 - 90 31,762 90,570 Current Liabilities Short-term borrowings 6 22,005 25,500 Trade payables 7 10,641 7,120 Other current liabilities 8 23,434 12,535 Short-term provisions 9 1,900 1,698 57,980 46,853 Total 202,624 247,559 ASSETS Non-current assets Fixed assets Tangible assets 10 7,165 5,857 Intangible assets 11 2,666 1,085 Capital work-in-progress 239 1,112 Intangible assets under development 6,278 4,778 16,348 12,832 Non-current investments 12 11,520 9,712 Long term loans and advances 13 1,513 101,478 13,033 111,190 Current assets Current investments 14 2,807 2,807 Inventories 15 615 507 Trade receivables 16 47,379 37,415 Cash and Bank Balance 17 27,082 32,190 Short-term loans and advances 18 95,360 50,618 173,243 123,537 Total 202,624 247,559 Significant Accounting Policies and notes to the financial statements - 1 to 36
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 Director Membership No. 103141
Date: 30th May, 2013 Rashmi Jain Place: Mumbai Company Secretary 52 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Statement of Profit and Loss for the period ended 31st March, 2013
(` in Lacs) For the year For the year Particulars Note No. ended 31st ended 31st March, 2013 March, 2012 INCOME : Revenue from operations 19 37,227 29,578 Other Income 20 2,349 3,182 Total Revenue 39,576 32,760 EXPENDITURE : Employee benefit expenses 21 8,862 7,159 Finance costs 23 8,637 5,701 Depreciation and amortization expense 10 & 11 1,816 985 Other expenses 24 10,322 8,026 Total Expenses 29,637 21,871 Profit before tax 9,940 10,889 Tax Expenses: Current tax 3,510 2,903 Deferred tax 887 193 Current tax expenses relating to prior years 204 23 4,601 3,119 Profit for the year 5,339 7,770 Earnings per equity share (Face Value per share ` 5 each): 29 Basic (In `) 3.91 5.69 Diluted (In `) 3.91 5.69 Significant Accounting policies and notes to the financial statements - 1 to 36
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 Director Membership No. 103141
Date: 30th May, 2013 Rashmi Jain Place: Mumbai Company Secretary
Annual Report 2012-13 53 Cash Flow Statement for the year ended 31st March, 2013
(` in Lacs) For the year For the year Particular ended 31st ended 31st March, 2013 March, 2012 Cash Flow from Operating Activities Profit Before Tax 9,940 10,889 Adjustment for: Depreciation 1,816 985 Profit on Sale of Investment (Current year ` 0.08 Lacs) - (0) Dividend on Investment (78) (536) Interest Income (1,399) (1,449) Interest Expense 8,637 5,701 Reversal of loss in value of Current Investment (1) 0 (Previous year ` 0.45 Lacs) Profit / (Loss) on Sale of Fixed Assets (Net) 11 (1) Operating profit before working capital changes 18,926 15,591
Adjustment for: (Increase)/Decrease in Inventories (108) 213 (Increase)/Decrease in Trade Receivable (9,963) (11,890) (Increase)/Decrease in Loans and Advances (14,330) 3,131 Increase/(Decrease) in Current Liabilities 9,037 5,415 Cash Generated from Operations 3,562 12,459 Income Taxes Paid (2,245) (3,596) Net cash flow from operating activities A 1,317 8,862
Cash Flow from Investing Activities Purchase of Fixed Assets & Capital Work In Progress (5,353) (8,601) Sale of Fixed Assets 9 37 Interest Received 1,399 1,449 Dividend Received 78 536 Advances (given to)/Refunded by Subsidiaries (Net) 68,187 (105,962) Purchase of Investments (1,807) (1,029) Sale of Investments - 16,812 Net cash used in investing activities B 62,514 (96,759)
54 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
(` in Lacs) For the year For the year Particular ended 31st ended 31st March, 2013 March, 2012 Cash Flow from Financing Activities Proceeds of Long Term Borrowing 5,000 62,026 Repayment of Long Term Borrowing (59,607) (10,000) Movement in Short Term Borrowing (3,494) 25,500 Expenses for IPO / GDR / NCD - (1,766) Dividend Paid (1,590) (796) Interest Paid (Net) (9,607) (5,455) Net cash flow from financing activities C (69,297) 147,035 Net Increase/(decrease) in cash and Cash equivalents (A+B+C) (5,467) 59,139
Cash and Cash equivalents at the beginning of the period 32,134 50,521 at the end of the period 26,667 32,134 Net Increase/(decrease) in cash and Cash equivalents (5,467) (18,387)
Cash and cash equivalents are as per Note 17 to the financial statements (adjusted for the Book Overdraft as per Note 8) Significant accounting policies and notes to the financial statements - 1 to 36
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 Director Membership No.103141
Date: 30th May, 2013 Rashmi Jain Place: Mumbai Company Secretary
Annual Report 2012-13 55 Significant Accounting Policies
a. Method of Accounting Intangible assets represent software, video shoots The financial statements are prepared as per historical and trademarks stated at cost less accumulated cost convention on accrual basis and comply with the amortisation and impairment losses, if any. provisions of the Companies Act, 1956, the generally g. Depreciation accepted accounting principles in India and the applicable accounting standards. Depreciation on fixed assets is provided on the written down value method at the rates prescribed b. Use of Estimates: under Schedule XIV to the Companies Act, 1956. The preparation of financial statements requires Intangible assets are amortised over a period of five estimates and assumptions to be made that affect to ten years, being the expected period of use. The the reported amount of the assets and liabilities leasehold land is depreciated over the lease period. on the date of the financial statements and the Leasehold improvements are depreciated over the reported amount of revenues and expenses during lease period or at the rates prescribed for Furniture in the reporting period. Difference between the actual Schedule XVI to the Companies Act, 1956, whichever results and estimates are recognized in the period in is higher. which the results are known / materialized. h. Impairment of assets c. Income from operations An asset is treated as impaired when the carrying cost In line with generally accepted accounting practices, of asset exceeds its recoverable value. An impairment turnover comprises of net commissions earned on loss is charged to the Statement of Profit and Loss in travel management, service agency charges including the year in which an asset is identified as impaired. margins in respect of tour and tour related services, The impairment loss recognised in prior accounting commissions/margins earned on foreign exchange period is reversed if there has been change in the transactions in the normal course of the business as estimate of reoverale amount. Authorised Dealer and Franchisees signup fees. The i. Leases income arising from the buying and selling of foreign currencies has been included on the basis of margins Lease arrangement, where the risks and rewards achieved. incidental to ownership of an asset substantially vests with the lessor, are recognized as operating d. Revenue Recognition leases. Lease payments under operating lease are In accordance with the Company’s accounting policy recognized as an expense in the Statement of Profit followed consistently, commissions/income arising and Loss. from tours and related services is accounted after j. Investments netting off all direct expenditures relating thereto. Income from buying and selling of foreign currencies Long-term investments are valued at cost. Provision is accounted on net basis as stated in (c) above. All for diminution in value of investments is made, if revenues are accounted when there is reasonable the diminution is of a nature other than temporary. certainty of its ultimate collection. Current investments are valued at the lower of cost and market value. e. Expenditure k. Inventory All general business expenditure is accounted in the year in which it is incurred. All direct tour related Inventory represents stock of foreign currencies, expenses including advertisement expenses for which have been valued at lower of cost and specific tour are accounted in the year in which the realisable value as at the year-end. tours are undertaken. l. Employee Retirement Benefits f. Fixed Assets i. Short term employee benefits are recognised as Fixed Assets are stated at cost, less accumulated an expense at the undiscounted amount in the depreciation. Costs include all costs relating Statement of Profit and Loss of the year in which to acquisition and installation of fixed assets. the related service is rendered.
56 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
ii. Post employment and other long term employee n. Borrowing Cost benefits are recognised as an expense in the Borrowing costs that are specifically attributable to Statement of Profit and Loss account for the year the acquisition or construction of qualifying asset in which the employee has rendered services. are capitalised as part of the cost of such asset till The expense is recognised at the present value of such time as the asset is ready for its intended use. A the amounts payable determined using actuarial qualifying asset is an asset that necessarily requires/ valuation techniques. Actuarial gains and losses takes a substantial period of time to get ready for in respect of post employment and other long its intended use. All other borrowing costs, i.e. not term benefits are charged to the Statement of specifically attributable to the qualifying asset are Profit and Loss. charged to revenue in the period in which those are m. Foreign Currency Transactions incurred. i. Transactions denominated in foreign currencies o. Accounting for taxes on Income are recorded at spot rates / average rates. Provision for current tax is made, based on the tax ii. Monetary items denominated in foreign payable under the relevant statute. currencies at the year end are restated at year end rates. Deferred tax on timing differences between taxable income and accounting income is accounted for, iii. Non monetary foreign currency items are carried using the tax rates and the tax laws enacted or at cost. substantially enacted as on the balance sheet date. iv. In respect of forward contracts, the premium Deferred tax assets are recognized only to the extent paid, gains/losses on settlement and losses on that there is a reasonable certainty of its realisation. restatement are recognized in Statement of Profit and Loss. p. Provision, Contingent Liabilities and Contingent v. In respect integral foreign operations, all Assets transactions are translated at rates prevailing on Provisions involving substantial degree of estimation the date of transaction or that approximates the in measurement are recognized when there is a actual rate on the date of transaction. Monetary present obligation as a result of past events and it is assets and liabilities are restated at the year end probable that there will be an outflow of resources. rates. Contingent Liabilities are not recognized but are vi. Any income or expense on account of exchange disclosed in the notes. Contingent Assets are neither difference either on settlement or on translation recognized nor disclosed in the financial statements. is recognised in the Statement of Profit and Loss.
Annual Report 2012-13 57 Notes forming part of the Financial Statements for the year ended 31st March, 2013
1 Share Capital
(` in Lacs)
As at As at Particulars 31st March, 31st March, 2013 2012
Authorised:
22,00,00,000 equity shares of ` 5 each (Previous year 22,00,00,000 equity shares of ` 5 each) 11,000 11,000
11,000 11,000
Issued, Subscribed and Paid up:
13,65,27,890 equity shares of ` 5 each fully paid up (Previous year 13,65,27,890 equity shares of ` 5 each fully paid up). 6,826 6,826
Total 6,826 6,826
1.1 3,88,87,890 equity share of face value ` 5/- each (Previous Year 3,88,87,890 equity shares of face value ` 5/- each) out of issued, subscribed & paid up share capital were alloted as bonus share in the past five years by capitalisation of reserves.
1.2 20,82,630 equity share of face value ` 5/- each (Previous Year 23,99,630 equity shares of face value ` 5/- each) out of issued, subscribed & paid up share capital were alloted in the past five years pursuant to the contract without payment being received in cash.
1.3 Number of Equity Shares held by each shareholder holding more than 5% shares in the company are as follows:
As at 31st March, 2013 As at 31st March, 2012
Particulars No of Share No of Share Shares Holding in % Shares Holding in %
Sneh Sadan Graphic Services Limited 33,538,368 24.57% 33,353,368 24.42%
Kubber Investments (Mauritius) Pvt Ltd 18,346,560 13.44% 18,346,560 13.44%
Liz Investments Pvt Ltd 14,482,526 10.61% 13,763,328 10.08%
Smallcap World Fund Inc 10,592,000 7.76% 10,592,000 7.76%
58 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
1.4 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:
For the year For the year ended on ended on 31st March, 31st March, Particulars 2013 2012 No of No of shares shares No. of Equity Shares outstanding at the beginning of the year 136,527,890 68,263,945 Add: Subdivision (Refer Note 1.5) - 68,263,945 Less: Equity Shares forfeited/Bought back during the year - - No. of Equity Shares outstanding at the end of the year 136,527,890 136,527,890
1.5 The equity shares of the company of Face value of ` 10/- each were sub-divided into equity shares of ` 5/- with effect from June 22, 2011” 1.6 Terms/rights attached to equity shares: The company has only one class of equity shares having a par value of ` 5/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
2. Reserves And Surplus (` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Capital Reserves As per last Balance Sheet 18 18 Securities Premium Account: As per last Balance Sheet 74,389 76,155 Less : IPO / GDRs/ NCDs issue expenses - 1,766 74,389 74,389 Debenture Redemption Reserve As per last Balance Sheet 4,707 1,518 Additions on debenture issued during the year - 3,188 Less: Transfer to General Reserves 1,552 - 3,155 4,707 Foreign Exchange Earning Reserve: As per last Balance Sheet 56 Less: Transfer to General Reserves - (56) - -
Annual Report 2012-13 59 (` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 General Reserve As per last Balance Sheet 639 - Add: Transfer from Statement of Profit and Loss 401 583 Add: Transfer from Foreign Exchange Earning Reserve - 56 Add: Transfer from Debenture Redemption Reserve 1,552 - 2,592 639 Surplus i.e. Balance in Statement of Profit and Loss As per last Balance Sheet 23,558 21,148 Add: Profit for the year 5,339 7,770 Less: Appropriations Debenture Redemption Reserve - 3,188 Tranfer to General Reserve 401 583 Tax on Dividend payment for Previous Year 7 3 Proposed Dividend* 1,365 1,365 Tax on Proposed Dividend 221 221 26,902 23,558 Total 107,056 103,310
* Dividend amount per equity share proposed to be distributed to Shareholders ` 1/- (P.Y. ` 1/- per share).
3. Long Term Borrowings
(` in Lacs) As at 31st March, 2013 As at 31st March, 2012 Particulars Current Non Current Current Non Current Secured Non Convertible Debentures - 27,000 - 60,000 Term Loans from Banks 3,704 1,210 3,689 10,326 Vehicle Loans from Banks 1 7 12 - Vehicle Loans from Others 1 5 6 - Unsecured Non Convertible Debentures - 2,500 - 20,000 Term Loan from Banks 5,000 - - - Total 8,705 30,722 3,707 90,326
60 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
3.1 Long Term Borrowings: (a) Secured Non Convertible debentures to the extent ` 17,000 Lacs (Previous Year ` 50,000 lacs) are secured by First Pari Passu charge on all Fixed and Current Assets of the Company.
(b) Secured Non Convertible debentures to the extent ` 10,000 lacs (Previous Year ` 10,000 lacs) are secured by First Pari Passu charge on all Current Assets of the Company.
(c) Secured Term Loan from Bank to the extent ` 2,677 lacs (Previous Year ` 4,735 lacs) is secured against Credit Card Receivables, second charge on the current assets of the company, present and future, and Personal Guarantee of two Directors.
(d) Secured Term Loan from Bank to the extent ` 2,237 lacs (Previous Year ` 3,331 lacs) is secured by first ranking charge on all Current Assets, both present and future, excluding credit card receivables.
(e) Vehicle Loans are secured by hypothecation of respective vehicles purchased.
(f) A Promoter Director has given Personal Guarantee for unsecured loan ` 5,000 lacs
3.2 Maturity Profile and rate of itnerest of Non-convertible debentures are set out below:
Rate on 2014-15 2015-16 2016-17 Particulars Interest Secured Debentures 400 Non Convertible Debentures 11.25% - 2,500 1,500 1,300 Non Convertible Debentures 11.30% - - 13,000 1,000 Non Convertible Debentures 11.25% 10,000 - - Unsecured Debentures 250 Non Convertible Debentures 10.60% 2,500 - - Total 12,500 2,500 14,500
3.3 Maturity Profile of other loans is set out below:
Particulars 2014-15 2015-16 2016-17 2017-18 Secured Loans: Term Loan from Banks 1,210 - - - Vehicle Loan 3 3 3 3 Unsecured Loans: Term Loan from Banks - - - - Total 1,214 3 3 3
Annual Report 2012-13 61 4. Deferred Tax Liability (Net)
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Deferred Tax Liability Related to Fixed Assets 1,040 209 Deferred Tax Assets Disallowance under Income Tax Act, 1961 - 55 Total 1,040 154
5. Long- Term Provisions
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Provision for Employee Benefits (Refer Note No. 22) - 90 Total - 90
6. Short Term Borrowings
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Secured Loan From Banks - Working Capital Loan 14,505 10,000 Unsecured Loan - Term Loan 7,500 15,500 Total 22,005 25,500
6.1 Working Capital Loan is secured by first pari passu charge on all Fixed and Current Assets of the Company, personal guarantee of two Promoters companies and two directors.
6.2 Working Capital Loan ` Nil Lacs (Previous year ` 10,000 Lacs) is secured by First charge on one Residential flat and whole of Current Assets of the Company.
62 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
7. Trade Payables
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Trade payables Micro, Small and Medium Enterprises - - Others 10,641 7,120 Total 10,641 7,120
7.1 Micro, Small and Medium Enterprises “The particulars required to be disclosed under the Micro, Small and Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end of the year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accrued and remaining unpaid as at the end of the year etc. could not be disclosed for want of information whether sundry creditors include dues payable to any such undertakings.”
8. Other Current Liabilities
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Current maturities of long-term debt (Refer Note No. 3) 8,706 3,707 Interest accrued but not due on borrowings 65 1,032 Unpaid dividends* # (Previous year ` 0.81 Lacs) 1 1 # Unpaid Application money* # [Current year ` 0.17 Lacs, (Previous year ` 0.17 Lacs)] 0 # 0 # Book overdraft 416 57 Other payables (including statutory dues payable and advance from customers) 13,246 7,739 Total 22,434 12,535
*No amount is due to Investor Education and Protection Fund.
9. Short-Term Provisions
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Provision-Others Provision for Employee Benefits (Refer Note No. 22) 178 80 Proposed Dividend 1,365 1,365 Tax on proposed dividend 221 221 Provision for Tax (Net of Advance Tax) 135 32 Total 1,900 1,698
Annual Report 2012-13 63 As at As at ( ` in Lacs) ( ` in Lacs) 31.03.2012 31.03.2012 239 239 1,112 1,112 Net Block Net Block 6,278 4,778 6,278 4,778 As at As at 31.03.2013 31.03.2013 As at As at 31.03.2013 31.03.2013 ` 1,180 Lacs (Previous year 779 Lacs) On disposals Deletions Depreciation Amortisation ` 164 Lacs (Previous year 739 Lacs) year year For the For the As at As at 01.04.2012 01.04.2012 757 172 64 - 237 521 429 As at As at 31.03.2013 31.03.2013 year year Disposals Deletions during the during the Cost Cost year year Additions Additions during the during the 16 - - 16 3 1 - 4 12 13 21 - - 21 11 1 - 11 10 10 46 - - 46 7 2 - 9 38 39 437 21 - 458 262 44 - 305 153 175 827 152 4 975 210 88 2 296 679 617 474 - - 474 80 76 - 156 318 394 4,258 4,591 643 8,205 2,243 713 608 2,348 5,857 1,223 376 - 1,599 649 95 - 744 854 574 1,584 205 11 1,779 431 273 11 694 1,085 1,861 340 22 2,179 872 468 15 1,325 854 989 As at As at 01.04.2012 01.04.2012 Additions to Fixed assets and Capital Work in Progress includes rent capitalised Intangible under development and additions include Employee Benefit Expenses Capitalised.
Fixed Assets- Intangible 11.1 Fixed Assets- Tangible 10.1
Description of Assets Description of Assets 11. Add: Capital Work In Progress Tangible Total Amount ( ` )
Previous Year Total Amount ( ` ) 8,205 2,759 38 10,926 2,348 1,432 18 3,763 7,165 5,857 Lease Hold Improvement Motor Car Add: Intangible under development Total Amount ( ` ) Office Equipments Previous Year Electrical Equipments 601 156 Total Amount ( ` ) 1,779 1,966 - 3,744 694 384 - 1,078 2,666 1,085 Furniture & Fixtures 3,189 1,714 12 4,891 165 671 1 835 4,056 3,024 Video Computers Trade Mark Building Owned Assets (Other than internally generated) Computer Software 1,289 1,966 - 3,254 611 307 - 918 2,336 678 Owned Assets Leasehold Land 10.
64 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
12. Non Current Investments (` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Non CURRENT INVESTMENTS (Unquoted, Non Trade)
Investments in Equity Instruments of Subsidiaries: Clearmine Limited 1,634 1,634 1,500 (Previous year 1,500) Equity shares of Sterling Pound 1/- each fully paid-up Cox And Kings Singapore Private Limited 549 549 1,600,000 (Previous year 1,600,000) Equity shares of SGD 1/- each fully paid-up Cox & Kings Tours LLC 37 37 300 (Previous year 300) Equity shares of AED 1,000/- each fully paid-up Cox & Kings (UK) Ltd 3,903 3,903 1,427,875 (Previous year 1,427,875) Equity shares of Sterling pound 1/- each fully paid-up Cox & Kings Japan Ltd 1,146 1,146 3,647 (Previous year 3,647) Equity shares of Yen 50,000 each fully paid-up Cox & Kings Australia Ltd 855 855 1,000 (Previous year 1,000) Equity shares of AUD 1 each fully paid-up Quoprro Global Services Private Limited 1 1 10,000 shares (Previous year 10,000) at `10/- each fully paid-up Quoprro Global Limited 22 22 30,001 (Previous year 30,001) Equity Shares of Sterling pound 1/- each fully paid-up Cox & Kings Asia Pacific Travel Limited 1 1 10,000 (Previous year 10,000) Equity Shares of HK$ 1/- each fully paid-up Cox and Kings Global Services Private Limited 5 5 50,000 (Previous year 50,000) Equity Shares of `10/-each fully paid-up Prometheon Holdings Private Limited 0 * 0 * 1,000 (Previous year 1,000) Equity Shares of USD 1/-each fully paid-up * [Current year `0.45 Lacs (Previous year `0.45 Lacs)] Cox and Kings Global Service (Singapore) Pte. Limited 38 38 100,000 (Previous year 100,000) Equity Shares of SGD 1/-each fully paid-up Prometheon Holdings (UK) Limited ** 1,806 7 20,000 (Previous year 10,000) Equity Shares of GBP 1/-each fully paid-up Cox and Kings Destination Management Services Limited 40 40 100,000 (Previous year 100,000) Equity Shares of SGD 1/-each fully paid-up Prometheon Enterprise Limited ** 9 - 10,000 (Previous year NIL) Equity Shares of GBP 1/-each fully paid-up
Annual Report 2012-13 65 (` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Investments in Equity Instruments of Others: Radius the Global Travel Company 30 Shares (Previous year 30) of Class B Common Voting shares , fully paid-up 53 53 10 Shares (Previous year 10) of Class A Common Non-Voting Shares, fully paid-up 6 6 Ezeego One Travel and Tours Limited 1,000 1,000 9,000 (Previous year 9,000) Equity Share of `10/- Each fully paid-up Royale India Rail Tours Limited 250 250 @ 2,500,000 (Previous year 2,500,000) Equity Share of `10/- each fully paid-up @ Pledge against the loan taken from Banks in previous year Business India Publications Limited 25 25 45,000 (Previous year 45,000) equity shares of `10/- each fully paid-up Greater Bombay Co-Op Bank Limited - 0 # NIL shares (Previous year Nil) at ` 25 each fully paid-up # [Current year `Nil (Previous year `0.01 Lacs)]
Non CURRENT INVESTMENTS (Quoted, Non Trade) Investments in Equity Instruments of Associates: Tulip Star Hotels Limited 140 140 1,402,500 (Previous year 1,402,500) Equity Shares of `10/- each fully paid-up
Total 11,520 9,712
Aggregate Amount of quoted investments 140 140 Market Value of quoted investments 1,823 2,300 Aggregate Amount of unquoted investments 11,379 9,572 ** Pledge against the loan taken from Banks by overseas subsidiary companies.
66 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
13. Long Term Loans And Advances
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 (Unsecured and considered good) Loans and Advances to related parties (Refer Note No. 26) - 99,648 Capital Advances - 193 Deposits (Including Security & EMD Deposits) 1,513 1,637 Total 1,513 101,478
14. Current Investments
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 CURRENT INVESTMENTS (Unquoted, Non Trade) Investments in Debentures: V Hotels Limited 1,800 1,800 1,800,000 (Previous year 1,800,000) 24% Convertible Debentures of `100/- each fully paid-up Ezeego One Travel and Tours Limited 1,000 1,000 100,000 (Previous year 100,000) 12% Fully Convertible Debentures of ` 1,000/- each fully paid-up Investments in Units of Mutual Funds: Kotak Indo World Infrastruture Fund - Growth Plan 7 7 100,000 Units (Previous Year 100,000 units) of ` 10 each fully paid up Total 2,807 2,807 Aggregate Amount of unquoted investments 2,807 2,807
15. Inventories (at cost or net realisable value whichever is lower)
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Foreign Currency 615 507 (Taken, valued and certified by the management) Total 615 507
Annual Report 2012-13 67 16. Trade Receivables
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 (Unsecured and considered good) Oustanding for a period exeeding six month from the date that are due for payments 385 242 Others 46,994 37,173 Total 47,379 37,415
17. Cash and Bank Balance
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Cash and Cash Equivalent Balances with banks In Current Accounts* 25,906 23,613 In Unpaid Dividend Accounts 1 1 Cash on hand 326 202 * Includes cheques on hand for `4,921 Lacs (Previous year ` Nil). Other Bank Balance Margin Money Deposit 849 320 (Given as security for bank guarantee) Fixed Deposits* - 8,054 * All Fixed Deposits having original maturity period more than twelve months. Total 27,082 32,190
18. Short Term Loans And Advances
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 (Unsecured and considered) Loans and Advances to related parties (Refer Note No.26) 66,483 34,261 Loans and Advances to others 7,929 4,823 Advance Tax Paid (Net of Provision) 1,366 - Others (including Advances against supplies and services, Staff Advances and prepaid expenses) 19,581 11,534 Total 95,359 50,618
68 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
19. Revenue From Operations
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Income from operation Travel and Tours Commission 34,627 28,167 Income from Forex Division 2,490 1,374 Other Operating Income 110 37 Total 37,227 29,578
20. Other Income
(` in Lacs) For the year For the year ended ended Particulars 31st March, 31st March, 2013 2012 Interest From Current Investment 552 354 From Banks 76 251 From Others 771 845 Dividend From Current Investment 78 536 Net Gain on Sale of Investments From Current Investment # [Previous year `0.08 Lacs] - 0 # Adjustment to the carrying amount of investment # [Previous year `0.45 Lacs] 1 (0) # Other Non operating Income Foreign Exchange Fluctuation Gain (Net) - 1,170 Profit/(Loss) on Sale of Fixed Assets (11) 1 Others 882 25 Total 2,349 3,182
Annual Report 2012-13 69 21. Employee Benefit Expenses
(` in Lacs) For the year For the year ended ended Particulars 31st March, 31st March, 2013 2012 Salaries and wages 7,764 6,491 Contribution to provident and other funds 387 316 Staff welfare expenses 711 353 Total 8,862 7,159
22. Disclosure as per Accounting Standard 15 (Revised) “Employee Benefits” notified by The Companies (Accounting Standard) Rules, 2006 are as under:
Defined Contribution Plan Contribution to Defined Contribution Plan, recognized as expense for the year are as under:
(` in Lacs) Particulars 2012-13 2011-12 Employer’s Contribution to Provident Fund 196 152 Employer’s Contribution to Family Pension Fund 121 97 Employer’s Contribution to ESIC 27 29
Defined Benefit Plan The Company operate post retirement benefit plan as follows:
Funded: Gratuity Leave Encashment
Table Showing changes in present value of obligation as on 31st March, 2013
(` in Lacs) Gratuity Leave Encashment Particulars 2012-13 2011-12 2012-13 2011-12 Present Value of obligation as at the beginning of year 343 321 286 148 Interest Cost 29 26 25 12 Current Service Cost 77 59 372 462 Benefits Paid (23) (25) - (7) Actuarial (gain)/loss on obligations (31) (38) (380) (329) Present value of obligation as at the end of year 395 343 303 286
70 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Table showing changes in the fair value of plan assets as on 31st March, 2013.
(` in Lacs) Gratuity Leave Encashment Particulars 2012-13 2011-12 2012-13 2011-12 Fair value of plan asset at beginning of year 367 344 115 112 Expected return on plan asset 36 32 10 10 Contribution 39 17 - - Benefits Paid (23) (25) - (7) Actuarial gain/(loss) on plan asset - - - (0) Fair value of plan assets at the end of year 420 367 125 115
The amounts to be recognised in the balance sheet and statements of profit and loss.
(` in Lacs) Gratuity Leave Encashment Particulars 2012-13 2011-12 2012-13 2011-12 Present value of obligation as at the end of year 395 343 303 286 Fair value of plan assets as at the end of the year 420 367 125 115 Funded status asset/(liability) - 25 (178) (170) Net asset/(liability) recognised in balance sheet 25 (25) (178) (170)
Expenses recognised in statement of profit and loss
(` in Lacs) Gratuity Leave Encashment Particulars 2012-13 2011-12 2012-13 2011-12 Current Service Cost 77 59 372 462 Interest Cost 29 26 25 12 Expected return on plan asset (35) (32) (10) (10) Net Actuarial (gain)/loss recognised in the year (33) (38) (380) (329) Expenses recognised in statement of profit and loss 38 14 8 135
Actuarial Assumption
(` in Lacs) Gratuity Leave Encashment Particulars 2012-13 2011-12 2012-13 2011-12 Assumption Discount Rate 8.65% 8.00% 8.65% 8.65% Salary Escalation 4.00% 4.00% 10.00% 10.00%
Annual Report 2012-13 71 The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.
23. Finance Cost
(` in Lacs) For the year For the year ended ended Particulars 31st March, 31st March, 2013 2012 Interest expense 8,258 4,982 Other borrowing costs 379 719 Total 8,637 5,701
23.1 Expenditure In Foreign Currency
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Travelling, Hotel & Lodging 67 55 Professional Fees 126 25 Salary 104 90 Subscription 77 46 Advertisement 38 40 Interest on Term Loan 138 116 Other matters 113 45 Total 663 417
72 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
24. Other Expenses
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Rent 2,299 1,545 Rates & Taxes (excluding taxes on income) 5 3 Electricity Charges 406 234 Insurance 147 241 Payment to Auditors Audit Fees 46 34 Certificaton Fees 8 1 54 35 Communication and Courier Expenses 1,043 1,009 Professional Charges 494 863 Travelling & Conveyance Expenses 1,002 821 Advertisement, Publicity & Business Promotion 2,456 2,399 Bad debts 16 13 Donation 47 38 Directors Sitting Fees & Commissions 25 21 Foreign Exchange Fluctuation Loss (Net) 594 - Miscellaneous expenses 1,736 804 Total 10,322 8,026
25. Segment Reporting: The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this main business. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.
26. As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below
(a) List of the related parties where control exists and related parties with whom transactions have taken place and relationship.
Sr. Name of the Related Party No. A. Subsidiary Companies: 1. Clearmine Limited UK 2. Cox & Kings Destination Management Services Limited 3. Cox & Kings Tours LLC, Dubai 4. Cox and Kings Singapore Private Limited
Annual Report 2012-13 73 Sr. Name of the Related Party No. 5. Quoprro Global Limited 6. Cox and Kings Asia Pacific Travel Limited 7. Quoprro Global Services Pvt Limited 8. Cox & Kings Global Services Pvt Limited 9. Cox & Kings Japan Limited 10. Cox and Kings Destinations Management Services Pvt Limited (With effect from 9th November 2011) 11. Prometheon Enterprise Limited 12. Cox & Kings (UK) Limited 13. Cox & Kings Travel Limited 14. East India Travel Company Inc, 15. Cox & Kings (Shipping) Limited 16. Cox & Kings Special Interest Holidays Limited 17. Cox & Kings Tours Limited 18. Cox & Kings Enterprises Limited 19. Cox & Kings Holdings Limited 20. ETN Services Limited 21. Cox & Kings Finance Limited 22. Cox & Kings Finance (Mauritius) Limited 23. Cox & Kings (Agents) Limited 24. C&K Investments Limited 25. Grand Tours Limited 26. Cox & Kings (Australia) Pty Limited 27. Tempo Holidays Pty Limited 28. Tempo Holidays NZ Limited 29. Cox and Kings Nordic PTY Limited 30. Prometheon Holdings Pvt Limited 31. Prometheon Holdings Limited 32. Cox and Kings Global Services (Singapore) Pte Limited (With effect from 7th July 2011) 33. Cox & Kings Global Services Management (Singapore) Pte Limited (With effect from 8th July 2011) 34. Cox & Kings GmBH 35. Quoprro Global Hellas, Greece 36. Cox & Kings Global Services LLC Dubai (With effect from 2nd March 2012) 37. Quoprro Global Services Pte. Limited 38. Quoprro Global Services Pvt Limited 39. Cox and Kings Consulting Service (Beijing) Co. Limited 40. Cox & Kings Global Services Sweden AB (with effect from 13th September 2012)
74 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Sr. Name of the Related Party No. 41. Cox & Kings Egypt (with effect from 12th June 2012) 42. Cox & Kings Global Services Lanka Pvt Limited (with effect from 7th August 2012) 43. Prometheon Holdings (UK) Limited (With effect from 30th June 2011) 44. Prometheon Limited 45. Holidaybreak Limited 46. NST Limited 47. NST Transport Services Limited 48. SASu Le Chateau d’Ebblinghem 49. SARL Chateau d’Ebblinghem 50. PGL Air Travel Limited 51. PGL Voyages Limited (With effect from 27th September 2011) 52. PGL Travel Limited 53. PGL Adventure Limited 54. Freedom of France Limited 55. Noreya SL 56. PGL Adventure SAS 57. Simpar Sasu 58. Chateau de Lamorlaye SCI 59. SCI Domaine de Segries 60. Hertford Travel Group Limited 61. European Study Tours Limited 62. NST Holdings Limited 63. NST Travel Group Limited 64. PGL Group Limited 65. EST Transport Purchasing Limited 66. Explore Worldwide Limited 67. Explore Aviation Limited 68. Explore Worldwide Adventures Limited 69. Regal Diving and Tours Limited 70. Djoser BV (Upto 8th February 2013) 71. Djoser-Divantoura BVBA (Upto 8th February 2013) 72. Superbreak Mini-Holidays Limited 73. Business Reservations Centre Holland BV 74. Bookit BV 75. BV Weekendjeweg.nl 76. Business Reservations Centre Holland Holding BV 77. Superbreak Mini Holidays Group Limited 78. Greenbank Holidays Limited 79. Easycamp BV
Annual Report 2012-13 75 Sr. Name of the Related Party No. 80. ECAMP Gmbh 81. Eurocamp Travel AG 82. Ecamp AG 83. Eurosites BV 84. Parkovi Sunca d.o.o 85. Camping in Comfort BV 86. Keyline Continental Limited 87. Keycamp Holidays BV 88. Keycamp Holidays Ireland Limited 89. Eurosites AS 90. Eurocamp Travel BV 91. Camping Division Limited 92. Sites Services SARL 93. Greenbank Packages Limited 94. Greenbank Services Limited 95. Own A Holiday Home Limited 96. Holidaybreak Trustee Limited (With effect from 27th September 2011) 97. Holidaybreak Holding Company Limited 98. Holidays Limited 99. Holidaybreak Education Limited 100. Holidaybreak Reisevermittlung GmbH (formerly Eurocamp Travel GmbH) 101. Depot Starvillas SARL 102. Eurocamp Independent Limited 103. Eurocamp Limited 104. Eurocamp Travel GMBH 105. GHL Transport Limited 106. Holidaybreak Quest Trustee Limtied 107. Hotelnet Limited 108. SAS Travelworks France 109. Select Sites Limited 110. StarvillasLimited 111. Travelplus Group Gmbh 112. Travelworks UK Limited
B Associate / Group Company: 113. Tulip Star Hotels Limited 114. Radius Global Travel Limited
76 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Sr. Name of the Related Party No. C Key Managerial Personnel: 115 Mr. A.B.M Good – Chairman 116 Mr. Peter Kerkar – Director 117 Ms. Urrshila Kerkar – Director
D Others: (i) Joint Venture: 118 Royale Indian Rail Tours Limited (ii) Enterprises over which Key Management Personnel and their relatives exercise significant influence 119 Far Pavilions Tours and Travels Pvt. Limited 120 Ezeego One Travel and Tours Limited
(b) Transaction durring the year with related parties :
(` In Lacs) Sr. Nature of Transaction Subsidiaries Associates Key Others Total No. Managerial Personal 1 Purchase/Subscription of Investments 1,807 - - - 1,807 1,029 1,029 2 Loans and advances given/(returned) (68,187) 293 - 468 (67,427) 105,056 227 - 663 105,946 3 Guarantees issued durring the year 134,316 - - - 134,316 201,445 - - - 201,445 4 Purchase 5,543 - - 1,988 7,530 5,042 - - 4,956 9,998 5 Sales 4,694 - - 32,367 37,061 4,454 - - 39,096 43,550 6 Remunaration paid to director - - 161 - 161 - - 181 181 7 Director Fees & commission paid - - 3 - 3 - - 2 2 8 Interest Received - - - 120 120 - - - 120 120 9 Reimbursement of Expenses 173 - - 126 299 - - - -
Annual Report 2012-13 77 (` In Lacs) Sr. Nature of Transaction Subsidiaries Associates Key Others Total No. Managerial Personal Balance as at 31st March, 2013: 10 Investments 10,045 199 - 2,250 12,495 8,238 199 - 2,250 10,688 11 Trade Receivable 2,955 - - 6,087 9,042 1,344 - - 6,212 7,556 12 Advances from customers (3,847) - - (2) (3,849) (1,858) - - - (1,858) 13 Loan & Advances 57,344 2,475 - 6,664 66,483 125,531 2,182 - 6,196 133,909 14 Trade payable 240 - - - 240 219 - - 947 1,166 15 Advances to vendors (1,153) - - (73) (1,226) (982) - - - (982) 16 Guarantees 284,685 - - - 284,685 230,441 - - - 230,441
Note : The Figures in Italics are in respect of previous year Disclosure in respect of significant related party transaction during the year. 1 Purchase/subscription of Investments includes `1,799 Lacs (Previous year ` 7 Lacs) in Prometheon Holdings (UK) Limited, ` 9 Lacs (Previous year ` Nil) in Prometheon Enterprises Ltd. UK and `Nil (Previous year ` 944 Lacs) in made in Cox & Kings Japan Ltd. 2 Loan given during the year includes ` 19,450 Lacs (Previous year ` Nil) to Prometheon Enterprise Ltd., ` Nil (Previous year ` 99,648 Lacs) to Prometheon Holding Ltd. UK and ` 3,377 Lacs (Previous year ` Nil) to Cox and Kings Asia Pacific Travel Ltd. Loan returned during the year includes ` 98,851 Lacs (Previous year ` Nil) by Prometheon Holdings (UK) Ltd. 3 Guarantees issued during the year includes those for Prometheon Enterprise Ltd. ` 130,284 Lacs (Previous year ` Nil), Prometheon Holdings (UK) Ltd. ` NIl Lacs (Previous year ` 201,445). 4 Purchases include Cox & Kings Destination Management Services Ltd. ` 3,058 Lacs (Previous year ` 2,927 Lacs), Royal Indian Rail Tours Ltd, for ` Nil (Previous year `1,772 Lacs), Cox & Kings Tours (L.L.C.) ` 1,432 Lacs (Previous year ` 1,422 Lacs), Ezeego One Travels and Tours Ltd. `1,988 Lacs (Previous year ` 3184 Lacs) and Cox & kings Destination Management Pvt. Ltd. Singapore `827 Lacs (Previous year ` Nil) 5 Sales include Ezeego One Travels and Tours Ltd. ` 32,367 Lacs (Previous year ` 38,577 Lacs) and Cox & Kings Travel Ltd. ` 1,547 Lacs (Previous year `2,200 Lacs) 6 Payment to Key Management Person paid includes `160 Lacs (Previous year ` 181 Lacs) paid to Ms. Urrshila Kerkar. 7 Director fees paid to Key Management Person paid includes ` 1 Lacs (Previous year ` 1 Lacs) paid to Mr. A.B.M.Good and ` 2 Lacs (Previous year ` 1 Lacs) to Mr. Peter Kerkar. 8 Interest received includes Ezeego One Tours & Travels Ltd. ` 120 Lacs (Previous year ` 120 Lacs).
78 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
27. In compliance with AS – 27 ‘Financial Reporting of Interests in Joint Ventures’, the required information is as under:
A. Jointly controlled entities
Country of Percentage of ownership Incorporation interest Particulars As on 31st As on 31st March, 2013 March, 2012 Royal Indian Rail Tours Limited India 50% 50%
B. The Company’s share of assets, liabilities, income, expenditure, contingent liabilities and capital commitments compiled on the basis of unaudited financial statements received from joint ventures is as follows:
(` In Lacs) As at 31st As at 31st As at 31st Particulars March, 2013* March, 2012* March, 2011 (i) Assets 2,260 – Long Term Assets 233 – Current Assets 2,027 (ii) Liabilities 3,128 – Loans (Secured & Unsecured) 1,313 – Current Liabilities and Provisions 1,813 – Deferred Tax 3 (iii) Income 1,364 (iv) Expenses 2,108 (v) Miscellaneous Expenditure to extent not written off 165
* For the reasons stated in note 37 (b), the company has not received the financials of the Joint Venture for financial year 2011-12 & 2012-13. Hence, the figures of the company’s share in the assets and liabilities of the joint venture as at 31st March, 2013 and the income and expenses for the year ended on that date as required by Accounting Standard AS 27 – Financial Reporting of Interests in Joint Venture have not been stated.
28. Leases The company has operating lease in respect of office premises. Future lease rentals payable in respect of the above which are non cancellable is as follows :
(` In Lacs) As at 31st As at 31st Particulars March, 2013 March, 2012 Not later than one year 2,193 2,083 Later than one year but not later than five years 3,960 4,993 Later than five year 25 NIL
Annual Report 2012-13 79 29. Earnings Per Share (EPS)
As at 31st As at 31st Particulars March, 2013 March, 2012 Net Profit after Tax as per Statement of Profit & Loss attributable to Equity 5,339 7,770 Shareholders (` in Lacs) Weighted average number of Equity Shares (Basic) (No. in Lacs) 1,365 1,365 Weighted average number of Equity Shares (Diluted) (No.in lacs) 1,365 1,365 Basic Earning Per Share (EPS) (In `) 3.91 5.69 Diluted Earning Per Share (EPS) (In `) 3.91 5.69 Face Value Per Equity Shares (In `) 5/- 5/- 30. Disclosure required by clause 32 of the listing agreement: Loans/Advances in the nature of Loans given to Subsidiaries, Associates & Joint Venture A. Loans & Advances (` In Lacs) Sr. Name of the Company Type As at 31st As at 31st Maximum No. March, 2013 March, 2012 Balance during the year 1 Prometheon Holdings (UK) Ltd Subsidiary 797 99,648 103,810 2 Cox & Kings (Australia) Pty Ltd Subsidiary 10,072 8,339 10,072 3 Quprro Global Services Pvt. Ltd. Subsidiary 5,357 4,356 5,357 4 Cox & Kings Ltd. UK Subsidiary 1,317 3,926 4,149 5 Cox and Kings Singapore Private Limited Subsidiary 6,664 3,831 6,664 6 Cox and Kings Asia Pacific Travel Ltd Subsidiary 7,058 3,680 7,058 7 Cox & Kings Global Services Subsidiary 1,655 658 1,655 Management (Singapore) Pte Ltd 8 Quoprro Global Limited Subsidiary 689 470 689 9 Clearmine Ltd Subsidiary 683 399 683 10 Cox & Kings Japan Ltd Subsidiary 2,711 398 2,711 11 Cox & Kings Tours LLC, Dubai Subsidiary 616 262 616 12 Prometheon Holdings Pvt Ltd Subsidiary 2 2 2 13 Prometheon Enterprises Ltd. UK Subsidiary 19,450 - 93,516 14 Cox & Kings Global Services Pvt. Ltd Subsidiary 32 - 32 15 Cox & Kings Destination Management Subsidiary 237 - 237 Pte. Ltd. Singapore 16 East India Travel Company Inc Subsidiary 18 - 18 17 Tulip Star Hotels Ltd. Associate 2,475 2,182 2,475 18 Royale Indian Rail Tours Limited Joint venture 3,958 3,950 3,958 63,791 132,103 Note : i. Loans & Advances to subsidiaries shown above are of short term nature and are repayable on demand and thus there is no repayment schedule as such. ii. Advances in the nature of trade advances are not considered here for reporting under this clause. iii. Loans to employee as per company policy are not considered.
80 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
B. Investment by the loanee in the shares of the company or subsidiary company:
a. None of the loanees and / or subsidiary companies of loanees have, per se, made investments in shares of the Company.
b. Investment by Cox and Kings Travel Ltd. UK in equity shares of subsidiaries
Sr. Name of the Company No of Shares No. 1 Cox & Kings (Japan) Ltd. 200 2 East India Travel Company Inc 600
c. Investment by Clearmine Limited UK in equity shares of subsidiaries:
Sr. Name of the Company No of Shares No. 1 Cox & Kings Destination Management Services Limited 2
d. Investment by Cox & Kings (Australia) Pty. Ltd. in equity shares of subsidiaries
Sr. Name of the Company No of Shares No. 1 Tempo Holidays Pty Ltd. 117,000 2 Cox and Kings Nordic PTY Limited, Australia 27,000
e. Investment by Cox & Kings Global Services Management (Singapore) Pte Ltd. in equity shares of subsidiaries
Sr. Name of the Company No of Shares No. 1 Quoprro Global Services Pte ltd. 200,000 2 Quoprro Global Services Pvt. Ltd, Hongkong 1 3 Cox & Kings GmBH 1 4 Quoprro Global Hellas, Greece 600 5 Cox & Kings Global Services LLC Dubai 147 6 Cox and Kings Consulting Service (Beijing) Co. Ltd. NA 7 Cox & Kings Egypt NA 8 Cox & Kings Global Services Lanka Pvt Limited, Sri Lanka NA
f Investment by Prometheon Holdings Pvt. Ltd. Mauritius in equity shares of subsidiaries:
Sr. Name of the Company No of Shares No. 1 Prometheon Holdings Ltd. UK 1
Annual Report 2012-13 81 g Investment by Prometheon Holdings (UK) Ltd. in equity shares of subsidiaries
Sr. Name of the Company No of Shares No. 1 Prometheon Limited 1 2 Holidaybreak Limited 72,106,429
h Investment by Prometheon Enterprise Ltd. in equity shares of subsidiaries
Sr. Name of the Company No of Shares No. 1 Prometheon Holdings (UK) Ltd. 584,004
31. Remittances In Foreign Currency on Account of Dividend The company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remit table in this respect is given herein below:
As at 31st As at 31st Particulars March, 2013 March, 2012 (a) Year to which dividend relates 2012-13 2011-12 (b) Number of non-resident shareholders to whom remittance was made 521 433 (c) Number of equity shares held by them 55,003,734 58,952,229 (d) Amount remitted to Bankers in India of the Non-resident shareholders (in `) 55,003,734 58,952,229
32. Commitments A. Estimated amount of contracts remaining to be executed on capital account and not provided for `271 Lacs (Previous year `189 Lacs).
33. Financial Derivative Instruments: A. Derivative contract entered into by the company for hedging currency risk and outstanding as on 31st March, 2013. Nominal amount of forward contract entered into by the company and outstanding as on 31st March, 2013 amounting to ` 274 Lacs (Previous year ` 205 Lacs)
(` In Lacs) Amount in foreign Equivalent amount Currency Particulars As at As at As at As at 31st March, 31st March, 31st March, 31st March, 2013 2012 2013 2012
USD 3 - 164 - GBP 0* 3 19 167 EUR 1 1 91 38 Total 4 4 274 205 * Current year GBP 0.24 Lacs (Previous year GBP 3 Lacs)
82 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
B. Foreign Currency Exposure that are not hedged by derivative instruments as on 31st March, 2013 amounting to ` 16,169 Lacs (Previous year ` 6,743 Lacs)
(Figures in Lacs) Equivalent amount in USD Amount in INR
Particulars As at As at As at As at 31st March, 31st March, 31st March, 31st March, 2013 2012 2013 2012 Trade Receivables 238 40 12,932 1,989 Banks (Net of Trade Payables) 4 18 223 883 Borrowing 41 67 2,237 3,331 Unsettled Travellers’ Cheque 14 11 777 540 Total 298 136 16,169 6,743
34. Earnings In Foreign Exchange
(` In Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Travel, Tour and other receipts 7,812 9,763 (As certified by Bankers) Total 7,812 9,763
35. Contingent Liabilities:
(` In Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Guarantees: Corporate Guarantee given on behalf of wholly owned subsidiaries 284,685 230,441 Guarantees given by Bank 20,751 27,625 Tax demands Disputed income Tax Demand 954 754 Advance income Tax paid against demand 321 269 Disputed Service Tax demand 12,908 12,907 Legal Claims Claim against the Company not acknowledged as debts 1,071 1,053 Total 320,690 273,049
Annual Report 2012-13 83 36. Other Notes A. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure. B. The Royale India Rail Tours Ltd.(RRITL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox and Kings Ltd. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration which is on going process. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. C. In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least to the amount at which they are stated in the balance sheet. D. The Ministry of Corporate Affairs, Government of India, Vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the companies Act 1956, subject to fulfilment of conditions stipulated in the circular. The company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.
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 Director Membership No. 103141
Date: 30th May, 2013 Rashmi Jain Place: Mumbai Company Secretary
84 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Financial Information of Subsidiary Companies
Name of Subsidary Company Financial Holding Company’s Interest at Net agrregate amount Net agrregate amount year to close of the financial year of of profit / (losses) of the of profit/(losses) of the which the Subsidary Company subsidary so far as they previous years of the accounts concern the members of the subsidary, since it became relate Company : subsidary of the company, so far as they concern the members of the Company : Share Holding Extent of dealt with the not dealt dealt with the not dealt Number Face holding accounts of with the accounts of with the of Shares Value %age the Company accounts of the Company accounts of for the year the Company for the year the Company ended 31st for the year ended 31st for the year March 2013 ended 31st March 2012 ended 31st March 2013 March 2012 (` in Lacs) (` in Lacs) Clearmine Limited 31-Mar-13 1500 GBP 1 100% Nil (20.99) Nil 24.82 Cox & Kings (UK) Ltd 31-Mar-13 1427875 GBP 1 100% Nil 288.72 Nil 71.07 Cox & Kings Destination 31-Mar-13 2 GBP 1 100% Nil 1,573.77 Nil 914.82 Management Services Ltd C&K Investments Limited 31-Mar-13 1 GBP 1 100% Nil - Nil - Cox & Kings (Agents) Limited 31-Mar-13 1 GBP 1 100% Nil - Nil - Cox & Kings (Shipping) Ltd. 31-Mar-13 2000 GBP 1 100% Nil - Nil - Cox & Kings Enterprises Ltd. 31-Mar-13 100 GBP 1 100% Nil - Nil - Cox & Kings Finance Ltd. 31-Mar-13 1 GBP 1 100% Nil - Nil - Cox & Kings Holdings Ltd. 31-Mar-13 2 GBP 1 100% Nil - Nil - Cox & Kings Special Interest 31-Mar-13 2000 GBP 1 100% Nil (32.06) Nil - Holidays Ltd. Cox & Kings Tours Ltd. 31-Mar-13 2 GBP 1 100% Nil - Nil - ETN Services Ltd. 31-Mar-13 1 GBP 1 100% Nil - Nil - Grand Tours Ltd. 31-Mar-13 210 GBP 1 100% Nil - Nil - Cox & Kings Travel Limited 31-Mar-13 639000 GBP 1 100% Nil 4,192.24 Nil 2,590.13 East India Travel Company Inc, 31-Mar-13 600 USD 1 100% Nil 1,127.17 Nil 590.00 Cox & Kings Japan Ltd 31-Mar-13 247 JPY 50000 100% Nil (558.43) Nil (1,850.31) Cox & Kings Tours LLC, Dubai 31-Mar-13 300 AED 1000 100% Nil 7,709.40 Nil 1,948.85 Cox & Kings Finance (Mauritius) Ltd. 31-Mar-13 12000 USD 1 100% Nil (6.61) Nil (5.22) Cox and Kings Asia Pacific Travel Ltd 31-Mar-13 10000 HKD 1 100% Nil (605.05) Nil 293.78 Cox & Kings Global Services Sweden AB 31-Mar-13 1 SEK 50000 100% Nil (168.51) Nil - Cox and Kings Singapore Private Limited 31-Mar-13 1600000 SGD 1 100% Nil (1,117.08) Nil (1,093.91) Cox and Kings Destinations 31-Mar-13 100000 SGD 1 100% Nil (155.05) Nil (4.01) Management Services Pvt Ltd Cox & Kings Global Services 31-Mar-13 100000 USD 1 100% Nil (259.04) Nil (3.15) Management (Singapore) Pte Ltd Cox & Kings GmBH 31-Mar-13 25000 EUR 1 100% Nil 21.18 Nil 16.26 Cox & Kings Global Services LLC Dubai 31-Mar-13 147 AED 1000 100% Nil (711.07) Nil 298.02 Cox and Kings Global Services 31-Mar-13 100000 USD 1 100% Nil (307.98) Nil (6.98) (Singapore) Pte Ltd.
Annual Report 2012-13 85 Name of Subsidary Company Financial Holding Company’s Interest at Net agrregate amount Net agrregate amount year to close of the financial year of of profit / (losses) of the of profit/(losses) of the which the Subsidary Company subsidary so far as they previous years of the accounts concern the members of the subsidary, since it became relate Company : subsidary of the company, so far as they concern the members of the Company : Share Holding Extent of dealt with the not dealt dealt with the not dealt Number Face holding accounts of with the accounts of with the of Shares Value %age the Company accounts of the Company accounts of for the year the Company for the year the Company ended 31st for the year ended 31st for the year March 2013 ended 31st March 2012 ended 31st March 2013 March 2012 (` in Lacs) (` in Lacs) Cox & Kings Global Services Pvt Ltd 31-Mar-13 50000 ` 10 100% Nil (672.59) Nil (11.69) Quoprro Global Hellas, Greece 31-Mar-13 600 EUR 30 100% Nil (43.63) Nil (3.57) Quoprro Global Limited 31-Mar-13 30001 GBP 1 100% Nil (77.81) Nil (274.99) Quoprro Global Services Pte. Ltd 31-Mar-13 200000 SGD 1 100% Nil (30.21) Nil (52.05) Quoprro Global Services Pvt Ltd 31-Mar-13 10000 ` 10 100% Nil 0.26 Nil 1.20 Quoprro Global Services Pvt Ltd. HK 31-Mar-13 1000000 HKD 1 100% Nil (7.21) Nil 2.62 Cox & Kings (Australia) Pty Ltd. 31-Mar-13 1000 AUD 1 100% Nil 319.04 Nil (649.99) Tempo Holidays Pty Ltd. 31-Mar-13 117000 AUD 1 100% Nil 1,330.87 Nil 1,993.61 Tempo Holidays NZ Ltd. 31-Mar-13 1000 NZD 1 100% Nil (15.20) Nil (44.18) Cox and Kings Nordic PTY Limited 31-Mar-13 27000 AUD 1 100% Nil - Nil - Prometheon Enterprise Limited 31-Mar-13 10000 GBP 1 100% Nil (18,138.84) Nil - Prometheon Holdings Limited 31-Mar-13 1 GBP 1 100% Nil (0.33) Nil (0.36) Prometheon Holdings Pvt Ltd 31-Mar-13 1000 USD 1 100% Nil (3.47) Nil (2.71) Prometheon Holdings (UK) Ltd 31-Mar-13 10000 GBP 1 66.5% Nil 8,674.35 Nil 5,537.90 Prometheon Limited 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Adventure Experience Inc 31-Mar-13 1000 USD 0.01 66.5% Nil 50.92 Nil 0.17 BCR Holland BV 31-Mar-13 18200 EUR 1 66.5% Nil 428.90 Nil (331.48) Bookit BV 31-Mar-13 18000 EUR 1 66.5% Nil 0.94 Nil (0.16) BRC Holland Holding BV 31-Mar-13 18200 EUR 1 66.5% Nil 428.75 Nil (36.13) Camping Division Ltd 31-Mar-13 125 GBP 1 66.5% Nil 1,524.21 Nil (887.67) Camping In Comfort BV 31-Mar-13 35 EUR 453.78 66.5% Nil 879.47 Nil (427.25) Chalets de France 31-Mar-13 50000 GBP 1 66.5% Nil - Nil - Chateau de Lamorlaye SCI 31-Mar-13 160 EUR 100 66.5% Nil - Nil - Depot Starvillas SARL 31-Mar-13 750 EUR 10 66.5% Nil 142.60 Nil 106.69 Djoser BV 31-Mar-13 57 EUR 0 66.5% Nil - Nil (725.74) Djoser-Divantoura BVBA 31-Mar-13 2250 EUR 0 66.5% Nil - Nil (83.98) Domaine de Segries SCI 31-Mar-13 1910 EUR 100 66.5% Nil 10.69 Nil (37.30) Ecamp AG 31-Mar-13 100 CHF 1000 66.5% Nil 29.11 Nil (141.09) ECAMP BV 31-Mar-13 18000 EUR 1 66.5% Nil (3.05) Nil (188.84)
86 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Name of Subsidary Company Financial Holding Company’s Interest at Net agrregate amount Net agrregate amount year to close of the financial year of of profit / (losses) of the of profit/(losses) of the which the Subsidary Company subsidary so far as they previous years of the accounts concern the members of the subsidary, since it became relate Company : subsidary of the company, so far as they concern the members of the Company : Share Holding Extent of dealt with the not dealt dealt with the not dealt Number Face holding accounts of with the accounts of with the of Shares Value %age the Company accounts of the Company accounts of for the year the Company for the year the Company ended 31st for the year ended 31st for the year March 2013 ended 31st March 2012 ended 31st March 2013 March 2012 (` in Lacs) (` in Lacs) ECAMP Gmbh 31-Mar-13 26000 EUR 1 66.5% Nil 18.41 Nil (37.39) Edge Adventures Ltd 31-Mar-13 4728616 GBP 1 66.5% Nil - Nil - EST Transport Purchasing Ltd 31-Mar-13 2000 GBP 1 66.5% Nil 63.90 Nil 25.05 Eurocamp Independent Limited 31-Mar-13 100000 GBP 1 66.5% Nil - Nil - Eurocamp Ltd 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Eurocamp Travel (Schweiz) AG 31-Mar-13 100 CHF 1000 66.5% Nil 262.73 Nil (6.78) Eurocamp Travel BV 31-Mar-13 40 EUR 453.78 66.5% Nil 102.25 Nil (38.39) Eurocamp Travel Gmbh 31-Mar-13 50000 EUR 1 66.5% Nil 265.00 Nil (465.69) European Study Tours limited 31-Mar-13 50000 GBP 1 66.5% Nil 585.15 Nil 546.80 Eurosites AS 31-Mar-13 500 DKR 1000 66.5% Nil (66.30) Nil (344.43) Eurosites BV 31-Mar-13 40 EUR 450 66.5% Nil 7.71 Nil 5.58 Explore Aviation Ltd 31-Mar-13 2000 GBP 1 66.5% Nil - Nil - Explore Worldwide Ltd 31-Mar-13 100000 GBP 1 66.5% Nil 986.21 Nil 831.07 Explore Worldwide Ltd 31-Mar-13 100000 GBP 1 66.5% Nil 986.21 Nil 831.07 Freedom of France Ltd 31-Mar-13 2 GBP 1 66.5% Nil - Nil - GHL Transport Ltd 31-Mar-13 1000 GBP 1 66.5% Nil (0.56) Nil (0.55) Greenbank Holidays Ltd 31-Mar-13 109281563 GBP 1 66.5% Nil 5,295.29 Nil (3,369.71) Greenbank Packages Ltd 31-Mar-13 100 GBP 1 66.5% Nil 381.35 Nil (219.73) Greenbank Services Ltd 31-Mar-13 20000 GBP 1 66.5% Nil 384.18 Nil (337.30) Holidaybreak Education Limited 31-Mar-13 8000000 GBP 1 66.5% Nil (368.14) Nil (490.36) Holidaybreak Holding Co Ltd 31-Mar-13 2000 GBP 527.125 66.5% Nil (4.95) Nil (2.20) Holidaybreak Ltd 31-Mar-13 72106429 GBP 5p 66.5% Nil (10,825.74) Nil (6,843.08) Holidaybreak QUEST Trustee Ltd 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Holidaybreak Trustee Ltd 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Holidays Ltd 31-Mar-13 2 GBP 1 66.5% Nil (6,065.77) Nil (0.05) Hotelnet Ltd 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Keycamp Holidays (Ireland) Ltd 31-Mar-13 11000 EUR 1.269738 66.5% Nil 171.26 Nil (102.04) Keycamp Holidays Netherlands BV 31-Mar-13 400 EUR 45.38 66.5% Nil 232.23 Nil (36.09) Noreya 2002 SL 31-Mar-13 3006 EUR 1 66.5% Nil 2.67 Nil (8.86) NST Holdings Limited 31-Mar-13 82877 GBP 1 66.5% Nil - Nil (0.78)
Annual Report 2012-13 87 Name of Subsidary Company Financial Holding Company’s Interest at Net agrregate amount Net agrregate amount year to close of the financial year of of profit / (losses) of the of profit/(losses) of the which the Subsidary Company subsidary so far as they previous years of the accounts concern the members of the subsidary, since it became relate Company : subsidary of the company, so far as they concern the members of the Company : Share Holding Extent of dealt with the not dealt dealt with the not dealt Number Face holding accounts of with the accounts of with the of Shares Value %age the Company accounts of the Company accounts of for the year the Company for the year the Company ended 31st for the year ended 31st for the year March 2013 ended 31st March 2012 ended 31st March 2013 March 2012 (` in Lacs) (` in Lacs) NST Limited 31-Mar-13 30000 EUR 1.3 66.5% Nil 196.39 Nil 116.41 NST Transport Services Ltd 31-Mar-13 2001 GBP 1 66.5% Nil 26.93 Nil 49.65 NST Travel Group Limited 31-Mar-13 150000 GBP 1 66.5% Nil 3,138.11 Nil 337.55 Own A Holiday Home Ltd 31-Mar-13 754232 GBP 1 66.5% Nil (0.92) Nil (1.84) Parkovi Sunca d.o.o 31-Mar-13 20000 HRK 1 66.5% Nil 34.34 Nil (1.59) PGL Adventure Ltd 31-Mar-13 100 GBP 1 66.5% Nil 2.18 Nil 2.46 PGL Air Travel Ltd 31-Mar-13 65000 GBP 1 66.5% Nil 3.62 Nil 2.75 PGL Aventures SAS 31-Mar-13 2916 EUR 1000 66.5% Nil 81.07 Nil 646.12 PGL Group Ltd 31-Mar-13 700000 GBP 1p 66.5% Nil 162.29 Nil 10.40 PGL Travel Ltd 31-Mar-13 13550000 GBP 1 66.5% Nil 11,096.74 Nil (5,463.78) PGL Voyages Ltd 31-Mar-13 5844074 GBP 10p 66.5% Nil 11,732.14 Nil 0.93 Regal Diving & Tours Ltd 31-Mar-13 125000 GBP 1 66.5% Nil 40.54 Nil 37.05 SARL Chateau D’Ebblinghem 31-Mar-13 81800 EUR 10 66.5% Nil 56.67 Nil 379.86 SAS Travelworks France 31-Mar-13 1000 EUR 100 66.5% Nil 61.59 Nil (71.38) SASu le Chateau D’Ebblinghem 31-Mar-13 97000 EUR 20 66.5% Nil 15.02 Nil (160.32) Select Sites Ltd 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Simpar SASu 31-Mar-13 575000 EUR 1.391304 66.5% Nil 70.57 Nil (660.61) Sites Services SARL 31-Mar-13 8000 EUR 1 66.5% Nil 437.38 Nil (160.84) Starvillas Ltd 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Superbreak Mini Holidays Group Ltd 31-Mar-13 9287267 GBP 1 66.5% Nil - Nil - Superbreak Mini Holidays Ltd 31-Mar-13 500000 GBP 0.1 66.5% Nil 4,597.37 Nil (11,724.40) Travelplus Group Gmbh 31-Mar-13 2 EUR 66.5% Nil 457.82 Nil 13.33 25,600/ 12,500 Travelplus Group Gmbh 31-Mar-13 2 EUR 66.5% Nil 457.82 Nil 13.33 25,600/ 12,500 Travelworks UK Limited 31-Mar-13 1 GBP 1 66.5% Nil - Nil - Weekendje Weg BV 31-Mar-13 18200 EUR 1 66.5% Nil 1.92 Nil (0.16)
88 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Statement regarding subsidiary Company Pursuant To Section 212 of the companies
Sr. Name of the Subsidiary Company Reporting Exchange Capital Reserve Total Total Investment Investment Investment Turnover Profit Provision Profit Proposed Last Yr Country of No. Currency Rate Assets Liabilities In Total Included in Before for After dividend PAT Incor- Closing Assets in Total Subsidiaries Taxation Taxation Taxation poration (Excluding Assets Investment in Subsidiary) 1 Clearmine Limited GBP 82.54 0 1 9 9 - 1 1 - (0) 0 (0) - 0 UK 1 Clearmine Limited INR 1.00 1 71 764 764 - 114 114 - (21) 0 (21) - 25 2 Cox & Kings Destination GBP 82.54 0 65 97 97 - - - 27 17 (2) 19 - 11 UK Management Services Ltd 2 Cox & Kings Destination INR 1.00 0 8,004 8,004 - - - 2,198 1,420 (154) 1,574 - 927 Management Services Ltd 5,375 3 C&K Investments Limited GBP 82.54 0 - 0 0 ------UK 3 C&K Investments Limited INR 1.00 0 - 0 0 ------4 Cox & Kings (Agents) Limited GBP 82.54 0 - 0 0 ------UK 4 Cox & Kings (Agents) Limited INR 1.00 0 - 0 0 ------5 Cox & Kings (Shipping) Ltd. GBP 82.54 0 (0) ------UK 5 Cox & Kings (Shipping) Ltd. INR 1.00 2 (6) ------6 Cox & Kings (UK) Ltd GBP 82.54 14 12 43 43 0 7 6 - 4 0 3 - 1 UK 6 Cox & Kings (UK) Ltd INR 1.00 1,179 975 3,571 3,571 8 544 536 - 295 6 289 - 72 7 Cox & Kings Enterprises Ltd. GBP 82.54 0 - 0 0 ------UK 7 Cox & Kings Enterprises Ltd. INR 1.00 0 - 0 0 ------8 Cox & Kings Finance Ltd. GBP 82.54 0 - 0 0 ------UK 8 Cox & Kings Finance Ltd. INR 1.00 0 - 0 0 ------9 Cox & Kings Holdings Ltd. GBP 82.54 0 - 0 0 0 0 ------UK 9 Cox & Kings Holdings Ltd. INR 1.00 0 - 0 0 0 0 ------10 Cox & Kings Special Interest GBP 82.54 0 (0) ------(0) - (0) - (0) UK Holidays Ltd. 10 Cox & Kings Special Interest INR 1.00 2 (32) ------(32) - (32) - (32) Holidays Ltd. 11 Cox & Kings Tours Ltd. GBP 82.54 0 - 0 0 ------UK 11 Cox & Kings Tours Ltd. INR 1.00 0 - 0 0 ------12 ETN Services Ltd. GBP 82.54 0 - 0 0 ------UK 12 ETN Services Ltd. INR 1.00 0 - 0 0 ------13 Grand Tours Ltd. GBP 82.54 0 (0) ------UK 13 Grand Tours Ltd. INR 1.00 0 (0) ------14 Cox & Kings Travel Limited GBP 82.54 6 212 434 434 23 173 150 125 43 (8) 51 - 32 UK 14 Cox & Kings Travel Limited INR 1.00 527 17,535 35,814 35,814 1,897 14,251 12,354 10,309 3,550 (642) 4,192 - 2,625 15 East India Travel Company Inc, USD 54.28 0 82 193 193 - - - 77 35 14 21 - 12 USA 15 East India Travel Company Inc, INR 1.00 0 4,465 10,472 10,472 - - - 4,161 1,877 750 1,127 - 630 16 Cox & Kings Japan Ltd JPY 0.58 2,000 4,338 36,308 36,308 - - - 2,009 (969) - (969) - (3,014) Japan 16 Cox & Kings Japan Ltd INR 1.00 1,152 2,500 20,920 20,920 - - - 1,157 (558) - (558) - (1,737) 17 Cox & Kings Tours LLC, Dubai AED 14.78 3 523 749 749 - 4 4 249 522 - 522 - 141 Dubai 17 Cox & Kings Tours LLC, Dubai INR 1.00 44 7,732 11,070 11,070 - 58 58 3,678 7,709 - 7,709 - 2,080 18 Cox & Kings Finance (Mauritius) Ltd. USD 54.28 0 (1) 0 0 - - - - (0) - (0) - (0) Mauritius 18 Cox & Kings Finance INR 1.00 7 (62) 4 4 - - - - (7) - (7) - (6) (Mauritius) Ltd. 19 Cox & Kings Global Services SEK 8.32 1 (20) 19 19 - - - 16 (20) - (20) - - Sweden Sweden AB
Annual Report 2012-13 89 Sr. Name of the Subsidiary Company Reporting Exchange Capital Reserve Total Total Investment Investment Investment Turnover Profit Provision Profit Proposed Last Yr Country of No. Currency Rate Assets Liabilities In Total Included in Before for After dividend PAT Incor- Closing Assets in Total Subsidiaries Taxation Taxation Taxation poration (Excluding Assets Investment in Subsidiary) 19 Cox & Kings Global Services INR 1.00 4 (169) 155 155 - - - 133 (169) - (169) - - Sweden AB 20 Cox and Kings Asia Pacific USD 54.28 0 (17) 341 341 - - - - (11) - (11) - (6) Hong Travel Ltd Kong 20 Cox and Kings Asia Pacific INR 1.00 1 (931) 18,504 18,504 - - - - (605) - (605) - (314) Travel Ltd 21 Cox and Kings Singapore USD 54.28 13 (100) 559 559 29 29 - - (21) - (21) - (22) Singapore Private Limited 21 Cox and Kings Singapore INR 1.00 688 (5,404) 30,328 30,328 1,566 1,566 - - - - Private Limited (1,117) (1,117) (1,167) 22 Cox and Kings Destinations SGD 43.75 1 (4) 12 12 - - - 19 (4) - (4) - (0) Singapore Management Services Pvt Ltd 22 Cox and Kings Destinations INR 1.00 44 (159) 543 543 - - - 831 (155) - (155) - (4) Management Services Pvt Ltd 23 Cox & Kings Global Services USD 54.28 1 (5) 48 48 - 5 5 60 (5) - (5) - (0) Singapore Management (Singapore) Pte Ltd 23 Cox & Kings Global Services INR 1.00 54 (263) 2,617 2,617 - 256 256 3,230 (259) - (259) - (4) Management (Singapore) Pte Ltd 24 Cox & Kings GmBH EUR 69.61 0 1 6 6 - - - 10 0 - 0 - 0 Germany 24 Cox & Kings GmBH INR 1.00 17 49 446 446 - - - 700 21 - 21 - 17 25 Cox & Kings Global Services AED 14.78 3 (48) 35 35 - - - 9 (48) - (48) - (22) Dubai LLC Dubai 25 Cox & Kings Global Services INR 1.00 44 (711) 521 521 - - - 135 (711) - (711) - (318) LLC Dubai 26 Cox and Kings Consulting RMB 0.61 2 (1) 1 1 - - - - (1) - (1) - - Beijing Service (Beijing) Co. Ltd. 26 Cox and Kings Consulting INR 1.00 1 (1) 1 1 - - - - (1) - (1) - - Service (Beijing) Co. Ltd. 27 Cox and Kings Global USD 54.28 1 (6) 329 329 - 1 1 - (6) - (6) - (0) Singapore Services (Singapore) Pte Ltd. 27 Cox and Kings Global INR 1.00 45 (315) - 54 54 - (308) - (308) - (7) Services (Singapore) Pte Ltd. 17,854 17,854 28 Cox & Kings Global Services INR 1.00 5 (690) 1,393 1,393 - - - 503 (684) (12) (673) - (12) India Pvt Ltd 28 Cox & Kings Global Services INR 1.00 5 (690) 1,393 1,393 - - - 503 (684) (12) (673) - (12) Pvt Ltd 29 Quoprro Global Hellas, Greece EUR 69.61 0 (1) 0 0 - - - (1) (1) - (1) - (0) Germany 29 Quoprro Global Hellas, Greece INR 1.00 13 (41) 16 16 - - - (44) (44) - (44) - (4) 30 Quoprro Global Limited GBP 82.54 0 (5) 6 6 - 0 0 - (1) - (1) - (3) UK 30 Quoprro Global Limited INR 1.00 25 (384) 458 458 - 4 4 - (78) - (78) - (279) 31 Quoprro Global Services Pte. Ltd SGD 43.75 2 (8) 1 1 - - - - (1) - (1) - (1) Singapore 31 Quoprro Global Services Pte. Ltd INR 1.00 87 (344) 51 51 - - - - (30) - (30) - (56) 32 Quoprro Global Services Pvt Ltd INR 1.00 1 (2) 6,102 6,102 - - - - 0 0 0 - 1 India 32 Quoprro Global Services Pvt Ltd INR 1.00 1 (2) 6,102 6,102 - - - - 0 0 0 - 1 33 Quoprro Global Services Pvt HKD 6.99 10 2 13 13 - - - 14 (1) (0) (1) - 0 Hong Kong Ltd. HK
90 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Sr. Name of the Subsidiary Company Reporting Exchange Capital Reserve Total Total Investment Investment Investment Turnover Profit Provision Profit Proposed Last Yr Country of No. Currency Rate Assets Liabilities In Total Included in Before for After dividend PAT Incor- Closing Assets in Total Subsidiaries Taxation Taxation Taxation poration (Excluding Assets Investment in Subsidiary) 33 Quoprro Global Services Pvt INR 1.00 70 12 93 93 - - - 99 (8) (1) (7) - 3 Ltd. HK 34 Cox & Kings Egypt 0 6.99 ------Egypt 34 Cox & Kings Egypt INR 1.00 ------35 Cox & Kings Global Services 0 6.99 ------Sri Lanka Pvt Limited lanka 35 Cox & Kings Global Services INR 1.00 ------Lanka Pvt Limited 36 Cox & Kings (Australia) Pty Ltd. AUD 56.54 0 28 417 417 - 324 324 9 2 (4) 6 - (12) Australia 36 Cox & Kings (Australia) Pty Ltd. INR 1.00 1 1,571 23,573 23,573 - 18,312 18,312 490 88 (231) 319 - (698) 37 Tempo Holidays Pty Ltd. AUD 56.54 1 178 435 435 - 0 0 113 28 5 24 - 38 Australia 37 Tempo Holidays Pty Ltd. INR 1.00 66 10,044 24,609 24,609 - 0 0 6,376 1,593 262 1,331 - 2,141 38 Tempo Holidays NZ Ltd. NZD 45.45 0 (0) 14 14 - - - 3 (0) - (0) - (1) New Zealand 38 Tempo Holidays NZ Ltd. INR 1.00 0 (14) 620 620 - - - 152 (15) - (15) - (48) 39 Cox and Kings Nordic PTY AUD 56.54 0 0 1 1 ------Australia Limited 39 Cox and Kings Nordic PTY Limited INR 1.00 15 23 60 60 ------40 Prometheon Enterprise Limited GBP 82.54 0 (29) 1,639 1,639 - 6 6 - (29) - (29) - - UK 40 Prometheon Enterprise Limited INR 1.00 8 (2,359) 135,285 135,285 - 482 482 - (2,359) - (2,359) - - 41 Prometheon Holdings Limited GBP 82.54 0 (0) 0 0 - - - - (0) - (0) - (0) UK 41 Prometheon Holdings Limited INR 1.00 0 (2) 0 0 - - - - (0) - (0) - (0) 42 Prometheon Holdings Pvt Ltd USD 54.28 0 (0) 0 0 - 0 0 - (0) - (0) - (0) Mauritius 42 Prometheon Holdings Pvt Ltd INR 1.00 1 (9) 1 1 - 0 0 - (3) - (3) - (3) 43 Prometheon Holdings (UK) Ltd GBP 82.54 8 1,877 3,245 3,245 - 36 36 - (147) (42) (105) - - UK 43 Prometheon Holdings (UK) Ltd INR 1.00 655 154,919 267,823 267,823 - 2,976 2,976 - (12,124) (3,449) (8,674) - - 44 Prometheon Limited GBP 82.54 0 - 0 0 ------UK 44 Prometheon Limited INR 1.00 0 - 0 0 ------45 Adventure Experience Inc USD 54.28 0 2 2 (0) - - - 3 1 (0) 1 - 327 USA 45 Adventure Experience Inc INR 1.00 0 114 123 (10) - - - 156 58 (7) 51 - 0 46 BCR Holland BV EUR 69.61 0 146 225 (79) - - - 96 8 (2) 6 - (488,331) Netherlands 46 BCR Holland BV INR 1.00 13 10,156 15,647 (5,479) - - - 6,683 572 (143) 429 - (340) 47 Bookit BV EUR 69.61 0 - 0 - - - - - 0 - 0 - (241) Netherlands 47 Bookit BV INR 1.00 13 - 13 - - - - - 1 - 1 - (0) 48 BRC Holland Holding BV EUR 69.61 0 127 151 (23) - - - - 6 - 6 - (53,222) Netherlands 48 BRC Holland Holding BV INR 1.00 23 8,827 10,477 (1,626) - - - - 429 - 429 - (37) 49 Camping Division Ltd GBP 82.54 0 80 370 (290) - - - 94 16 3 18 - (1,089,757) England 49 Camping Division Ltd INR 1.00 21 6,595 30,559 (23,944) - - - 7,748 1,285 239 1,524 - (900) 50 Camping In Comfort BV EUR 69.61 0 19 28 (9) - - - 25 17 (4) 13 - (629,403) Holland 50 Camping In Comfort BV INR 1.00 11 1,305 1,950 (634) - - - 1,755 1,163 (284) 879 - (438) 51 Chalets de France GBP 82.54 1 - 1 ------England 51 Chalets de France INR 1.00 41 - 41 ------52 Chateau de Lamorlaye SCI EUR 69.61 ------France
Annual Report 2012-13 91 Sr. Name of the Subsidiary Company Reporting Exchange Capital Reserve Total Total Investment Investment Investment Turnover Profit Provision Profit Proposed Last Yr Country of No. Currency Rate Assets Liabilities In Total Included in Before for After dividend PAT Incor- Closing Assets in Total Subsidiaries Taxation Taxation Taxation poration (Excluding Assets Investment in Subsidiary) 52 Chateau de Lamorlaye SCI INR 1.00 ------53 Depot Starvillas SARL EUR 69.61 0 3 5 (2) - - - 6 3 (1) 2 - 157,172 France 53 Depot Starvillas SARL INR 1.00 5 241 376 (130) - - - 392 216 (73) 143 - 109 54 Djoser BV EUR 69.61 ------(1,069,142) Netherlands 54 Djoser BV INR 1.00 ------(744) 55 Djoser-Divantoura BVBA EUR 69.61 ------(123,719) Belgium 55 Djoser-Divantoura BVBA INR 1.00 ------(86) 56 Domaine de Segries SCI EUR 69.61 2 3 5 (0) - - - 0 0 (0) 0 - (54,951) France 56 Domaine de Segries SCI INR 1.00 133 183 317 (2) - - - 22 16 (5) 11 - (38) 57 Ecamp AG CHF 57.21 1 (2) 13 (14) - - - 6 1 - 1 - (250,232) Switzerland 57 Ecamp AG INR 1.00 57 (120) 756 (819) - - - 316 29 - 29 - (143) 58 ECAMP BV EUR 69.61 0 (9) 14 (23) - - - 8 0 (0) (0) - (278,192) Holland 58 ECAMP BV INR 1.00 13 (643) 963 (1,593) - - - 551 25 (28) (3) - (194) 59 ECAMP Gmbh EUR 69.61 0 0 13 (12) - - - 2 0 (0) 0 - (55,078) Germany 59 ECAMP Gmbh INR 1.00 18 18 892 (856) - - - 140 24 (6) 18 - (38) 60 Edge Adventures Ltd GBP 82.54 47 388 435 ------England 60 Edge Adventures Ltd INR 1.00 3,903 32,021 35,924 ------61 EST Transport Purchasing Ltd GBP 82.54 0 2 9 (6) - - - 12 1 - 1 - 30,749 UK 61 EST Transport Purchasing Ltd INR 1.00 2 188 718 (529) - - - 993 64 - 64 - 25 62 Eurocamp Independent Limited GBP 82.54 1 (90) - (88) ------England 62 Eurocamp Independent Limited INR 1.00 111 (7,403) - (7,291) ------63 Eurocamp Ltd GBP 82.54 0 - 0 ------England 63 Eurocamp Ltd INR 1.00 0 - 0 ------64 Eurocamp Travel (Schweiz) AG CHF 57.21 1 58 65 (6) - - - 6 6 (1) 5 - (12,017) Switzerland 64 Eurocamp Travel (Schweiz) AG INR 1.00 57 3,328 3,708 (323) - - - 344 339 (76) 263 - (7) 65 Eurocamp Travel BV EUR 69.61 0 41 74 (33) - - - - 2 (0) 1 - (56,552) Holland 65 Eurocamp Travel BV INR 1.00 13 2,843 5,177 (2,321) - - - - 109 (7) 102 - (39) 66 Eurocamp Travel Gmbh EUR 69.61 1 6 16 (9) - - - 16 4 (0) 4 - (686,042) Germany 66 Eurocamp Travel Gmbh INR 1.00 36 390 1,081 (655) - - - 1,097 300 (35) 265 - (478) 67 European Study Tours limited GBP 82.54 1 18 42 (23) - - - 5 7 (0) 7 10 671,292 UK 67 European Study Tours limited INR 1.00 41 1,516 3,488 (1,930) - - - 390 588 (3) 585 825 554 68 Eurosites AS DKR 9.34 5 (104) 4 (104) - - - 45 (7) - (7) - (3,775,948) Denmark 68 Eurosites AS INR 1.00 47 (975) 40 (969) - - - 423 (66) - (66) - (353) 69 Eurosites BV EUR 69.61 0 3 4 (0) - - - - 0 (0) 0 - 8,224 Holland 69 Eurosites BV INR 1.00 13 243 258 (2) - - - - 10 (2) 8 - 6 70 Explore Aviation Ltd GBP 82.54 0 - 0 ------England 70 Explore Aviation Ltd INR 1.00 2 - 2 ------71 Explore Worldwide Ltd GBP 82.54 1 62 172 (109) - - - 89 12 (0) 12 - 1,020,275 England 71 Explore Worldwide Ltd INR 1.00 83 5,145 14,232 (9,005) - - - 7,327 1,001 (15) 986 - 842 72 Explore Worldwide Ltd CAD 53.36 ------England 72 Explore Worldwide Ltd INR 1.00 ------73 Freedom of France Ltd GBP 82.54 0 - 0 (0) ------UK
92 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Sr. Name of the Subsidiary Company Reporting Exchange Capital Reserve Total Total Investment Investment Investment Turnover Profit Provision Profit Proposed Last Yr Country of No. Currency Rate Assets Liabilities In Total Included in Before for After dividend PAT Incor- Closing Assets in Total Subsidiaries Taxation Taxation Taxation poration (Excluding Assets Investment in Subsidiary) 73 Freedom of France Ltd INR 1.00 0 - 12 (12) ------74 GHL Transport Ltd GBP 82.54 0 (0) - (0) - - - - - (0) (0) - (680) England 74 GHL Transport Ltd INR 1.00 1 (4) - (3) - - - - - (1) (1) - (1) 75 Greenbank Holidays Ltd GBP 82.54 1,093 580 1,934 (261) - - - 106 65 (1) 64 - (4,136,865) England 75 Greenbank Holidays Ltd INR 1.00 90,204 47,892 159,668 (21,571) - - - 8,750 5,338 (42) 5,295 - (3,415) 76 Greenbank Packages Ltd GBP 82.54 0 8 8 (0) - - - 0 5 - 5 - (269,758) England 76 Greenbank Packages Ltd INR 1.00 0 647 648 (1) - - - 25 381 - 381 - (223) 77 Greenbank Services Ltd GBP 82.54 0 8 11 (3) - - - 75 5 (0) 5 - (414,094) England 77 Greenbank Services Ltd INR 1.00 17 652 929 (261) - - - 6,157 384 (0) 384 - (342) 78 Holidaybreak Education Limited GBP 82.54 80 2 2,673 (2,592) - - - - (4) - (4) - (602,000) England 78 Holidaybreak Education Limited INR 1.00 6,603 125 220,648 (213,919) - - - - (368) - (368) - (497) 79 Holidaybreak Holding Co Ltd GBP 82.54 0 12 12 (0) - - - - (0) - (0) - (2,700) Isle of Man 79 Holidaybreak Holding Co Ltd INR 1.00 2 998 1,005 (5) - - - - (5) - (5) - (2) 80 Holidaybreak Ltd GBP 82.54 36 1,592 5,259 (3,631) 3 - - - (131) - (131) - (8,401,000) England 80 Holidaybreak Ltd INR 1.00 2,976 131,397 434,107 (299,734) 256 - - - (10,826) - (10,826) - (6,934) 81 Holidaybreak QUEST Trustee Ltd GBP 82.54 0 - 0 ------England 81 Holidaybreak QUEST Trustee Ltd INR 1.00 0 - 0 ------82 Holidaybreak Trustee Ltd GBP 82.54 0 0 0 (0) ------England 82 Holidaybreak Trustee Ltd INR 1.00 0 1 7 (6) ------83 Holidays Ltd GBP 82.54 0 (44) 573 (616) - - - - (73) - (73) - (67) England 83 Holidays Ltd INR 1.00 0 (3,614) 47,258 (50,871) - - - - (6,066) - (6,066) - (0) 84 Hotelnet Ltd GBP 82.54 0 - 0 ------England 84 Hotelnet Ltd INR 1.00 0 - 0 ------85 Keycamp Holidays (Ireland) Ltd EUR 69.61 0 23 24 (1) - - - 7 3 (1) 2 - (150,326) Ireland 85 Keycamp Holidays (Ireland) Ltd INR 1.00 19 1,595 1,649 (35) - - - 496 206 (35) 171 - (105) 86 Keycamp Holidays Netherlands BV EUR 69.61 0 7 8 (1) - - - 8 4 (1) 3 - (53,173) Holland 86 Keycamp Holidays Netherlands BV INR 1.00 13 454 551 (85) - - - 568 301 (68) 232 - (37) 87 Noreya 2002 SL EUR 69.61 0 1 1 (0) - - - 0 0 (0) 0 - (13,059) Spain 87 Noreya 2002 SL INR 1.00 2 39 64 (23) - - - 13 4 (1) 3 - (9) 88 NST Holdings Limited GBP 82.54 1 (0) 1 (0) ------(954) England 88 NST Holdings Limited INR 1.00 68 (1) 68 (1) ------(1) 89 NST Limited EUR 69.61 0 21 22 (1) - - - 9 3 - 3 - 171,496 Ireland 89 NST Limited INR 1.00 27 1,473 1,536 (35) - - - 638 196 - 196 - 119 90 NST Transport Services Ltd GBP 82.54 0 6 49 (43) - - - 62 0 - 0 - 60,954 UK 90 NST Transport Services Ltd INR 1.00 2 501 4,032 (3,529) - - - 5,078 27 - 27 - 50 91 NST Travel Group Limited GBP 82.54 2 33 312 (278) 0 - - 40 39 (1) 38 80 414,399 UK 91 NST Travel Group Limited INR 1.00 124 2,701 25,735 (22,911) 5 - - 3,286 3,189 (51) 3,138 6,603 342 92 Own A Holiday Home Ltd GBP 82.54 8 (7) 1 (0) - - - - (0) (0) (0) - (2,255) England 92 Own A Holiday Home Ltd INR 1.00 623 (577) 45 (0) - - - - (0) (1) (1) - (2) 93 Parkovi Sunca d.o.o HRK 9.16 0 8 8 - - - - 10 4 (1) 4 - (17,512) Croatia 93 Parkovi Sunca d.o.o INR 1.00 2 72 74 - - - - 95 40 (6) 34 - (2) 94 PGL Adventure Ltd GBP 82.54 0 2 2 (0) - - - 30 0 - 0 - 3,025 UK
Annual Report 2012-13 93 Sr. Name of the Subsidiary Company Reporting Exchange Capital Reserve Total Total Investment Investment Investment Turnover Profit Provision Profit Proposed Last Yr Country of No. Currency Rate Assets Liabilities In Total Included in Before for After dividend PAT Incor- Closing Assets in Total Subsidiaries Taxation Taxation Taxation poration (Excluding Assets Investment in Subsidiary) 94 PGL Adventure Ltd INR 1.00 0 146 147 (1) - - - 2,478 2 - 2 - 2 95 PGL Air Travel Ltd GBP 82.54 1 1 4 (2) - - - 6 0 - 0 - 3,376 UK 95 PGL Air Travel Ltd INR 1.00 54 63 305 (189) - - - 509 4 - 4 - 3 96 PGL Aventures SAS EUR 69.61 29 6 80 (44) - - - 8 1 - 1 - 951,842 France 96 PGL Aventures SAS INR 1.00 2,030 444 5,564 (3,090) - - - 559 81 - 81 - 663 97 PGL Group Ltd GBP 82.54 0 22 1,608 (1,586) - - - 14 2 - 2 - 12,766 UK 97 PGL Group Ltd INR 1.00 6 1,823 132,706 (130,877) - - - 1,135 162 - 162 - 11 98 PGL Travel Ltd GBP 82.54 136 530 1,980 (1,314) 532 - - 378 175 (40) 134 - (6,707,676) UK 98 PGL Travel Ltd INR 1.00 11,185 43,751 163,433 (108,497) 43,895 - - 31,162 14,430 (3,333) 11,097 - (5,537) 99 PGL Voyages Ltd GBP 82.54 6 14 1,119 (1,099) - - - - 142 (0) 142 - 1,136 UK 99 PGL Voyages Ltd INR 1.00 482 1,176 92,401 (90,742) - - - - 11,733 (1) 11,732 - 1 100 Regal Diving & Tours Ltd GBP 82.54 1 5 17 (10) - - - 6 1 (0) 0 - 45,488 England 100 Regal Diving & Tours Ltd INR 1.00 103 409 1,374 (862) - - - 513 42 (1) 41 - 38 101 SARL Chateau D’Ebblinghem EUR 69.61 8 2 20 (10) - - - 3 1 - 1 - 559,594 France 101 SARL Chateau D’Ebblinghem INR 1.00 569 137 1,380 (674) - - - 192 57 - 57 - 390 102 SAS Travelworks France EUR 69.61 1 (5) 0 (4) - - - 0 1 - 1 - (105,154) France 102 SAS Travelworks France INR 1.00 70 (316) 24 (270) - - - 1 62 - 62 - (73) 103 SASu le Chateau D’Ebblinghem EUR 69.61 19 7 27 (1) - - - 1 0 (0) 0 - (236,172) France 103 SASu le Chateau D’Ebblinghem INR 1.00 1,350 457 1,898 (91) - - - 92 24 (9) 15 - (164) 104 Select Sites Ltd GBP 82.54 0 - 0 ------England 104 Select Sites Ltd INR 1.00 0 - 0 ------105 Simpar SASu EUR 69.61 8 33 48 (7) - - - 13 2 (1) 1 - (973,185) France 105 Simpar SASu INR 1.00 557 2,329 3,361 (476) - - - 923 112 (41) 71 - (677) 106 Sites Services SARL EUR 69.61 0 6 83 (76) - - - 9 9 (3) 6 - (236,940) France 106 Sites Services SARL INR 1.00 6 438 5,749 (5,306) - - - 652 652 (215) 437 - (165) 107 Starvillas Ltd GBP 82.54 0 0 0 ------England 107 Starvillas Ltd INR 1.00 0 4 4 ------108 Superbreak Mini Holidays GBP 82.54 93 1 168 (74) 168 ------England Group Ltd 108 Superbreak Mini Holidays INR 1.00 7,666 97 13,860 (6,097) 13,860 ------Group Ltd 109 Superbreak Mini Holidays Ltd GBP 82.54 1 171 719 (548) 103 - - 153 63 (8) 56 - (14,393,614) England 109 Superbreak Mini Holidays Ltd INR 1.00 41 14,105 59,358 (45,212) 8,541 - - 12,617 5,219 (622) 4,597 - (11,881) 110 Travelplus Group Gmbh EUR 69.61 0 21 42 (21) - - - 42 10 (3) 7 - 19,631 Germany 110 Travelplus Group Gmbh INR 1.00 27 1,459 2,922 (1,436) - - - 2,926 672 (214) 458 - 14 111 Travelplus Group Gmbh EUR 69.61 0 0 2 (1) - - - 3 0 (0) 0 - 78,187 Austria 111 Travelplus Group Gmbh INR 1.00 24 21 107 (62) - - - 183 16 (1) 15 - 54 112 Travelworks UK Limited GBP 82.54 0 - 0 ------England 112 Travelworks UK Limited INR 1.00 0 - 0 ------113 Weekendje Weg BV EUR 69.61 0 - 0 - - - - - 0 - 0 - (241) Netherlands 113 Weekendje Weg BV INR 1.00 13 - 13 - - - - - 2 - 2 - (0)
94 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Independent Auditor’s Report
To the Board of Directors of Cox & Kings Limited the consideration of the reports of the other auditors on the financial statements of the subsidiaries and We have audited the accompanying consolidated financial joint ventures and the accounts of the subsidiaries joint statements of Cox & Kings Limited (the Company) and its ventures approved by Board of Directors as noted below, Subsidiaries and its joint ventures (collectively referred to the consolidated financial statements give a true and as “the Group”) as at 31st March, 2013, which comprise fair view in conformity with the accounting principles the consolidated Balance Sheet as at March 31, 2013, generally accepted in India: and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then (a) in the case of the consolidated Balance Sheet, of the ended, and a summary of significant accounting policies state of affairs of the Company as at March 31, 2013; and other explanatory information. (b) in the case of the consolidated Statement of Profit and Management’s Responsibility for the Consolidated Loss, of the loss for the year ended on that date; and Financial Statements (c) in the case of the consolidated Cash Flow Statement, Management is responsible for the preparation of these of the cash flows for the year ended on that date. consolidated financial statements that give a true and fair Other Matter view of the consolidated financial position, consolidated financial performance and consolidated cash flows of 1. We did not audit the financial statements of all the Company in accordance with accounting principles subsidiaries, whose financial statements/consolidated generally accepted in India. This responsibility includes financial statements reflects total assets of ` 908,496 the design, implementation and maintenance of internal Lacs as at 31st March, 2013, total revenue of control relevant to the preparation and presentation of ` 147,175 Lacs and net cash inflows amounting to the consolidated financial statements that give a true ` 30,522 Lacs for the year then ended and the and fair view and are free from material misstatement, financial statements of associates wherein the whether due to fraud or error. Group’s share of profit is ` 4,035 lacs. These financial Auditor’s Responsibility statements and other financial information have been audited by other auditors whose reports have Our responsibility is to express an opinion on these been furnished to us, and our opinion is based solely consolidated financial statements based on our audit. We on the report of other auditors. conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of 2. In addition to above, we draw attention to note no. India. Those Standards require that we comply with ethical 34(b). The financials of the joint venture for the year requirements and plan and perform the audit to obtain ended 31st March, 2013, could not be finalized for the reasonable assurance about whether the consolidated reasons stated therein. The company has consolidated financial statements are free from material misstatement. the unaudited financials of the joint venture for the year ended 31st March, 2011. We have relied on An audit involves performing procedures to obtain audit this unaudited financial statement which reflects evidence about the amounts and disclosures in the total assets of ` 2425 Lacs as at 31st March, 2011, consolidated financial statements. The procedures selected total revenue of ` 297 Lacs and net cash inflows depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated amounting to ` 150 Lacs for the year then ended. financial statements, whether due to fraud or error. In These unaudited financial statements as approved by making those risk assessments, the auditor considers the Board of Directors of the joint venture have been internal control relevant to the Company’s preparation and furnished to us by the Management and our report in presentation of the consolidated financial statements that so far as it relates to the amounts included in respect give a true and fair view in order to design audit procedures of the joint venture is based solely on such approved that are appropriate in the circumstances. An audit also unaudited financial statements. includes evaluating the appropriateness of accounting Our opinion in not qualified in respect of the other matters. policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the For Chaturvedi & Shah overall presentation of the consolidated financial statements. Firm Registration No. 101720W Chartered Accountants We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit Amit Chaturvedi opinion. Partner Membership No.: 103141 Opinion In our opinion and to the best of our information and Place: Mumbai according to the explanations given to us, and based on Date: 30th May, 2013
Annual Report 2012-13 95 Consolidated Balance Sheet as at 31st March, 2013
(` in Lacs) As at Note As at Particulars 31st March, No. 31st March, 2013 2012 EQUITY AND LIABILITIES Shareholder’s Funds Share Capital 1 6,826 6,826 Reserves and Surplus 2 125,769 112,412 132,595 119,238 Minoirty Interest 54,219 - Non-Current Liabilities Long-term borrowings 3 391,816 345,117 Deferred tax liabilities (Net) 4 7,464 7,663 Long term provisions 5 1,015 2,657 400,295 355,437 Current Liabilities Short-term borrowings 6 25,636 25,500 Trade payables 7 46,997 42,492 Other current liabilities 8 171,671 217,162 Short-term provisions 9 3,765 5,156 248,069 290,310 Total 835,178 764,985 ASSETS Non-current assets Fixed assets Tangible assets 10 187,768 184,609 Intangible assets 11 8,393 6,864 Capital work-in-progress 10 1,151 4,864 Intangible assets under development 11 13,193 7,511 Goodwill on Consolidation 273,329 266,289 483,834 470,137 Non-current investments 12 43,831 27,610 Deferred tax Assets (Net) 4 666 172 Long term loans and advances 13 - 3,416 - - 44,497 31,198 Current assets Current investments 14 2,809 2,807 Inventories 15 1,859 1,726 Trade receivables 16 90,540 71,506 Cash and Cash Equivalents 17 126,925 105,328 Short-term loans and advances 18 84,383 82,119 Other current assets 19 331 165 306,847 263,650 Total 835,178 764,985
Significant accounting policies and notes to the financial statements - 1 to 34 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 Director Membership No. 103141 Date: 30th May, 2013 Rashmi Jain Place: Mumbai Company Secretary
96 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Consolidated Statement of Profit and Loss for the period ended 31st March, 2013
(` in Lacs) For the year For the year Note Particulars ended 31st ended 31st No. March, 2013 March, 2012 INCOME : - Revenue from operations 20 180,874 83,795 Other Income 21 5,879 3,556 Total Revenue 186,752 87,351 EXPENDITURE : - Employee benefit expenses 22 69,576 38,516 Finance costs 23 37,054 18,429 Depreciation and amortization expense 10 & 11 14,736 4,913 Other expenses 24 39,491 15,500 Total Expenses 160,857 77,358 Profit before exceptional items and tax 25,895 9,993 Less: Exceptional Items 34(c) 6,208 3,118 Add: Profit on Disposal of Subsidiary 772 - Profit before tax 20,458 6,875 Tax Expenses: Current tax 6,030 3,766 Deferred tax (273) 198 Current tax expenses relating to prior years (548) 212 Profit after tax for the year 15,249 2,699 Add : Share of Income/(Loss) from Investment in Associates 4,035 1,462 Share of Minority Interest (5,559) - Profit after Minority Interest 24,842 4,161 Earnings each per equity share (Face Value per share ` 5 each): 28 Basic (In `) 18.20 3.05 Diluted (In `) 18.20 3.05
Significant accounting policies and notes to the financial statements - 1 to 34
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 Director Membership No. 103141
Date: 30th May, 2013 Rashmi Jain Place: Mumbai Company Secretary
Annual Report 2012-13 97 Consolidated Cash Flow Statement for the year ended 31st March, 2013
(` in Lacs) For the year For the year Particular ended 31st ended 31st March,2013 March,2012 Cash Flow from Operating Activities Profit before Tax 19,686 6,874 Adjustment for: - Depreciation 14,736 4,913 Profit on sale of Investment - (819) Dividend on Investment (78) (536) Interest Income (3,429) (588) Interest Expense 37,054 17,340 Bad Debts 28 53 Foreign Exchange Reserve on Translation (4,411) (3,003) Profit on Sale of Fixed Assets (Net) (803) (9) Operating profit before working capital changes 62,783 24,226 Adjustment for: (Increase)/Decrease in Inventories (133) 423 (Increase)/Decrease in Trade Receivable (19,062) (6,009) (Increase)/Decrease in Loans and Advances (17,773) (49,940) Increase/(Decrease) in Current Liabilities (309) 20,236 Cash Generated from Operations 25,506 (11,064) Income Taxes Paid (8,060) (2,594) Net cash flow from operating activities A 17,446 (13,658) Cash Flow from Investing Activities Purchase of Fixed Assets & Capital Work In Progress (16,949) (14,337) Acquisition of Subsidiaries - (277,074) Advances (given)/ Refund - 2,850 Sale of Fixed Assets - 1,265 Interest Received 3,429 588 Dividend Received 3,512 536 Purchase of Investment - 2,504 Additional Investment in Associate (17,190) - Sale of Subsidiary 9,083 - Sale of Investments - 17,630 Net cash used in investing activities B (18,115) (266,038)
98 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
(` in Lacs) For the year For the year Particular ended 31st ended 31st March,2013 March,2012 Cash Flow from Financing Activities Proceeds of Long Term Borrowing 135,641 249,918 Repayment of Long Term Borrowing (134,334) (10,000) Movements of Short Term Borrowing 137 25,500 Proceed from Issue of Preference Shares in Subsidiary 64,990 - Expenses for Issue of Shares - (1,766) Dividend Paid (1,588) (795) Interest Paid (39,170) (14,492) Net cash flow from financing activities C 25,675 248,365 Net Increase in cash and Cash equivalents (A+B+C) 25,007 (31,332) Cash and Cash equivalents at the beginning of the period 101,441 96,080 as part of acquired subsidiary 36,692 at the end of the period 126,448 101,440 Net Increase in cash and Cash equivalents 25,007 (31,332) Cash and cash equivalents are as per Note 17 to the financial statements (adjusted for the Book Overdraft as per Note 8)
Significant accounting policies and notes to the financial statements - 1 to 34
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 Director Membership No.103141
Place: Mumbai Rashmi Jain Date: 30th May, 2013 Company Secretary
Annual Report 2012-13 99 Significant Accounting Policies
A. Principles of consolidation attributable to the associates' profit and loss account a. The financial statements of the Company and its and through its reserves for the balance, based on subsidiary companies (which are not in the nature available information. of joint ventures) are combined on a line-by-line h. The difference between the cost of investment in the basis by adding together the book values of like associates and the share of net assets at the time items of assets, liabilities, income and expenses, of acquisition of shares in the associates is identified after fully eliminating intra-group balances and in the financial statements as Goodwill or Capital intra-group transactions resulting in unrealised Reserve as the case may be. profits or losses in accordance with Accounting Standard (AS) 21 - "Consolidated Financial i. In case of joint venture companies (JVC’s), the Statements". consolidated financial statements include the interest of the company in JVC’s, which has been accounted b. In case of foreign subsidiaries, being non-integral for using the proportionate consolidation method of foreign operations, revenue items are consolidated accounting and reporting whereby the Company’s at the average rate prevailing during the period. All share of each of the assets, liabilities, income and assets and liabilities are converted at rates prevailing expenses of a jointly controlled entity is considered at the end of the period. Any exchange difference as separate line items in the Consolidated Financial arising on consolidation is recognised in the foreign Statements. exchange translation reserve. j. As far as possible, the consolidated financial c. The difference between the costs of investment in statements are prepared using uniform accounting the subsidiaries, over the net assets at the time of policies for like transactions and other events in similar acquisition of shares in the subsidiaries is recognised circumstances and are presented in the same manner in the financial statements as Goodwill or Capital as the Company's separate financial statements. Reserve as the case may be. k. Investments other than in subsidiaries and associates d. Minority Interest’s share of net profit of consolidated have been accounted as per Accounting Standard subsidiaries for the year is identified and adjusted (AS) 13 “Accounting for Investments”. against the income of the group in order to arrive at the net income attributable to shareholders of the B. Other significant accounting policies Company. a. Basis of accounting: e. Minority Interest’s share of net assets of consolidated The financial statements of the parent company subsidiaries is identified and presented in the are prepared as per historical cost convention on consolidated balance sheet separate from liabilities accrual basis except certain fixed assets which are and the equity of the Company’s shareholders. stated at fair value and comply with the generally accepted accounting principles in India and the f. In case of associates where the company directly applicable accounting standards. The financial or indirectly through subsidiaries holds more than statements of the foreign subsidiaries are prepared 20% of equity, Investments in associates are as per the Financial Reporting Standards prevalent accounted for using equity method in accordance in respective countries. Accordingly, United Kingdom with Accounting Standard (AS) 23 - "Accounting for based subsidiaries are prepared in accordance with investments in associates in consolidated financial the UK financial reporting standards, UAE based statements". subsidiary company are prepared in accordance g. The Company accounts for its share in the change in with International Financial Reporting Standards, the net assets of the associates, post acquisition, after Singapore based subsidiaries are prepared in eliminating unrealized profits and losses resulting accordance with the Singapore Financial Reporting from transactions between the Company and its Standards and Australia based subsidiaries are associates to the extent of its share, through its prepared in accordance with the Australia Financial profit and loss account to the extent such change is Reporting Standards.
100 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
b. Use of estimates: g. Depreciation: The preparation of financial statements requires Parent Company provides depreciation on fixed estimates and assumptions to be made that affect assets on the written down value method at the rates the reported amount of the assets and liabilities prescribed under Schedule XIV to the Companies Act, on the date of the financial statements and the 1956. Intangible assets are amortised over a period reported amount of revenues and expenses during of five to ten years, being the expected period of the reporting period. Difference between the actual use. The leasehold land is depreciated over the lease results and estimates are recognized in the period in period. Leasehold improvements are depreciated which the results are known/ materialized. over the lease period or at the rates prescribed for c. Turnover: Furniture in Schedule XIV to the Companies Act, 1956, whichever is higher. In line with generally accepted accounting practices, turnover comprises of net commissions earned In case of foreign subsidiaries, depreciation on fixed on travel management, service agency charges assets is provided at the rates/method prescribed as including margins in respect of tour and tour related per the GAAPs of the respective countries which vary services and commissions/margins earned on foreign in case of following significant subsidiaries: exchange transactions in the normal course of the business as Authorised Dealer. The income arising i. Prometheon Holdings (UK) Limited provides from the buying and selling of foreign currencies has depreciation using the straight line method been included on the basis of margins achieved. at rates calculated to write off the cost, less residual value, of each asset over its expected d. Revenue Recognition: useful economic life, as follows: In accordance with the Group’s accounting policy Freehold Land and Building - 50 years followed consistently, commissions/income arising Short Leasehold improvements - Terms of from tours and related services is accounted after netting off all direct expenditures relating thereto Lease net of discounts. Income from buying and selling Camping Equipment - 2-5 years of foreign currencies is accounted on net basis as Mobile Homes - 12 years stated in (c) above. All revenues are accounted Office Equipments and Motor vehicles- 3-5 years when there is reasonable certainty of its ultimate collection. Costs in respect of the transfer of mobile homes from site to site have been capitalised within e. Expenditure: fixed assets where there was a commercial All general business expenditure is accounted in the reason for the move. year in which it is incurred. All direct tour related ii. Cox and Kings (UK) Limited provide depreciation expenses including advertisement expenses for using the following rates on written down value specific tour are accounted in the year in which the method. tours are undertaken. Certain expenses such as cost of brochure productions and promotional materials Short leasehold - 15% are charged to Statement of Profit & Loss over the Plant and machinery - 15% season to which they relate to the extent that these Furniture, Fittings and Equipments - 15% costs are reasonably assured. Motor vehicles - 25% f. Fixed Assets: iii. Cox and Kings Australia (Pty) Ltd. provides Fixed Assets are stated at cost, less accumulated depreciation on following rates on Straight line depreciation. Costs include all costs relating method. to acquisition and installation of fixed assets. Intangible assets represent Software, Video Shoots Furniture, Fixtures and Fittings - 20% and Trademarks stated at cost less accumulated Office Equipment - 20% amortisation and impairments losses, if any. Computer Equipment and Software - 40%
Annual Report 2012-13 101 h. Impairment of assets iv. In respect of forward contracts, the premium An asset is treated as impaired when the carrying cost paid, gains/losses on settlement and losses on of asset exceeds its recoverable value. An impairment restatement are recognized in Statement of loss is charged to the Statement of Profit and Loss in Profit and Loss. the year in which an asset is identified as impaired. v. In respect of integral foreign operations, all The impairment loss recognized in prior accounting transactions are translated at rates prevailing on period is reversed if there has been change in the the date of transaction or that approximates the estimate of recoverable amount. actual rate on the date of transaction. Monetary assets and liabilities are restated at the yearend i. Investments: rates. Long-term investments are valued at cost. Provision vi. Any income or expense on account of exchange for diminution in value of investments is made, if difference either on settlement or on translation the diminution is of a nature other than temporary. is recognised in the profit and loss account. Current investments are valued at the lower of cost and market value. m. Accounting for taxes on Income: j. Inventory: Provision for current tax is made, based on the tax payable under the relevant statute. Inventories have been valued at lower of cost and realisable value as at the year-end. Cost represents Deferred tax on timing differences between taxable purchase price and is calculated using the FIFO income and accounting income is accounted for, method. using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. k. Employee Benefits: Deferred tax assets are recognized only to the extent i. Short term employee benefits are recognised as that there is a reasonable certainty of its realisation. an expense at the undiscounted amount in the n. Provision, Contingent Liabilities and Contingent Statement of profit and loss of the year in which Assets : the related service is rendered. Provisions involving substantial degree of estimation ii. Post employment and other long term employee in measurement are recognized when there is a benefits are recognised as an expense in the present obligation as a result of past events and it is profit and loss account for the year in which the probable that there will be an outflow of resources. employee has rendered services. The expense is Contingent Liabilities are not recognized but are recognised at the present value of the amounts disclosed in the notes. Contingent Assets are neither payable determined using actuarial valuation recognized nor disclosed in the financial statements. techniques. Actuarial gains and losses in respect of post employment and other long term C. Basis of consolidation benefits are charged to the Statement of profit a. The Consolidated Balance Sheet, Consolidated and loss. Statement of Profit and Loss and Consolidated l. Foreign Currency Transactions: Cashflow Statement (together referred to as Consolidated Financial Statements) comprises i. Transactions denominated in foreign currencies financial statements of Cox & Kings Limited and are recorded at spot rates / average rates. its subsidiaries and the interest of the Company ii. Monetary items denominated in foreign in joint ventures, in the form of jointly controlled currencies at the year end are restated at year entities for the year ended 31st March, 2013. end rates. b. Subsidiary companies considered in these iii. Non monetary foreign currency items are carried Consolidated Financial Statements are: at cost.
102 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Proportion Country of Name of Subsidiary Company of ownership Incorporation interest • Cox & Kings (UK) Ltd. UK 100% Step down subsidiaries : - C & K Investments Ltd. UK 100% - Cox & Kings (Agents) Ltd. UK 100% - Cox & Kings Finance (Mauritius) Ltd. Mauritius 100% - Cox & Kings Enterprises Ltd. UK 100% - Cox & Kings Finance Ltd. UK 100% - Cox & Kings Holdings Ltd. UK 100% - Cox & Kings Shipping Ltd. UK 100% - Cox & Kings Special Interest Holidays Ltd. UK 100% - Cox & Kings Tours Ltd. UK 100% - Cox & Kings Travel Ltd. UK 100% - East India Travel Company Inc. USA 100% - ETN Services Ltd. UK 100% - Grand Tours Ltd. UK 100% • Clearmine Ltd. UK 100% Step down subsidiary : - Cox & Kings Destination Management Services Ltd. UK 100% • Cox and Kings (Australia) PTY Ltd. Australia 100% Step down subsidiaries : - Cox and Kings Nordic PTY Ltd. Australia 100% - Tempo Holidays NZ Ltd New Zealand 100% - Tempo Holidays PTY Ltd Australia 100% • Quoprro Global Ltd. UK 100% Step down subsidiaries : Cox & Kings Global Services Sweden AB Sweden 100% • Prometheon Holdings Private Ltd Mauritius 100% Step down subsidiary - Prometheon Holdings Ltd UK 100% • Cox & Kings Singapore Pvt. Ltd. Singapore 100% • Cox & Kings Tours LLC UAE 100% • Cox & Kings (Japan) Ltd. Japan 100% • Cox & Kings Asia Pacific Travel Ltd Hong Kong 100% • Cox and Kings Global Services Private Ltd India 100% • Quoprro Global Services Pvt. Ltd. India 100% • Cox and Kings Global Services (Singapore) Pte. Ltd. Singapore 100%
Annual Report 2012-13 103 Proportion Country of Name of Subsidiary Company of ownership Incorporation interest Step down subsidiaries : - Cox & Kings Global Services Management (Singapore) Pte. Ltd. Singapore 100% - Cox & Kings Global Services LLC UAE 100% - Cox and Kings Consulting Service (Beijing) Co. Ltd. China 100% · Quoprro Global Hellas Greece 100% · Cox and Kings Gmbh Germany 100% - Quoprro Global Services Pte. Ltd. Singapore 100% - Quoprro Global Services Pvt. Ltd. Hongkong 100% - Cox & Kings Egypt Egypt 100% - Cox & Kings Global Services Lanka Pvt. Limited Sri Lanka 100% • Cox and Kings Destinations Management Services Pvt. Ltd. Singapore 100% • Prometheon Enterprise Ltd. UK 100% Step down subsidiaries : - Prometheon Holdings (UK) Ltd. UK 66.5% Step down subsidiaries : - - Prometheon Limited UK 66.5% - Holidaybreak Limited UK 66.5% - SASu Le Chateau d’Ebblinghem France 66.5% - SARL Chateau d’Ebblinghem France 66.5% - PGL Air Travel Ltd. England 66.5% - PGL Voyages Ltd. England 66.5% - PGL Travel Ltd. England 66.5% - PGL Adventure Ltd. England 66.5% - Freedom of France Ltd. England 66.5% - Noreya SL Spain 66.5% - PGL Adventure SAS France 66.5% - Travelplus Group Gmbh Germany 66.5% - Simpar Sasu France 66.5% - Chateau de Lamorlaye SCI France 66.5% - SCI Domaine de Segries France 66.5% - Hertford Travel Group Ltd. England 66.5% - European Study Tours Ltd. England 66.5% - NST Holdings Ltd. England 66.5% - NST Travel Group Ltd. England 66.5% - PGL Group Ltd. England 66.5% - EST Transport Purchasing Ltd. England 66.5%
104 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
Proportion Country of Name of Subsidiary Company of ownership Incorporation interest - Explore Worldwide Ltd. England 66.5% - Explore Aviation Ltd. England 66.5% - Explore Worldwide Adventures Ltd. Canada 66.5% - Regal Diving and Tours Ltd. England 66.5% - Djoser BV (Upto 8th February 2013) Netherlands 66.5% - Djoser-Divantoura BVBA (Upto 8th February 2013) Belgium 66.5% - Superbreak Mini-Holidays Ltd. England 66.5% - Business Reservations Centre Holland BV Netherlands 66.5% - Bookit BV Netherlands 66.5% - BV Weekendjeweg.nl Netherlands 66.5% - Business Reservations Centre Holland Holding BV Netherlands 66.5% - Superbreak Mini Holidays Group Ltd. England 66.5% - Greenbank Holidays Ltd. England 66.5% - ECampBV (formerly known as Easycamp BV) Netherlands 66.5% - RM&S Reise Marketing & Service GmbH (formerly Ecamp GmbH) Germany 66.5% - Holidaybreak Reisevermittlung GmbH (formerly Eurocamp Travel GmbH) Germany 66.5% - Eurocamp Travel AG Switzerland 66.5% - Ecamp AG Switzerland 66.5% - Eurosites BV Holland 66.5% - Parkovi Sunca d.o.o Croatia 66.5% - Camping in Comfort BV Netherlands 66.5% - Edge Adventures Limited (formerly known as Keyline Continental Ltd.) England 66.5% - Keycamp Holidays Netherlands BV Netherlands 66.5% - Keycamp Holidays Ireland Ltd. Ireland 66.5% - Eurosites AS Denmark 66.5% - Eurocamp Travel BV Netherlands 66.5% - Camping Division Ltd. England 66.5% - Sites Services SARL France 66.5% - Greenbank Packages Ltd. England 66.5% - Greenbank Services Ltd. England 66.5% - Own A Holiday Home Ltd. England 66.5% - Holidaybreak Trustee Ltd. England 66.5% - Holidaybreak Holding Company Ltd. Isle of Man 66.5% - Holidays Ltd. England 66.5% - Holidaybreak Education Ltd. England 66.5% - Meininger Travel Holdings Gmbh Germany 66.5%
Annual Report 2012-13 105 Proportion Country of Name of Subsidiary Company of ownership Incorporation interest - NST Ltd. Ireland 66.5% - NST Transport Services Ltd. England 66.5% - Depot Starvillas SARL France 66.5% - Eurocamp Independent Limited England 66.5% - Eurocamp Limited England 66.5% - GHL Transport Limited England 66.5% - Holidaybreak Quest Trustee Limtied England 66.5% - Hotelnet Limited England 66.5% - SAS Travelworks France France 66.5% - Select Sites Ltd England 66.5% - Starvillas Ltd England 66.5% - Travelplus Group Gmbh Austria 66.5% - Travelworks UK Limited England 66.5%
Results of subsidiaries acquired are included in the consolidated financial statements from the effective dates of acquisition and upto disposal.
c. Associate companies considered in these Consolidated Financial Statements are:
Country of Proportion Name of Associate Company of ownership Incorporation interest Tulip Star Hotel Ltd. India 30.42% Radius Global Travel Ltd. Singapore 28.33% Meininger Holding GmbH* Germany 74% Adventure Travel Experience Inc USA 48% Tutors Direct Ltd (w. e. f. 20th April 2012) England 40% Tute Education Ltd (w. e. f. 22nd August 2012) England 40%
* While the Company holds 74% in its subsidiary Company Meininger Holding GMBH, the financials of Meininger have been consolidated only as share of profit from associates in accordance with Accounting Standard 23, as the Company does not yet have full management control as per the Shareholders Agreement.
d. Joint Venture companies considered in these Consolidated Financial Statements are:
Country of Proportion Name of Joint Venture Company of ownership Incorporation interest • Royale Indian Rail Tours Ltd. India 50%
106 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
D. 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, as applicable. Differences in accounting policies of the Company and its subsidiaries are not material except as stated under : -
Material differences in accounting policies of the company and its subsidiaries are as under:-
Proportion to Item Name of Subsidiary ` in Lacs the item Depreciation Prometheon Holdings (UK) Ltd. and its subsidiaries 11,502 78% Depreciation Cox and Kings (Australia) Pty Ltd and its subsidiaries 128 1%
Annual Report 2012-13 107 Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2013
1. Share Capital
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Authorised: 22,00,00,000 equity shares of ` 5 each (Previous year 22,00,00,000 equity shares of ` 5 each) 11,000 11,000 11,000 11,000 Issued, Subscribed and Paid up: 13,65,27,890 equity shares of ` 5 each fully paid up (Previous year 13,65,27,890 equity shares of ` 5 each fully paid up). 6,826 6,826 6,826 6,826
1.1 3,88,87,890 equity share of face value ` 5/- each (Previous Year 3,88,87,890 equity shares of face value ` 5/- each) out of issued, subscribed & paid up share capital were alloted as bonus share in the past five years by capitalisation of reserves.
1.2 20,82,630 equity share of face value ` 5/- each (Previous Year 23,99,630 equity shares of face value ` 5/- each) out of issued, subscribed & paid up share capital were alloted in the past five years pursuant to the contract without payment being received in cash.
1.3 Number of Equity Shares held by each shareholder holding more than 5% shares in the company are as follows:
As at 31st March, 2013 As at 31st March, 2012 Particulars No of Shares Share No of Shares Share Holding in % Holding in % Sneh Sadan Graphic Services Limited 33,538,368 24.57% 33,353,368 24.42% Kubber Investments (Mauritius) Pvt Ltd 18,346,560 13.44% 18,346,560 13.44% Liz Investments Pvt Ltd 14,482,526 10.61% 13,763,328 10.08% Smallcap World Fund Inc 10,592,000 7.76% 10,592,000 7.76%
1.4 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:
For the year For the year ended on ended on 31st March, 31st March, Particulars 2013 2012 No of No of shares shares No of Equity Shares outstanding at the beginning of the year 136,527,890 68,263,945 Add: Subdivision (Refer Note 1.5) - 68,263,945 Less: Equity Shares forfeited/Bought back during the year - - No of Equity Shares outstanding at the end of the year 136,527,890 136,527,890
108 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
1.5 The equity shares of the company of Face value of ` 10/- each were sub-divided into equity shares of `5/- with effect from June 22, 2011
1.6 Terms/rights attached to equity shares: The company has only one class of equity shares having a par value of ` 5/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
2. Reserves And Surplus
(` in Lacs) As at As at Particulars 31st March, 2013 31st March, 2012 Capital Reserves As per last Balance Sheet 32 32 Securities Premium Account: As per last Balance Sheet 74,389 76,155 Less : IPO / GDRs / NCDs issue expenses - 1,766 74,389 74,389 Debenture Redemption Reserve As per last Balance Sheet 4,706 1,518 Additions on debenture issued during the year - 3,188 Less: Transfer to General Reserves 1,552 - 3,154 4,706 Foreign Exchange Earning Reserve: As per last Balance Sheet - 56 Less: Transfer to General Reserves - (56) - - Revaluation Reserve: As per last Balance Sheet 276 333 Add/( Less) : during the year 57 (57) 333 276 Foreign Exchange Translation Reserve: As per last Balance Sheet (5,502) (3,205) Less: Prior Period Expense (Refer note 2.1) (8,999) - Additions during the year 14,228 (2,297) (272) (5,502)
Annual Report 2012-13 109 (` in Lacs) As at As at Particulars 31st March, 2013 31st March, 2012 General Reserve As per last Balance Sheet 639 - Add: Transfer from Statement of Profit and Loss 401 583 Add: Transfer from Foreign Exchange Earning Reserve - 56 Add: Transfer from Debenture Redemption Reserve 1,552 - 2,592 639 Surplus i.e. Balance in Profit and Loss statement As per last Balance Sheet 37,873 39,072 Add: Profit for the year 24,842 4,161 Less: Appropriations Prior Period Adjustment (Refer note 2.1) 15,178 - Debenture Redemption Reserve - 3,188 Tax on Dividend payment for Previous Year 7 3 Proposed Dividend* 1,365 1,365 Tax on Proposed Dividend 221 221 Transfer to General Reserves 401 583 45,542 37,873 Total 125,769 112,412
* Dividend amount per equity share proposed to be distributed to Shareholders ` 1/- (P.Y. `1/- per share).
2.1 Adjustment to Reserves: In one of the Group’s subsidiaries, Prometheon Holdings (UK) Limited, there has been a change in accounting policy to treat inter-company loan funding as non-monetary items, translating the balances at the rate prevailing when first recognised to reflect the position that such funding was in substance quasi-equity. During the current financial year, these loans have since been capitalised as equity within Prometheon Holdings (UK) Limited. The change in accounting policy is in accordance with SSAP 20 of UK GAAP. The impact of the change in accounting policy has been to reverse a gain recognised in the prior year of STG 10.9 Million (` 8,999 lacs). In the previous year, a loss of STG 12.8 Million (`10,567 lacs) arose in respect of certain US dollar forward currency contracts to which the subsidiary, Prometheon Holdings (UK) Ltd was a party and which matured on 19th January 2012. In the accounts for the year ended 31st March 2012, a proportion of this loss was capitalised as a debt issue cost, which should have been recognised as an expense in that period. Further, there were certain expenses to the tune of STG 5.53 million (` 4,618 lacs) in relation to Debt for the acquisition of Holiday Break Ltd. which were either capitalised or were being amortised over the period of debt in the accounts for the year ended 31st March, 2012. In accordance with the UK GAAP, the above amounts totalling to ` 15,185 lacs pertaining to prior period have been adjusted in the opening reserves apart from Foreign Exchange Gain of ` 8,999 lacs which has been adjusted against Foreign Exchange Translation Reserve on consolidation.
110 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
3. Long Term Borrowings
(` in Lacs) As at 31st March, 2013 As at 31st March, 2012 Particulars Current Non Current Current Non Current Secured Non Convertible Debentures - 27,000 - 60,000 Term Loans from Banks 40,582 359,121 89,878 257,127 Vehicle Loans from Banks 1 7 12 - Vehicle Loans from Others 1 5 6 - Finance Lease Obligations (Refer Note No.27) 4,588 3,184 5,668 7,990 Unsecured Non Convertible Debentures - 2,500 - 20,000 Term Loans from Banks 5,000 - - - Total 50,173 391,816 95,565 345,117
3.1 Term Loans comprising of: (a) Secured Non Convertible debentures to the extent ` 17,000 Lacs (Previous Year ` 50,000 lacs) are secured by First Pari Passu charge on all Fixed and Current Assets of the Company. (b) Secured Non Convertible debentures to the extent ` 10,000 lacs (Previous Year ` 10,000 lacs) are secured by First Pari Passu charge on all Current Assets of the Company. (c) Secured Term Loan from Bank to the extent ` 2,677 lacs (Previous Year ` 4,735 lacs) is secured against Credit Card Receivables, second charge on the current assets of the company, present and future, and Personal Guarantee of two Directors. (d) Secured Term Loan from Bank to the extent ` 2,237 lacs (Previous Year `3,331 lacs) is secured by first ranking charge on all Current Assets, both present and future, excluding credit card receivables. (e) Secured Term Loan from Bank ` 4,065 Lacs (Previous year ` 5,728 Lacs) are secured by first charge on Fixed assets and current assets of East India Travel Company Inc., pledge of shares of East India Travel Company Inc. and second charge over all assets of Cox and Kings Travel Ltd. and Cox & Kings (UK) Ltd. (f) Secured Term Loan from Bank ` Nil Lacs (Previous year `5,240 Lacs) are secured by fixed charged on all current and future revenue, moveable and immovable assets including intangible assets of Cox and kings (australia) Pty Ltd. And its subsidiaries and a collateral security by way of pledge of shares of the company and its subsidiaries. (g) Secured Term Loan from Bank ` 17,830 Lacs (Previous year ` 24,953 Lacs) are secured by bank guarantess given by parent company for Cox and Kings Singapore Pvt. Ltd.. (h) Secured Term Loan from Bank ` 108,502 Lacs (Previous year ` 167,845 Lacs) are secured by pledge of shares of Holidaybreak Ltd., Corporate Guarantee of the Company and First charge on receivables of Prometheon Holdings (UK) Ltd. (i) Secured Term Loan from Bank ` 157,078 Lacs (Previous year ` 115,567 Lacs) are secured by freehold properties of certain subsidiary undertakings of Holidaybreak Ltd. (j) Secured Finance Lease Obligations ` 7,772 Lacs (Previous year ` 13,658 Lacs) are secured by freehold properties of certain subsidiary undertakings of Holidaybreak Ltd.
Annual Report 2012-13 111 (k) Secured Term Loan from Bank ` 107,314 Lacs (Previous year ` Nil Lacs) are secured by pledge of shares of Prometheon Enterprises Ltd, Corporate Guarantee of the Company and second charge on fixed Assets and Current Assets of the Company. (l) Vehicle Loans are secured by hypothecation of respective vehicles purchased. (m) A Promoter Director has given Personal Guarantee for unsecured loan `5,000 lacs.
3.2 Maturity Profile and rate of interest of Non-convertible debetures are set out below:
(` in Lacs) Rate of 2014-15 2015-16 2016-17 Particulars Interest Secured Debentures 400 Non Convertible Debentures 11.25% - 2,500 1,500 1,300 Non Convertible Debentures 11.30% - - 13,000 1,000 Non Convertible Debentures 11.25% 10,000 - - Unsecured Debentures 250 Non Convertible Debentures 10.60% 2,500 - - Total 12,500 2,500 14,500
3.3 Maturity Profile of other loans is set out below:
(` in Lacs) 2014-15 2015-16 2016-17 2017-18 & Particulars After Secured Loans: Term Loan from Banks 35,539 37,145 40,519 248,146 Vehicle Loan 3 3 3 3 Unsecured Loans: Term Loan from Banks - - - - Total 35,542 37,148 40,522 248,149
4. Deferred Tax Liability (Net):
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Deferred Tax Liability Related to Fixed Assets 7,464 7,663 7,464 7,663 Deferred Tax Assets Related to Fixed Assets 666 172 Disallowance under Income Tax Act, 1961 666 172
112 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
5. Long-Term Provisions
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Provision for Employee Benefits 1,015 2,657 Total 1,015 2,657
6. Short Term Borrowings
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Secured Loan From Banks - Working Capital Loan 18,136 10,000 Unsecured Loan - Term Loan 7,500 15,500 Total 25,636 25,500
6.1 Working Capital Loan ` 14,505 Lacs (Previous year ` Nil Lacs) is secured by First Pari Passu charge on all Fixed & Current Assets of the Company and personal guarantee of two directors. 6.2 Working Capital Loan ` Nil Lacs (Previous year ` 10,000 Lacs) is secured by First charge on one Residential flat and whole of Current Assets of the Company. 6.3 Working Capital Loan ` 3,631 Lacs (Previous year ` Nil Lacs) is secured by First charge on Fixed & Current Assets of Cox and Kings Travel Ltd.
7. Trade Payables
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Trade payables Micro, Small and Medium Enterprises - - Others 45,615 41,110 Share of Interest in Joint Venture 1,382 1,382 Total 46,997 42,492
7.1 Micro, Small and Medium Enterprises: The particulars required to be disclosed under the Micro, Small and Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end of the year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accrued and remaining
Annual Report 2012-13 113 unpaid as at the end of the year etc. could not be disclosed for want of information whether sundry creditors include dues payable to any such undertakings.
8. Other Current Liabilities
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Current maturities of long-term debt (Refer Note No. 3) 45,585 89,897 Current maturities of finance lease obligations (Refer Note No. 3) 4,588 5,668 Interest accrued but not due on borrowings 1,561 3,678 Unpaid dividends* 1 1 Unpaid Application money* # [Current year ` 0.17 Lacs, (Previous year ` 0.17 Lacs)] 0# 0# Book overdraft 477 3,887 Income received in advance (Unearned revenue) 70,671 69,993 Other payables (including statutory dues payable and advance from customers) 48,355 43,607 Share of Interest in Joint Venture 431 431 Total 171,671 217,162
*No amount is due to Investor Education and Protection Fund.
9. Short-Term Provisions
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Provision-Others: Provision for Employee Benefits 438 1,037 Proposed Dividend 1,365 1,366 Tax on proposed dividend 221 221 Provision for Tax (Net of Advance Tax) 1,741 2,532 Total 3,765 5,156
114 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements 50,853 ` ` in Lacs) ` in Lacs) As at As at ( ( 31.03.2012 31.03.2012 365 lacs (Previous Net Block Net Block ` 1,151 4,864 13,193 7,511 108 lacs (Previous year As at As at 779 Lacs) ` ` 31.03.2013 31.03.2013 Nil lacs (Previous year ` As at As at 31.03.2013 31.03.2013 On 1,180 Lacs (Previous year ` disposals / Deletions / adjustment adjustment 739 Lacs) ` Depreciation Amortization year year For the For the 1,456 lacs) and depreciation adjustments includes ` 142 lacs) and depreciation adjustments includes ` As at As at 01.04.2012 01.04.2012 164 Lacs (Previous year ` 230,146 lacs) and depreciation adjustments includes ` As at As at 31.03.2013 31.03.2013 309 lacs (Previous year 3,055 lacs (Previous year ` ` year year during the during the Disposals / Deletions / Adjustment Adjustment - - 474 80 76 - 156 318 394 - (16) 47 6 1 (3) 10 37 25 Cost Cost Nil lacs (Previous year ` year year Additions Additions during the during the
31
474 771 * 7 381 397 246* 32 80 198 199 525 934 * 80 216 798 407* 132 187 352 446 527 2,739 778 (127) 3,644 1,323 569 (113) 2,005 1,639 As at As at 15,666 236,795 6,598 245,863 6,871 4,343 (44,816) 56,030 189,833 11,268* 1,853 (3,844) 16,965 2,017* 464 1,151 1,330 15,635 9,251 13,552 1,535 572 14,515 5,998 2,027 717 7,308 7,207 7,554 75,790 * 4,107 2,875 77,022 33,619* 6,227 3,363 36,483 40,540 42,172 01.04.2012 01.04.2012 766 lacs) on account of foreign exchange difference consolidation. ` 124 lacs) on account of foreign exchange difference consolidation. Intangible under development and additon include Employee Benefit Expenses Capitalised. Capital Work in Progress and addtion includes rent capitalised Disposal/Adjustments to gross block includes year ` Disposal/Adjustments to gross block includes lacs) on account of consolidation new subsidiaries Additions to gross block includes
Assets Assets *The opening gross block and accumulated depreciation has been adjusted due to reclassification. 11.2 10.3 Fixed Assets- Tangible Fixed Assets- Intangible 11.1 *The opening gross block and accumulated depreciation has been adjusted due to reclassification. 10.2 10.1
Description of Description of Owned Assets Leasehold Land Owned Assets (Other than internally generated) Computer Software 14,621* 4,111 2,514 16,218 8,176* 2,563 2,559 8,180 8,038 6,445
10. 11. In Progress - Intangible Land & Building 117,653 * 711 458 117,906 3,289* 485 (1,370) 5,144 112,762 114,364 Video
Trade Mark Total Amount ( ` ) 15,126 4,111 2,498 16,739 8,262 2,640 2,556 8,346 8,393 6,864 Computers Previous Year Electrical Equipments 2,897 461 293 3,065 1,143 195 328 1,010 2,055 1,754 Add: Capital Work Office Equipments 3,114 * 219 9 3,324 1,160* 278 56 1,382 1,942 1,954 Furniture & Fixtures 8,402 * 1,896 754 9,544 1,894* 2,258 1,590 2,562 6,982 6,508 Mobile Homes & Camping Equipment Motor Car Leased Assets Lease Hold Improvement Total Amount ( ` ) 234,381 10,869 1,714 243,536 49,773 12,098 6,102 55,769 187,768 184,609 Previous Year Add: Capital Work In Progress - Tangible
Annual Report 2012-13 115 12. Non Current Investments
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Non Current Investments (Unquoted, Non Trade) Investments in Equity Instruments of Others: Ezeego One Travel and Tours Limited 1,000 1,000 9,000 (Previous year 9,000) Equity Share of ` 10/- Each fully paid-up Business India Publications Limited 25 25 45,000 (Previous year 45,000) equity shares of ` 10/- each fully paid-up Greater Bombay Co-Op Bank Limited 0* 0* Nil shares (Previous year 40) at ` 25 each fully paid-up * [Current year ` Nil Lacs (Previous year ` 0.01 Lacs)] New Media Spark Plc 8 8 10,000 (Previous year 10,000) equity shares of GBP 1 each fully paid-up Non CURRENT INVESTMENTS (Quoted, Non Trade) Investments in Equity Instruments of Associates: Tulip Star Hotels Limited 161 304 1,402,500 (Previous year 1,402,500) Equity Shares of ` 10/- each fully paid-up Radius the Global Travel Company 619.78 Shares (Previous year 619.78) of Class B Common Voting shares , fully 1,333 1,475 paid-up 10 Shares (Previous year 10) of Class A Common Non-Voting Shares, fully paid-up 6 6 Meininger Holding GMBH 40,961 24,713 22,200 (Previous year 15,000) Equity shares of Euro 1 each fully paid-up Adventure Travel Experience Inc 114 79 1000 (Previous year Nil) Shares of $ 0.01 each Tutors Direct Limited 207 - 250,000 (Previous year Nil) preference shares of £1 each 667,000 (Previous year Nil) ordinary shares of £0.001 each Tute Education Limited 17 - 4000 (Previous year Nil) Ordinary Share of £0.001 each 5000 (Previous year Nil) Ordinary Share of £0.001 each (purchased @ £ 4 each) Total 43,831 27,610 Aggregate Amount of quoted investments 161 304 Market Value of quoted investments 1,823 2,300 Aggregate Amount of unquoted investments 43,645 27,281
116 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
13. Long Term Loans And Advances
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 (Unsecured and considered good) Loans and Advances to other than related parties: Capital Advances - 193 Deposits (Including Security & EMD Deposits) - 2,271 Share of Interest in Joint Venture - 952 Total - 3,416
14. Current Investments
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Current Investments (Unquoted, Non Trade) Investments in Debentures: V Hotels Limited 1,800 1,800 1,800,000 (Previous year 1,800,000) 24% Convertible Debentures of ` 100/- each fully paid-up Ezeego One Travel and Tours Limited 1,000 1,000 100,000 (Previous year 100,000) 12% Fully Convertible Debentures of ` 1,000/- each fully paid-up Investments in Units of Mutual Funds: Kotak Indo World Infrastruture Fund - Growth Plan 8 7 100,000 Units (Previous Year 100,000 units of ` 10 each fully paid up) Total 2,808 2,807
15. Inventories (at cost or net realisable value whichever is lower)
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Foreign Currency 615 585 Stock - tickets, food, mobile homes and other retail items 1,104 1,001 (Taken, valued and certified by the management) Share of Interest in Joint Venture 140 140 Total 1,859 1,726
Annual Report 2012-13 117 16. Trade Receivables (` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 (Unsecured and considered good) Oustanding for a period exeeding six month from the date that are due for payments 1,527 422 Others 88,365 70,436 Share of Interest in Joint Venture 648 648 Total 90,540 71,506
17. Cash and Bank Balances (` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Cash and Cash Equivalent Balances with banks In Current Accounts 81,587 83,985 In Unpaid Dividend Accounts 1 1 Cash on hand 400 223 * Includes cheques on hand for ` 4,921 Lacs (Previous year ` Nil). Other Bank Balance Margin Money Deposit 849 371 (Given as security for bank guarantee) Fixed Deposits* 43,856 20,515 * All Fixed Deposits having original maturity period more than twelve months. Share of Interest in Joint Venture 232 232 Total 126,925 105,327
18. Short Term Loans And Advances (` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2011 (Unsecured and considered good) Loans and Advances to related parties (Refer Note No. 26) 9,254 8,394 Loans and Advances to others 7,929 4,823 Advance Tax Paid (Net of Provision) 1,366 - Deposits (Including security and EMD deposits) 4,361 - Others (including Advances against supplies and services, Staff Advances, Prepaid Expenses) 60,352 68,898 Share of Interest in Joint Venture 1,121 4 Total 84,383 82,119
118 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
19. Other Current Assets
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Share of Interest in Joint Venture 330 165 Total 330 165
20. Revenue From Operations
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Income from operation Travel and Tours Commission 178,273 82,383 Income from Forex Division 2,490 1,374 Other Operating Income 111 37 Total 180,874 83,794
21. Other Income
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Interest From Current Investment 628 605 From Banks 155 530 From Others 2,801 594 Dividend From Current Investment 78 536 Net Gain on Sale of Investments From Current Investment - 819 Adjustment to the carrying amount of investment - 0# # [Previous year ` 0.45 Lacs] Other Non operating Income Profit on Sale of Fixed Assets 814 9 Others 1,402 464 Total 5,879 3,556
Annual Report 2012-13 119 22. Employee Benefit Expenses
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Salaries and wages 61,813 34,144 Contribution to provident and other funds 6,010 3,529 Staff welfare expenses 1,753 843 Total 69,576 38,516
23. Finance Costs
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Interest expense 32,275 17,340 Other borrowing costs 4,778 1,089 Total 37,054 18,429
24. Other Expenses
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Rent 5,353 3,321 Rates & Taxes (excluding taxes on income) 7 242 Electricity Charges 845 455 Insurance 1,316 1,023 Payment to Auditors Audit Fees 676 562 Certificaton Fees 78 17 Taxation Matter 188 187 942 766 Communication and Courier Expenses 3,403 1,674 Professional Charges 3,220 2,585 Travelling Expenses 3,643 2,412 Advertisement, Publicity & Business Promotion 12,511 9,872 Bad debts 28 53
120 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
(` in Lacs) For the year For the year Particulars ended 31st ended 31st March, 2013 March, 2012 Donation 223 124 Directors Sitting Fees & Commissions 25 42 Computer Expenses 2,553 1,463 Miscellaneous expenses 4,983 4,515 Exchange Fluctuation 442 (13,046) Total 39,491 15,501
25. Segment Reporting: The Company is mainly engaged in Tours and Travel activity. All activity of the company revolve around this main business. As such, there are no seperate reportable segments as per the Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.
(` in Lacs) As at 31st As at 31st Particulars March, 2013 March, 2012 Segment Revenue (External Turnover): India 37,731 29,895 Rest of India 143,143 53,898 Segment Assets: India 211,688 235,825 Rest of India 622,825 529,159 Segment Liabilites: India 100,554 140,243 Rest of India 547,812 505,504 Capital Expenditure: India 7,244 10,097 Rest of India 9,705 231,780
26. As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below
(a) List of the related parties where control exist and related parties with whom transactions have taken place and relationship.
Sr. Name of the Related Party No. A Associate: 1 Tulip Star Hotels Ltd. 2 Radius Global Travel Ltd. 3 Adventure Travel Experience Inc
Annual Report 2012-13 121 Sr. Name of the Related Party No. 4 Meininger Holding GmbH 5 Tutors Direct Limited (With effect from 20th April 2012) 6 Tute Education Limited (With effect from 22nd August 2012) B Key Managerial Personnel: 7 Mr. A.B.M Good – Chairman 8 Mr. Peter Kerkar – Director 9 Ms. Urrshila Kerkar – Director C Others: (i) Joint Venture: 10 Royale Indian Rail Tours Limited (ii) Enterprises over which Key Management Personnel and their relatives exercise significant influence 11 Far Pavilions Tours and Travels Pvt. Ltd. 12 Ezeego One Travel and Tours Limited
(b) Transaction during the year with related parties:
(Amount in ` In Lacs) Sr. Nature of Transaction Associates Key Others Total No. Managerial Personal 1 Purchase/Subscription of Investments 17,188 - - 17,188 26,260 - - 26,260 2 Loans and advances given/(returned/taken) 404 - 468 872 227 - 679 906 3 Purchase 790 - 3,014 3,804 385 - 5,389 5,774 4 Sales 416 - 32,418 32,834 - - 39,165 39,165 5 Payment to Key Managerial Person - 174 - 174 - 181 - 181 6 Director Fees & commission paid - 3 - 3 - 2 - 2 7 Interest Received on Loans/Advance - - 120 120 - - 120 120 8 Dividend Received 3,512 - - 3,512 - - - - 9 Reimbursement of Expenses - - 126 126 - - - -
122 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
(Amount in ` In Lacs) Sr. Nature of Transaction Associates Key Others Total No. Managerial Personal 10 Commission - - - - 154 - - 154 Balance as at 31st March, 2013 11 Investments 41,690 - 2,250 43,940 26,459 - 2,250 28,709 12 Trade Receivable 71 - 6,132 6,203 - - 6,242 6,242 13 Advance from Customer - - (2) (2) - - - - 14 Loan & Advances 2,590 - 6,664 9,254 2,182 - 6,212 8,394 15 Trade payable 103 - 892 995 - - 1,125 1,125 16 Advance to Vendors - - (73) (73) - - - -
Note : The Figures in Italics are in respect of Previous year
Disclosure in respect of significant related party transaction during the year. 1 Purchases of Investment includes ` 17,188 Lacs (Previous year ` 24,792 Lacs) in Meininger Holding GmbH. 2 Loan given during the year inlcludes ` 293 Lacs (Previous year ` 227 Lacs) to Tulip Star Hotel Ltd. ` 342 Lacs (Previous year ` 482 Lacs) to Ezeego One Travels & Tours Ltd. and ` 117 Lacs (Previous year ` 113 Lacs) to Far Pavilion Tours & Travels Ltd. ` 111 Lacs (Previous year ` NIl) to Tute Education Limited. 3 Purchases include ` 3,014 Lacs (Previous year ` 3,617 Lacs) Ezeego One Travels & Tours Ltd., ` 790 Lacs (Previous year ` Nil) Meininger Holding GmbH and ` Nil (Previous year ` 1,772 Lacs) Royal Indian Rail Tours Ltd. 4 Sales include Ezeego One Travels and Tours Ltd. ` 32,418 Lacs (Previous year ` 38,646 Lacs) ` 416 Lacs (Previous year ` Nil) Meininger Holding Gmbh and ` Nil Lacs (Previous year ` 519 Lacs) Royal Indian Rail Tours Ltd. 5. Payment to Key Management Person paid includes ` 160 Lacs paid to Ms. Urrshila Kerkar (Previous year ` 181 Lacs) and ` 14 Lacs (Previous year ` 21 Lacs) to Peter Kerkar. 6. Director fees paid to Key Management Person paid includes ` 1 Lacs (Previous year ` 1 Lacs) paid to Mr. A.B.M.Good and ` 2 Lacs (Previous year ` 1 Lacs) to Mr. Peter Kerkar. 7. Interest received includes Ezeego One Tours & Travels Ltd. ` 120 Lacs (Previous year ` 120 Lacs). 8. Dividend received includes ` 3,512 Lacs (Previous year ` Nil) by Meininger Holding GmbH. 9. Commission paid on sales to Adventure Travel Experience Inc. ` Nil (Previous year ` 154 Lacs).
Annual Report 2012-13 123 27. Leases
(a) The company has operating lease in respect of office premises. Further lease rentals payable in respect of the above which are non cancellable is as follows :
(` in Lacs) As at 31st As at 31st Particulars March, March, 2013 2012 Not later than one year 14,556 2,633 Later than one year but not later than five years 7,500 6,288 Later than five year 1,151 NIL
(b) The minimum lease rentals and the present value of minimum value of minumum lease payments in respect of assets acquired under finance leases are as follows:
(Amount In `) Total Minimum Future Interest on Present Value of Lease Payments Outstanding Lease minimum lease Outstanding Payments payments Particulars As at 31st As at 31st As at 31st As at 31st As at 31st As at 31st March, March, March, March, March, March, 2013 2012 2013 2012 2013 2012 Not later than one year 4,739 5,668 151 244 4,588 5,424 Later than one year but not later 3,252 7,990 69 570 3,184 7,420 than five years Later than five year ------
28. Earnings Per Share (EPS) (a) Earnings Per Share (EPS) Basic and Diluted
As at 31st As at 31st Particulars March, 2013 March, 2012 Net Profit after Tax as per Statement of Profit & Loss attributable to Equity 30,278 7,278 Shareholders before exceptional item (` in Lacs) Net Profit after Tax as per Statement of Profit & Loss attributable to Equity 24,842 4,160 Shareholders after exceptional item (` in Lacs) Weighted average number of Equity Shares (Basic) (No. in Lacs) 1,365 1,365 Weighted average number of Equity Shares (Diluted) (In No.) 1,365 1,365 Basic & Diluted Earning Per Share before exceptional item (EPS) (In `) 22.18 5.33 Basic & Diluted Earning Per Share after exceptional item (EPS) (In `) 18.20 3.05 Face Value Per Equity Shares (In `) 5/- 5/-
29. Commitments Estimated amount of contracts remaining to be executed on capital account and not provided for ` 271 Lacs (Previous year ` 759 Lacs).
124 Cox & Kings Limited Business Overview | Management Discussion & Analysis | Statutory Reports | Financial Statements
30. Financial Derivative Instruments:
A. Derivative contract entered into by the company for hedging currency risk and outstanding as on 31st March, 2013. Nominal amount of forward contract entered into by the company and outstanding as on 31st March, 2013 amounting to ` 1,259 Lacs (Previous year ` 19,754 Lacs)
(` in Lacs) Amount in foreign Equivalent amount Currency in ` Particulars As at As at As at As at 31st March, 31st March, 31st March, 31st March, 2013 2012 2013 2012 EUR 1 3 164 167 GBP 12 240 1,004 19,549 USD 3 1 91 38 Total 16 244 1,259 19,754
B. Derivative contract entered into by the company for hedging Interest rate risk and outstanding as on 31st March, 2013 Nominal amount of interest rate swap contract entered into by the company and outstanding as on 31st March, 2013 amounting to ` 115,586 Lacs (Previous year ` 106,218 Lacs)
(` in Lacs) Amount in foreign Equivalent amount Currency in ` Particulars As at As at As at As at 31st March, 31st March, 31st March, 31st March, 2013 2012 2013 2012 GBP 1,400 1,304 115,586 106,218 Total 1,400 1,304 115,586 106,218
C. Foreign Currency Exposure that are not hedged by derivative instruments as on 31st March, 2013 amounting to ` 249,267 Lacs (Previous year ` 4,780 Lacs)
(Figures in Lacs) Equivalent amount in USD Amount in INR Particulars As at As at As at As at 31st March, 31st March, 31st March, 31st March, 2013 2012 2013 2012
Trade Receivables 247 1 13,422 26 Banks (Net of Trade Payables) 72 18 3,921 883 Borrowing 4,258 67 231,141 3,331 Unsettled Traveller Cheque 14 11 777 540 Total 4,592 97 249,261 4,780
Annual Report 2012-13 125 31. Contingent Liabilities:
(` in Lacs) As at As at Particulars 31st March, 31st March, 2013 2012 Guarantees: Guarantees given by Bank 21,203 28,002 Others 36,431 32,827 Tax demands Disputed income Tax Demand 954 754 Advance income Tax paid against demand 321 269 Disputed Service Tax demand 12,908 12,907 Legal Claims Claim against the Company not acknowledged as debts 1,071 1,053 Total 72,889 75,812
34 Other Notes (a) Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure. (b) The Royale India Rail Tours Ltd.(RRITL) is a 50:50 joint venture between Indian Railway Catering and Tourism Corporation (IRCTC) and Cox and Kings Ltd. The Supreme Court has dismissed the Special Leave Petition filed by the company and directed both the parties to go for arbitration which is on going process. It also made it clear that the observations made by the Courts shall not, in any way, influence the outcome of the arbitral proceedings, if resorted to by the parties. The arbitration proceedings were continuing as at the year end. The company consolidated the last available financial for year ended 31st March, 2011. (c) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least to the amount at which they are stated in the balance sheet. (e) Exceptional items for the year ended 31st March, 2013 comprises of : ` 1,925 lacs towards redundancy cost in the Campaign business in UK, Denmark & Netherland; ` 771 lacs profit on sale of subsdiary Djoser BV; ` 4,283 lacs towards foreign exchange loss on revaluation of Bank Loan and Inter Company Loans for acquistion purposes. Exceptional items for the year ended 31st March, 2012 comprises mainly of cost incurred for acquisition of Holidaybreak.
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 Partner Director Director Membership No.103141
Date: 30th May, 2013 Place: Mumbai Company Secretary
126 Cox & Kings Limited Notes Notes
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