Dear Shareholders,
The Board of Directors hereby submits the report of the business and operations of your
Company, along with the audited financial statements, for the financial year ended March
31, 2018.
1. Financial Performance
The Company's financial performance, for the year ended March 31, 2018 is summarised in
below:
Particulars |
Standalone Results |
Consolidated Results |
|
FY 2017-18 |
FY 2016-17 |
FY 2017-18 |
FY 2016-17 |
Net Sales & Other income |
85,289 |
74,527 |
245,081 |
2,22,585 |
Profit before Taxation |
28,001 |
27,718 |
69,138 |
39,563 |
Provision for Taxation |
10,396 |
9,584 |
22,221 |
17,223 |
Profit After Tax |
17,605 |
18,134 |
46,917 |
22,340 |
Proposed Dividend (inclusive of dividend tax) |
2,140 |
2,162 |
2,140 |
2,162 |
Earnings Per Share ( Rs ) |
9.97 |
10.27 |
21.33 |
8.32 |
2. Dividend
The Directors have recommend a Dividend of 20% ( Rs 1/- per equity share of Rs 5/-
each) to be appropriated from the profits of the financial year ended March 31, 2018,
subject to the approval of the shareholders at the ensuing Annual General Meeting. The
dividend, if declared as above, would involve an outflow of Rs 17,65,64,890 towards
dividend and Rs 3,62,92,913 towards dividend tax, resulting in a total outflow of Rs
21,28,57,803.
The dividend payout has been formulated in accordance with the Company's policy to pay
sustainable dividend linked to long-term performance, keeping in view the Company's need
for capital for its growth plans and the intent to finance such plans through internal
accruals to the maximum. Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the said policy is available on Company's
website at https://www.coxandkings.com/ live/home/ Rs
link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447.
3. Material changes affecting the Company
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company.
4. Overview of financial performance
In RsY 2017-18, we focused on growth and managed to grow all our businesses faster than
In RsY 2016-17 in constant currency terms.
This is testament to our resilience which is achieved by being dynamic and adaptive to
changes. Brexit continued to pose a challenge to our UK operations while India business
saw receivables increase due to the confusion emanating from the implementation of Goods
and Services Tax (GST).
In this backdrop, Cox & Kings' consolidated net revenues grew 9.9% yoy In RsY
2017-18 more than double the growth of 4.4% In RsY 2016-17 as nearly all businesses kept
up the momentum. The investments in advertising to grow our India retail business and
strengthening the leadership team in Meininger contained EBITDA growth at 4%. But the
investments we have made should help us execute our plans to grow our revenues faster or
enable us to change our business mix favourably in the next few years.
Leisure - India
FY 2017-18 was a year of major transformational reform, implementation of GST. This
preceded by the currency replacement programme led the GDP growth to slow down to 5.7% in
1Q FY 2017-18 after recording 7.1% In RsY 2016-17. But we executed well and grew net
revenues by 12% y-o-y In RsY 2017-18 compared to 9.4% In RsY 201617. Since then, India's
GDP growth has bounced back to 77% in Q$ FY 2017-18.
Our leadership and strong standing in the B2B segment has given us confidence that we
can now pursue market leading growth in the B2C segment. The Outbound segment continued to
witness strong growth as air travel became affordable due to cheaper fares driven by
competition including from low cost airlines. We believe, with a wide choice of financing,
this segment growth can actually accelerate further. The Domestic travel segment is
growing rapidly too as connectivity is improving and the online travel booking sites
offering a variety of discounts and cash back offers. Factors such as companies realising
the importance of offering work- life balance to employees and channel partners, greater
appreciation for being taken on a fun filled holiday with colleagues and counterparts as
against cash rewards by the recipient, creating long lasting memories thereby increasing
association with the host organisation and building camaraderie are driving the MICE
segment growth. Business Travel has traditionally been strong for us due to our strong
relationships with corporates. Inbound business continued to follow past trends and has
grown accordingly.
Leisure - International
In our international leisure operations we saw some stability in UK. Dubai continued to
witness strong growth especially in the inbound segment as it continued to attract
visitors from their major source markets India, China and Russia. Whilst revenues remained
more or less steady, we saw impressive increase in margins, due to which EBITDA grew 15.5%
y-o-y, as we continued to reap the benefits of the reorganisation exercise carried out in
late FY 2015-16.
The ITB World Travel Trend reported a 6% growth in worldwide outbound travel in 2017,
7.5% growth in the USA, and 5.5% in Europe, 5% in Asia-Pac as well as Latin America. For
2018, it expects growth of 5% with stronger growth in Asia- Pac and Latin America.
Education
The Education division derives most of its business from the UK and hence the
uncertainty related with Brexit continued to pose some challenge. But the team executed
well and the business recorded a growth of 6.3% y-o-y in gross revenues In RsY 2017-18
after declining marginally In RsY 2016-17. The growth was led by both PGL ii. as
well NST/EST.
Our expansion into Australia has provided us great confidence that this model can be
replicated outside of UK. We continue to expand our operations in Australia and will be
looking at brownfield expansion in some of our campuses in UK In RsY 2018-19.
Meininger
Meininger's FY 2017-18 net revenues grew by 26% y-o-y in constant currency terms, the
highest it has witnessed in the past five years, on the back of an increase in bed
capacity of 25%. But it is aiming to increase its bed count from 10,500 In RsY 2017-18 to
25,000 by FY 2021-22. Such exponential increase in capacity would require management
bandwidth. Hence, it beefed up its leadership team In RsY 2017-18 which led to a
significant increase in salary costs. Consequently, EBITDA was stable In RsY 2017-18.
Meininger is not only disrupting the traditional hotel industry in Europe with its
innovative offerings but is also posing a challenge to the home sharing and hostels
segment. The concept of offering a clean, safe and affordable accommodation is being well
appreciated by the market and the demand is quite buoyant for such a product.
Others
The visa processing business continued to build on its execution and managed to grown
EBITDA to Rs 1,000 Lakhs In RsY 2017-18 from a loss of similar amount In RsY 2016-17.
5. Other Updates:
I. Credit Rating:
Credit Analysis & Research Ltd (CARE), the Rating Agency, has reaffirmed and
enhanced the Commercial Paper issue carved out of sanctioned working capital limit of the
Company from the existing Rs 1397 Crore to Rs 2022 Crore as on March 31, 2018. The Rating
has been reaffirmed as CARE A1+ (A One Plus). Instruments with this rating indicate very
strong capacity for timely payment of financial obligations and carry lowest credit risk.
CARE has also reaffirmed and enhanced the long term bank facilities of the Company from
existing Rs 1537 Crore to Rs 1787 Crore. The Rating has been reaffirmed as CARE AA (Double
A). Instruments with this rating indicate high safety for timely servicing of debt
obligations and carry very low credit risk.
Brickworks Rating India Private Limited, the Rating Agency has reaffirmed and enhanced
the Commercial Paper issue carved out of sanctioned working capital limit of the Company
from the existing Rs 1397 Crore to Rs 2022 Crore as on March 31, 2018. The Rating has been
reaffirmed as BWR A1+ (BWR A One Plus). Instruments with this rating indicate very strong
capacity for timely payment of financial obligations and carry lowest credit risk.
Meininger, Subsidiary of the Company, had signed contracts for opening of new Hotels
In Lyon: MEININGER hotels and Fonciere des Regions through its Subsidiary
Fonciere des Murs, signed an agreement for MEININGER hotel in Lyon, Located on Rue
Zimmermann. The 169- room and 580- bed Hotel is expected to open in mid of 2019. This is
the fourth joint hotel deal of MEININGER hotels and Fonciere des Regions. The hotel is
situated in the vicinity of the city center in the 7th Arrondissement of Lyon near Gare de
Lyon Perrache, the second largest railway station of the city, and close to the Rhone.
In Cologne City Centre Hotel: Cox & Kings owned MEININGER Hotels has
transferred the operating lease on its Cologne City Centre Hotel. RHK living Gmbh will be
the new sole operator of the property under the brand name SMARTY Cologne City Centre
Hotel. MEININGER Cologne City Centre Hotel operated 172 beds. The property contributed
about 1.4 Milion Euros in gross revenues and about 0.15 Milion Euros of EBITDA per annum.
Cologne remains an important potential location for MEININGER. The MEININGER group is in
the process of identifying several potential opportunities to expand in the city.
In Geneva: MEININGER Hotels signed an agreement for hotel in geneva. The
hotel will be located in close proximity to the city center. It will feature 104 rooms and
368 beds and is expected to open in 2020. It will be the second MEININGER project in
Switzerland. The hotel group is going to open a hotel in Zurich in 2019.
In Bordeaux: MEININGER Hotels signed an agreement for opening of a new
hotel in Bordeaux. The hotel will be located on Rue du Commerce which closes vicinity to
the main train station Bordeaux-St-Jean. The MEININGER Hotel will offer 162 rooms and 493
beds and is expected to open in the first quarter of 2020.
In Dresden: MEININGER Hotels signed an agreement for opening of a new
hotel in Dresden, Germany. The building is located right opposite the central railway
station at Wiener Platz 2. The 165 rooms and 639 beds hotels is scheduled to open in the
second quarter of 2021. The MEININGER hotel Dresden is in a superb location, adjacent to
the central station.
In Amsterdam: MEININGER Hotels has opened a Second in Amsterdam. The
hotel is located directly at Amstel station. The new building is located directly at
Amstel station and offers 186 rooms and 806 beds. The MEININGER Hotel Amsterdam Amstel is
part of the tallest residential building in the city.
In Glasgow: MEININGER Hotels has opened a hotel in Glasgow, United
Kingdom. The hotel is located on west George Street opposite Queen Street station and will
offer 160 rooms and 590 beds. The opening is scheduled for 2020.
iii. Trip 360
Cox & Kings Ltd has been constantly innovating to bring new and dynamic
travel products for its diverse customers. We launched Trip 360 which is an adventure
travel vertical that aims to help customers holiday in a sustainable way. With both easy
and extreme adventure offerings, Trip 360 has set a benchmark in India in the space of
adventure travel, sports and activities.
Enable Travel: To cater specifically to the disabled travellers and
senior citizens, Cox & Kings launched an Accessible Holiday Specialist brand called
Enable Travel. Being India's first Accessible Holiday Specialist, Enable Travel provides
travel solutions to travellers across disabilities including Wheelchair Bound, Vision
Impaired, Hearing Impaired and Speech Impaired.
iv. Scheme of Arrangement
The Board of Directors of your Company vide resolution dated May 30, 2017, approved the
demerger of its foreign exchange division into a separate financial service company, Cox
& Kings Financial Service Ltd. (CKFSL) under sections 230 - 232 of the Companies Act,
2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The
Company made an application to Stock Exchanges (BSE/ NSE) under Regulation 37 of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 seeking their
approval for the said Scheme of Arrangement. The BSE & NSE approved the said Demerge
Scheme vide their letter dated October 31, 2017 & October 30, 2017 respectively.
The Company had filed the petition with National Company Law Tribunal, Mumbai bench
("NCLT") under Sections 230 - 232 of the Companies Act, 2013 read with Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016. National Company Law Tribunal,
Mumbai bench ("NCLT") vide its order dated March 26, 2018 ("Order"),
inter alia, directed the Company to convene and hold a meeting of equity shareholders of
the Company for seeking their approval to the Scheme of Arrangement between the Company
and Cox & Kings Financial Service Limited and their respective shareholders.
Pursuant to the Order dated March 26, 2018 ("Order") of the Hon'ble Tribunal,
a meeting of the Equity Shareholder of the Company ("Meeting") was convened and
held at Cultural Hall, 4th Floor, Y. B. Chavan Centre, General Jagannath Bhosle Marg, Near
Mantralaya, Nariman Point, Mumbai 400021, Maharashtra on Thursday, May 10, 2018 at 11:00
a.m. (IST) for approving the Scheme of Arrangement
The proposed resolution approving the Scheme was passed with requisite majority by the
Equity Shareholders of the Company. The Company has admitted the petition to NCLT and the
matter has now been posted for final hearing on August 2, 2018.
v. Delisting of Global Depository Receipts (GDR's)
Your Company issued the Global Depository Receipts (GDRs) in August, 2010 and the said
GDRs were listed on the Luxembourg Stock Exchange (LSE). However, due to the very low
numbers of outstanding GDRs, limited liquidly together with the ongoing annual cost
/recurring cost, your Board decided to delist the said GDR from Luxembourg Stock Exchange.
Accordingly, the GDR programme of the Company got cancelled and the GDRs got delisted from
the LSE effective from October 30, 2017.
vi. Sale of stake by Prometheon Enterprise Ltd.
(PEL), Subsidiary of the Company:
In November 2017, Private Equity firm SSG Capital Management through its investee
Company acquired 34.42% stake in Prometheon Holdings (UK) Limited (PHUK), step down
subsidiary of the Company. The said stake was acquired from Rohatyn Group and Rohatyn
Group has now made complete exit from PHUK.
In March 2018 Prometheon Enterprises Ltd (PEL) has sold 14.58% stake in PHUK through
various tranche to an investee company of SSG Capital Management. Pursuant to the said
stake sale, Cox & Kings Group holds 51% of PHUK through PEL & C&K India while
SSG Capital holds 49%.
Holidaybreak houses the brands PGL, NST, EST, Travel Works and Meininger. PGL and NST
are leaders in the experiential learning space in the UK and have taken the product to
Australia. The business is attracting strong volumes in inbound student traffic from
Europe and China. Meininger has evolved as the leader in the high growth hybrid
hotel-hostel space and is setting up new hotels at a rapid pace across major cities in
Europe.
6. Consolidated Financial Statements
The consolidated financial statements of the Company & its subsidiary &
associate which form part of Annual Report have been prepared in accordance with section
129(3) of the Companies Act, 2013. Further, a statement containing the salient features of
the Financial Statement of Subsidiary Company & Associate Company in the prescribed
format AOC-1 is provided as annexed to this Report. The statement also provides the
details of performance and financial position of the Subsidiary Company & Associate
Company.
I n accordance with Section 136 of the Companies Act, 2013 the Audited Financial
Statements, including the consolidated financial statements & related information of
the Company & Audited Accounts of its Subsidiary Company are available on the website
www.coxandkings. com.
During the year under review, following companies become the subsidiaries of the
Company
1. CandK Tours SDN. BHD.
2. Cox & Kings Travel Limited, Hong Kong
3. Cox and Kings Global Services, Qatar
7. Directors' Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuing compliances with the
provisions of Section 134(3)
(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual
accounts for period ended on March 31, 2018 and state that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
8. Directors and Key Managerial Personnel
As per the provisions of the Companies Act, 2013, Mr. Anthony Bruton Meyrick Good
retires by rotation at the ensuing AGM and, being eligible, seeks reappointment.
Your Board is of the opinion that continued association with Mr. Anthony Bruton Meyrick
Good with the Company will be of immense benefit to your Company and, therefore,
recommends his reappointment.
In terms of Section 102 of the Companies Act 2013, Regulation 36 of the SEBI (Listing
Obligation and Disclosure Requirements (Regulations) 2015, and the Secretarial Standards
on the General Meetings issued by the Institute of Company Secretaries of India, brief
profile of Mr. Anthony Bruton Meyrick Good have been annexed to the Notice convening the
Annual General Meeting of the Company and the same forms an part of this Annual Report.
The term of office of Mr. Mahalinga Narayanan, Mr. Subhash Chandra Bhargava and Mr.
Pesi Patel as Independent Directors, will expire on March 31, 2019.
The Board of Directors, on recommendation of Nomination and Remuneration Committee has
recommended reappointment of above Directors, as an Independent Director of the Company
for a second term of 5 (five) consecutive years on the expiry of their current term of
office.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act and
Listing Regulations.
Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other
employees is available at the website of the Company at https://www.coxandkings.
com/live/home/ Rs link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447
Cox & Kings Limited I 35
Ms Urrshila Kerkar, Executive Director, Mr. Anil Khandelwal, Chief Financial Officer
and Ms. Rashmi Jain, Company Secretary were appointed as the Key Managerial personal for
your Company. In accordance with the provision of section 203 of the Companies Act, 2013
and there is no change in the same during the year under review
9. Disclosure Related to Board, Committee and Policies
Board Meetings: The Board met 5 times during the financial year. The meeting
details are provided in the Corporate Governance report that forms part of this Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013.
Board Evaluation: The Board of Directors has carried out an annual evaluation of
its own performance, board committees, and individual directors pursuant to the provisions
of the Act and the corporate governance requirements as prescribed by the Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015
(SEBI Listing Regulations').
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. as provided by the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on
January 5, 2017.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors and the board as a whole was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent directors, at which performance of
the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.
Board Committees: As on March 31, 2018, the Board has seven committees: the Audit
Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration
Committee, the Corporate Social Responsibility and Governance Committee, the Risk
management Committee and Finance Committee. A detailed note on the composition of the
Board and its committees is provided in the corporate governance report section of this
Annual Report
Familiarisation Programme: To familiarise the new directors with the strategy,
operation and functions of the Company, the Company make presentations to the new
directors about the Company's strategy, operations, product and service offering, market,
organisation structure, finance, human resources, technology, quality, facilities and risk
management. The details of programmes for familiarisation of Independent Directors with
the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company and related matters are put
up on the website of the Company at the link:
http://www.coxandkings.com/downloads/investor-
relations/familiarisation-programme-for-independent- directors.pdf.
Board diversity: Your Company recognises and embraces the importance of a diverse
board in its success. We believe that a truly diverse Board will leverage difference in
thoughts, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age ethnicity and gender which will help us retain our
competitive advantages. The Board has adopted the Board Diversity Policy which set out the
approach to diversity of the Board of Directors. The Board Diversity Policy is available
on website of the Company at the link: http://www.coxandkings.com/downloads/
investor-relations/board-diversity-policy.pdf.
Company policy on Directors Appointment and Remuneration: The Company has in place
Nomination & Remuneration Committee in accordance with the requirements of the
Companies Act, 2013 read with rules made thereunder and Regulation 19 of SEBI (Listing
Obligations & Disclosure Requirements) Regulation, 2015. The policy of the Company on
directors' appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required under subsection (3) of Section 178 of the Companies Act, 2013, is available on
our website at https://www.coxandkings. com/live/home/ Rs
link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447.
There has been no change in the policy since last fiscal. We affirm that the
remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.
10. Auditors And Auditors Report
M/s. D T S & Associates, Chartered Accountants were appointed as Auditors of the
Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on
September 21, 2017. They have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark or disclaimer. The auditors'
certificate on corporate governance is enclosed with the Corporate Governance Report.
11. Secretarial Audit Report
As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the
Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, to conduct
Secretarial Audit of the Company for financial year 2017-18. The Secretarial Audit Report
for the financial year ended March 31, 2018 is annexed herewith as Annexure I to this
Report. The Secretarial audit Report does not contain any qualification or adverse remark.
12. Fixed Deposits
Your Company has not accepted any fixed deposits within the meaning of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during
the year.
13. Management's Discussion and Analysis Report
The Management's Discussion and Analysis on Company's performance - industry trends and
other material changes with respect to the Company and its subsidiaries pursuant to
Regulation 34 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 is presented in a separate section forming part of the Annual Report.
14. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate
Governance as stipulated under Regulation 17 to 27 of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 forms part of the Report.
15. Corporate Social Responsibility
It is your Company's intent to make a positive difference to society. As its operations
have expanded to new geographies, your Company has retained a collective focus on various
areas of CSR that impact the environment, people and their health and society at large. In
particular, the Company focuses its efforts on promotion of education, promotion of gender
equality and empowering women, improving health especially amongst children, Ensuring
environmental sustainability and Animal Welfare. The CSR Policy may be accessed on the
Company's website at https://www.coxandkings. com/live/home/ Rs
link=investorsrelations&CI_ID=18&CM_ ID=153&CP_ID=447
Detailed information on the initiative of the Company towards CSR activities is
provided as Annexure II to the Director Report.
16. Extract of Annual Return
I n accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the
annual return in the prescribed format is appended as Annexure III to the Board's Report.
17. Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors' and General Meetings' respectively,
have been duly followed by the Company.
18. Business Responsibility Reporting
As stipulated under the Listing Regulations, the Business Responsibility Report
describing the initiatives taken by the Company from an environmental, social and
governance perspective is attached as a part of the Annual Report.
19. Particulars of contracts & arrangements made with related parties
All contracts/arrangements/ transactions with related parties are placed before the
Audit Committee and also the Board for approval. Prior omnibus approval of the Audit
Committee and the Board is obtained for the transactions which are foreseen and repetitive
nature. All contracts / arrangements / transactions entered by the Company during the
financial year with related parties were in the ordinary course of business and on an
arm's length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
Accordingly, no transactions are being reported In Rsorm AOC-2 in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of
the transactions with Related Party are provided in the Company's financial statements in
accordance with the Accounting Standards.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at the
link: http://www.coxandkings.com/downloads/
investor-relations/policy-on-related-party-transaction.pdf
Your Directors draw attention of the members to Note 29 to the financial statement
which sets out related party disclosures.
20. Particulars of Loans Given, Investments Made, Guarantees Given and Securities
Provided
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilised by the recipient are provided in the standalone financial statement (Please refer
to Note 31 to the standalone financial statement).
21. Risk Management Policy
Your Company has an elaborated Risk Management procedure and adopted systematic
approach to mitigate risk associated with accomplishment of objectives, operations,
revenues and regulations. Your Company believes that this would ensure mitigating steps
proactively and help to achieve stated objectives. The entity's objectives can be viewed
in the context of four categories Strategic, Operations, Reporting and Compliance. We
consider activities at all levels of the organisation, viz Enterprise level, Division
level, Business unit level and Subsidiary level, in Risk Management framework. The Risk
Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2)
Risk Management; (3) Risk Monitoring.
A Risk Management Committee is constituted which has been entrusted with the
responsibility to assist the Board in (a) Overseeing and approving the Company's
enterprise wide risk management framework; and (b) Overseeing that all the risk that the
organisation faces.
The key risks and mitigating actions are also placed before the Audit Committee of the
Company. Significant audit observations and follow up actions thereon are reported to the
Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's
internal control environment and monitors the implementation of audit recommendations,
including those relating to strengthening of the Company's risk management policies and
systems
The Policy on Risk Management as approved by the Board may be accessed on the Company's
website at the link: http://www.coxandkings.com/downloads/investor-
relations/risk-management-policy.pdf
22. Vigil Mechanism/ Whistleblower Policy
Vigil Mechanism Policy for Directors and employees of the Company is constituted, to
provide a mechanism which ensures adequate safeguards to employees and Directors from any
victimisation on rising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc. The vigil
mechanism/whistle blower policy may be accessed on the Company's website at the link
http://www.coxandkings.com/downloads/investor- relations/whistleblower-policy.pdf
There has been no change to the policy during the fiscal year 2018.
23. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
Your Company is committed to provide a safe and secure environment to its women
employees across its functions and other women stakeholders, as they are considered as
integral and important part of the organisation. Your Company has in place an Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Sexual Harassment
Redressal Cell has been set up as per the statutory requirements, to redress complaints
regarding sexual harassment. The policy has set guidelines on the redressal and enquiry
process that is to be followed by complainants and ICC, whilst dealing with issues related
to sexual harassment at the work place. All women employees (permanent, temporary,
contractual and trainees) are covered under this policy. Your Company has not received any
complaint during the year.
24. Internal Financial Controls
The Company has in place Internal Financial Control system, commensurate with size
& complexity of its operations to ensure proper recording of financial and operational
information & compliance of various internal controls & other regulatory &
statutory compliances. During the year under review, no material or serious observation
has been received from the Internal Auditors of the Company for inefficiency or inadequacy
of such controls.
Internal Auditors' comprising of professional Chartered Accountants monitor &
evaluate the efficacy of Internal Financial Control system in the Company, its compliance
with operating system, accounting procedures & policies at all the locations of the
Company. Based on their report of Internal Audit function, corrective actions in the
respective area are undertaken & controls are strengthened. Significant audit
observations & corrective action suggested are presented to the Audit Committee.
25. Particulars of Employees and Related Disclosures
The information required under section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below.
a. The ratio of remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
Executive Director |
Ratio to median remuneration |
Ms. Urrshila Kerkar |
62.59% |
|
|
Non Executive Director |
Ratio to median remuneration |
Mr. A.B.M. Good |
0.65% |
Mr. Aiay Ajit Peter Kerkar |
0.57% |
Mr. Pesi Patel |
2.10% |
Mr. S. C. Bhargava |
2.12% |
Mr. M Narayanan |
2.08% |
The percentage increase in remuneration of each director, chief
financial officer, company secretary in the financial year: |
Directors, Chief Financial Officer & Company Secretary |
% increase in remuneration in the financial year |
Mr. A.B.M Good |
52% |
Mr. Ajay Ajit Peter Kerkar |
133% |
Ms Urrshila Kerkar |
23% |
Mr. Pesi Patel |
14% |
Mr. S.C. Bhargava |
7% |
Mr. M Narayanan |
6% |
Mr. Anil Khandelwal (Chief Financial Officer) |
10% |
Ms Rashmi Jain (Company Secretary) |
10% |
c. The percentage increase in the median remuneration of employees in the financial
year:
9%
d. The number of permanent employees on the rolls of company: 2523
e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 12%. However, during the course of the year, the
total increase is approximately 11%, after accounting for promotions and other event based
compensation revisions.
Increase in the managerial remuneration for the year was 12%
f. The key parameters for any variable component of remuneration availed by the
directors:
The remuneration to Whole Time Director involves balance between fixed and variable pay
reflecting short and long term performance objective appropriate to the workings of the
Company and its goals.
The remuneration to Non-Executive Directors involves sitting fees for attending meeting
of the Board and Committees and commission based on the approval of the Members.
g. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
h. The statement containing particulars of employees as required under section 197
(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the members excluding the
aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for
inspection at the Registered Office of the Company. Any shareholder interested in
obtaining a copy of the same may write to the Company Secretary.
26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The Company has no activity relating to conversation of energy or technology
absorption. The Company continued to be a net foreign exchange earner during the year.
The figures for the foreign exchange earnings and outgo are as follows:
Foreign Exchange Earnings: Rs 19,011 Lakhs (Previous Year- Rs 16,024 Lakhs) Foreign
Exchange Outgo: Rs 755 Lakhs (Previous Year- Rs 834 Lakhs) (Other than in the normal
course of the business as Tour Operator and Foreign Exchange Restricted Authorised Dealer)
27. Awards and Recognition
India - FY 2017-18
1 Amazing Thailand Award 2018 for Innovative Product
2 SATTE Awards 2018 for Best Outbound Tour Operator
3 Conde Nast Traveller India Readers' Travel Awards 2017 for India's favourite Tour
Operator
4 Hospitality India Awards for Best Domestic Tour Operator
5 Hospitality India Awards for Best Outbound Tour Operator
6 Outlook Traveller Award 2017 for Best Outbound Tour Operator
7 Travel + Leisure Awards 2017 for Best Luxury Travel Curator
8 World Travel Award for India's Leading Tour Operator
9 World Travel Award for India's Leading Travel Agency
10 World Travel Award for Asia's Leading Luxury Tour Operator
Subsidiaries - FY 2017-18
PGL
Runners up in the School Travel Awards Best Adventure Experience' (The
School Travel Awards recognise the best attractions, destinations, companies and
practitioners in the field of educational travel and learning outside the classroom
(LOtC)).
NST
Feefo Gold Standard Trusted Service Award 2018. Awarded to companies that
consistently score 4.5 and above out of 5 on the customer referral platform.
British Youth Travel Awards - Best Support Service Award winner 2017. The awards
recognise the best suppliers in the industry.
Continued to be accredited to Quality Management ISO 9001 - 2008 and
Environmental Management ISO 14001-2004
28. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review.
Details relating to deposits covered under Chapter V of the Act.
I ssue of equity shares with differential rights as to dividend, voting or
otherwise.
I ssue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except Employees' Stock Options Plan referred to in this Report.
The Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees.
Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
29. Acknowledgements and Appreciation
Your Directors take this opportunity to thank all investors, customers, vendors,
banks/financial institutions, regulatory and government authorities and Stock Exchanges
for their consistent support and encouragement to the Company. The Directors also place on
record their sincere appreciation to all employees of the Company for their hard work,
dedication and commitment. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the forefront of the Industry.
|
For and on behalf of the Board of Directors |
|
|
Place: Mumbai |
ABM Good |
Date: May 28, 2018 _ |
Chairman |
|