(incorporated in the republic of india as a ... - cox & kings€¦ · placement document not...

Placement Document

Not For Circulation

Serial Number: [●]

COX & KINGS LIMITED

(Incorporated in the Republic of India as a company with limited liability under the Indian Companies Act, VII of 1913 with CIN L63040MH1939PLC011352)

Cox & Kings Limited (the Company or the Issuer) is issuing up to 32,787,000 Equity Shares of face value ` 5 each (the Securities) at a price of ` 305 per Security,

including a premium of ` 300 per Security, aggregating to ` 10,000.04 million (the Issue).

THIS ISSUE IS IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE SEBI REGULATIONS) AND SECTION 42 OF THE COMPANIES ACT AND

THE RULES MADE THEREUNDER.

THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE ON A PRIVATE PLACEMENT BASIS TO QUALIFIED

INSTITUTIONAL BUYER(S) (QIBs) IN RELIANCE UPON CHAPTER VIII OF THE SEBI REGULATIONS AND SECTION 42 OF THE COMPANIES ACT.

THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION

OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA.

Invitations, offers and sales of Securities in this Issue shall only be made pursuant to the Preliminary Placement Document, the Confirmation of Allocation Note and the

Application Form. The distribution of this Placement Document or the disclosure of its contents without the Company's prior consent to any person, other than QIBs and

persons retained by QIBs to advise them with respect to their purchase of the Securities is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement

Document.

This Placement Document has not been reviewed by the Securities and Exchange Board of India (the SEBI), the Reserve Bank of India (the RBI), the BSE Limited

(the BSE), the National Stock Exchange of India Limited (the NSE, together with the BSE, the Stock Exchanges) or any other regulatory or listing authority. This

Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India, and will not be circulated or distributed to

the public in India or any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. The issue of Securities proposed to be made

pursuant to this Placement Document is meant solely for QIBs on a private placement basis and is not an offer to the public or to any other class of investors.

Investments in the Securities involve a degree of risk and prospective investors should not invest any funds in this Issue unless they are prepared to take the risk of

losing all or part of their investment. Prospective investors are advised to carefully read the section titled "Risk Factors" of this Placement Document before

making an investment decision. Each prospective investor is advised to consult its advisors about the particular consequences to it of an investment in the

Securities being issued pursuant to this Placement Document.

All of our Company's outstanding Equity Shares are listed on each of the Stock Exchanges. Our Company’s GDRs are listed on the Luxembourg Stock Exchange. The

closing price of the outstanding Equity Shares of the Company on the BSE and the NSE on November 24, 2014 was ` 307.60 and ` 307.55 per Equity Share, respectively.

In-principle approvals under Clause 24(a) of the Listing Agreements with the Stock Exchanges for listing of the Securities have been received from the BSE and the NSE on

November 20, 2014. Applications shall be made for listing of the Securities offered through this Placement Document on each of the Stock Exchanges. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares for trading on Stock

Exchanges should not be taken as indication of the merits of our Company or the Securities.

YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE

THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR

IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN VIOLATION OF THE SEBI REGULATIONS OR

OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

A copy of the Preliminary Placement Document has been delivered to the Stock Exchanges. A copy of the Placement Document has been delivered to the Stock Exchanges. A copy of the Placement Document has also been delivered to the SEBI for record purposes. Our Company shall also make the requisite filings with the Registrar of

Companies within the stipulated period as required under the Companies Act.

THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY OUR COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH

THE PROPOSED ISSUE OF THE SECURITIES DESCRIBED IN THIS PLACEMENT DOCUMENT.

The information on the website of our Company or any website directly or indirectly linked to the website of our Company does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, any such website.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and they may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable

state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be qualified institutional

buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a)(2) under the U.S. Securities Act, and (b) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) or pursuant to another exemption from, or in transactions not subject to, the

registration requirements of the U.S. Securities Act. For a description of these and certain further restrictions on offers, sales and transfers of the Equity Shares and

distribution of this Placement Document, see “Selling Restrictions”, “Notice to Investors”, and “Transfer Restrictions”.

This Placement Document is dated November 25, 2014

GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGER

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TABLE OF CONTENTS

NOTICE TO INVESTORS .................................................................................................................................... 3

REPRESENTATIONS BY INVESTORS .............................................................................................................. 5

OFFSHORE DERIVATIVE INSTRUMENTS .................................................................................................... 10

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ............................................................................... 11

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKETDATA,

CURRENCY OF PRESENTATION AND EXCHANGE RATES ...................................................................... 12

FORWARD LOOKING STATEMENTS ............................................................................................................ 15

ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................... 17

CERTAIN DEFINITIONS AND ABBREVIATIONS......................................................................................... 18

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT

2013 ...................................................................................................................................................................... 24

SUMMARY OF THE ISSUE ............................................................................................................................... 27

SUMMARY OF THE BUSINESS ....................................................................................................................... 30

SUMMARY OF FINANCIAL INFORMATION ................................................................................................ 34

RISK FACTORS .................................................................................................................................................. 37

USE OF PROCEEDS ........................................................................................................................................... 56

CAPITALISATION AND INDEBTEDNESS ..................................................................................................... 57

CAPITAL STRUCTURE ..................................................................................................................................... 58

MARKET PRICE INFORMATION .................................................................................................................... 61

DIVIDEND POLICY ........................................................................................................................................... 64

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ..................................................................................................................................................... 65

INDUSTRY OVERVIEW .................................................................................................................................... 79

OUR BUSINESS .................................................................................................................................................. 90

SUBSIDIARIES AND BRANCHES ................................................................................................................. 101

REGULATIONS AND POLICIES .................................................................................................................... 105

BOARD OF DIRECTORS AND SENIOR MANAGEMENT .......................................................................... 112

PRINCIPAL SHAREHOLDERS ....................................................................................................................... 119

ISSUE PROCEDURE ........................................................................................................................................ 124

PLACEMENT AND LOCK UP ......................................................................................................................... 134

TRANSFER RESTRICTIONS ............................................................................................................................. 136

SELLING RESTRICTIONS ............................................................................................................................... 139

INDIAN SECURITIES MARKET ..................................................................................................................... 145

DESCRIPTION OF SECURITIES ..................................................................................................................... 148

TAXATION ....................................................................................................................................................... 154

OUTSTANDING LITIGATION ........................................................................................................................ 167

INDEPENDENT AUDITORS ........................................................................................................................... 171

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GENERAL STATEMENTS ............................................................................................................................... 172

FINANCIAL STATEMENTS ............................................................................................................................ 173

DECLARATION ................................................................................................................................................ 174

3

NOTICE TO INVESTORS

We have furnished and accept full responsibility for all of the information contained in this Placement

Document and confirm that, to our best knowledge and belief, having made all reasonable enquiries, this

Placement Document contains all information with respect to us and the Securities which is material in the

context of this Issue. The statements contained in this Placement Document relating to us and the Securities are,

in every material respect true and accurate and not misleading, the opinions and intentions expressed in this

Placement Document with regard to us and the Securities are honestly held, have been reached after considering

all relevant circumstances, are based on information presently available to us and are based on reasonable

assumptions. There are no other facts in relation to our Company, our Subsidiaries or the Securities, the

omission of which would, in the context of the Issue, make any statement in this Placement Document

misleading in any material respect. Further, all reasonable enquiries have been made by us to ascertain such

facts and to verify the accuracy of all such information and statements.

The Book Running Lead Manager has not separately verified all the information contained in this Placement

Document (financial, legal or otherwise). Accordingly, neither the Book Running Lead Manager nor any of its

respective members, employees, counsel, officers, directors, representatives, agents or affiliates make any

express or implied representation, warranty or undertaking, and no responsibility or liability is accepted, by the

Book Running Lead Manager, as to the accuracy or completeness of the information contained in this Placement

Document or any other information supplied in connection with the Issue.

Each person receiving this Placement Document acknowledges that such person has not relied on the Book

Running Lead Manager or on any person affiliated with the Book Running Lead Manager in connection with its

investigation of the accuracy of such information or its investment decision, and each such person must rely on

its own examination of our Company and our Subsidiaries and the merits and risks involved in investing in the

Securities issued pursuant to the Issue.

No person is authorized to give any information or to make any representation not contained in this Placement

Document and any information or representation not so contained must not be relied upon as having been

authorized by or on behalf of us or the Book Running Lead Manager. The delivery of this Placement Document

at any time does not imply that the information contained in it is correct as of any time subsequent to its date.

The Securities have not been approved, disapproved or recommended by any regulatory authority in any

jurisdiction. No authority has passed on or endorsed the merits of this Issue or the accuracy or adequacy

of this Placement Document.

The distribution of this Placement Document and the issue of the Securities may be restricted in certain

jurisdictions by law. As such, this Placement Document does not constitute, and may not be used for or in

connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not

authorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has

been taken by us and the Book Running Lead Manager which would permit an offering of the Securities or

distribution of this Placement Document in any jurisdiction, other than India, where action for that purpose is

required. Accordingly, the Securities may not be offered or sold, directly or indirectly, and neither this

Placement Document nor any offering material in connection with the Securities may be distributed or published

in or from any country or jurisdiction, except under circumstances that will result in compliance with any

applicable rules and regulations of any such country or jurisdiction.

In making an investment decision, investors must rely on their own examination of us and our Subsidiaries and

the terms of this Issue, including the merits and risks involved. Investors should not construe the contents of this

Placement Document as legal, tax, accounting or investment advice. Investors should consult their own counsel

and advisors as to business, legal, tax, accounting and related matters concerning this Issue. In addition, neither

us nor the Book Running Lead Manager are making any representation to any offeree or purchaser of the

Securities regarding the legality of an investment in the Securities by such offeree or purchaser under applicable

legal, investment or similar laws or regulations. Each purchaser of the Securities in this Issue is deemed to have

acknowledged, represented and agreed that it is eligible to invest in India and in our Company under Indian law,

4

including Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act and that it is not

prohibited by the SEBI or any other statutory authority from buying, selling or dealing in securities. Each

purchaser of Securities in this Issue also acknowledges that it has been afforded an opportunity to request from,

and review information relating to, us and the Securities.

Any information on the Company’s website or the website of the Book Running Lead Manager does not

constitute or form part of this Placement Document.

This Placement Document contains summaries of certain terms of certain documents, which summaries are

qualified in their entirety by the terms and conditions of such document.

5

REPRESENTATIONS BY INVESTORS

All references to "you" in this section are to the prospective investors in the Issue. By subscribing to any

Securities under the Issue, you are deemed to have represented, warranted, acknowledged and agreed to us and

the Book Running Lead Manager as follows:

you are a QIB as defined in Regulation 2(1)(zd) of the SEBI Regulations, and undertake to acquire, hold,

manage or dispose of any Securities that are allocated to you in accordance with Chapter VIII of the SEBI

Regulations and undertake to comply with the SEBI Regulations, Companies Act and all other applicable

laws, including any reporting obligations;

if allotted Securities pursuant to the Issue, you shall, for a period of one year from the date of Allotment,

sell the Securities so acquired only on the floor of the Stock Exchanges;

if you are a resident in any jurisdiction other than India, you are permitted by all applicable laws to acquire

Securities in such country;

you are aware that the Securities have not been, and will not be, registered under the SEBI regulations or

under any other law in force in India;

you are aware that the Preliminary Placement Document and this Placement Document has not been

verified or affirmed by SEBI or the Stock Exchanges and that the Preliminary Placement Document and the

Placement Document has been filed with the Stock Exchanges for record purposes only and has been

displayed on our websites and the websites of each of the Stock Exchanges;

you are aware that this Placement Document has not been and will not be registered as a prospectus with

the Registrar of Companies under the Companies Act, the SEBI Regulations or under any other law in force

in India, and no Securities will be offered in India or overseas to the public or any members of the public in

India or any other class of investors other than QIBs;

you are entitled to subscribe to the Securities under the laws of all relevant jurisdictions which apply to you

and you have fully observed such laws and obtained all such governmental and other consents in each case

which may be required thereunder and complied with all necessary formalities;

you are entitled to acquire the Securities under the laws of all relevant jurisdictions and you have all

necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this

participation in the Issue and to perform your obligations in relation thereto (including, without limitation,

in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to

the terms set out or referred to in this Placement Document) and will honour such obligations;

you confirm that, either: (i) you have not participated in or attended any investor meetings with or

presentations by us or our agents (“Company Presentations”) with regard to us or the Issue; or (ii) if you

have participated in or attended any Company Presentations: (a) you understand and acknowledge that the

Book Running Lead Manager may not have knowledge of the statements that we or our agents may have

made at such Company Presentations and are, therefore, unable to determine whether such statements made

at such Company Presentations may have included any material misstatements or omissions, and,

accordingly, you acknowledge that the Book Running Lead Manager has advised you not to rely in any way

on statements made at such Company Presentations, and (b) confirm that you have not been provided any

material information that was not publicly available;

neither we nor the Book Running Lead Manager are making any recommendation to you, nor advising you

regarding the suitability of any transactions it may enter into in connection with the Issue; your participation

in the Issue is on the basis that you are not and will not be a client of the Book Running Lead Manager and

6

the Book Running Lead Manager has no duties or responsibilities to you for providing the protection

afforded to their clients or customers or for providing advice in relation to the Issue and are in no way

acting in a fiduciary capacity;

you are aware and understand that the Securities are being offered only to QIBs and are not being offered to

the general public and the allocation and allotment of the Securities shall be at the discretion of our

Company and the Book Running Lead Manager;

you are aware that if you are allotted more than 5% of the Securities being offered in the Issue, the

Company shall be required to disclose your name and number of Equity Shares allocated to you to the

Stock Exchanges and the Stock Exchanges will make the same available on their websites, and you consent

to such disclosures;

you have made, or have been deemed to have made, as applicable, the representations set forth in the

section titled "Transfer Restrictions";

you have been provided a serially numbered copy of this Placement Document and have read this

Placement Document in its entirety including in particular, the section “Risk Factors” on page 38;

in making your investment decision (i) you have relied on your own examination of us and the terms of the

Issue, including the merits and risks involved, (ii) you have made your own assessment of us, the Securities

and the terms of the Issue based on such information as is publicly available, (iii) you have consulted your

own independent advisors (including tax advisors) or otherwise have satisfied yourself concerning, without

limitation, the effects of local laws and taxation matters, (iv) you have relied solely on the information

contained in the Placement Document and no other disclosure or representation by us or any other party and

(v) you have received all information that you believe is necessary or appropriate in order to make an

investment decision in respect of us and the Securities;

you have such knowledge and experience in financial and business matters as to be capable of evaluating

the merits and risks of the investment in the Securities and you and any accounts for which you are

subscribing to the Securities (i) are each able to bear the economic risk of the investment in the Securities,

(ii) will not look to us and/or the Book Running Lead Manager for all or part of any such loss or losses that

may be suffered, (iii) are able to sustain a complete loss on the investment in the Securities, (iv) have no

need for liquidity with respect to the investment in the Securities, and (v) have no reason to anticipate any

change in your or their circumstances, financial or otherwise, which may cause or require any sale or

distribution by you or them of all or any part of the Securities;

where you are acquiring the Securities for one or more managed accounts, you represent and warrant that

you are authorised in writing, by each such managed account to acquire the Securities for each managed

account and to make (and you hereby make) the representations, acknowledgements and agreements herein

for and on behalf of each such account, reading the reference to "you" to include such accounts;

you are not our promoter or the promoter of any of any of our Associates and are not a person related to

our Promoter, either directly or indirectly and your Bid does not directly or indirectly represent our

Promoters or Promoter Group;

the Book Running Lead Manager or our Company has not provided you with any tax advice or otherwise

made any representations regarding the tax consequences of purchase, ownership and disposal of the Equity

Shares (including but not limited to the Issue and the use of the proceeds received from the issue of the

Securities). You will obtain your own independent tax advice and will not rely on the Book Running Lead

Manager or our Company when evaluating the tax consequences in relation to the Equity Shares (including

but not limited to the Issue and the use of the proceeds received from the issue of the Securities). You waive

and agree not to assert any claim against the Book Running Lead Manager or our Company with respect to

7

the tax aspects of the Equity shares or the Issue or as a result of any tax audits by tax authorities, wherever

situated;

you have no rights under a shareholders' agreement or voting agreement with the Promoters or persons

related to the Promoters, no veto rights or right to appoint any nominee Director on the Board other than

such rights acquired in the capacity of a lender not holding any of our securities, which shall not be deemed

to be a person related to the Promoter;

you will have no right to withdraw your Bid after the Bid Closing Date;

you are eligible to Bid and hold Securities so allotted together with any of our Securities held by you prior

to the Issue. You further confirm that your aggregate shareholding in our Company upon the issue of the

Securities shall not exceed the level permissible as per any applicable regulation;

the Bids submitted by you would not eventually result in triggering a tender offer under the Securities and

Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended

(the “Takeover Code”);

to the best of your knowledge and belief, together with other QIBs in the Issue that belong to the same

group or are under common control as you, the allotment under the present Issue shall not exceed 50% of

the Issue. For the purposes of this representation;

a. the expression ‘belongs to the same group’ shall derive meaning from the concept of ‘companies under

the same group’ as provided in sub-section (11) of Section 372 of the Companies Act, 1956, as

amended, and;

b. ‘control’ shall have the same meaning as is assigned to it by clause (1)(e) of Regulation 2 of the

Takeover Code;

you shall not undertake any trade in the Securities credited to your depository participant account until such

time that the final listing and trading approval for the Securities is issued by the Stock Exchanges;

you are aware that (i) applications have been made to each of the Stock Exchanges for in-principle approval

for listing and admission of the Securities for trading on the Stock Exchanges and (ii) the application for the

final listing and trading approval will be made only after the Allotment of the Securities in the Issue and

there can be no assurance that such final approval will be obtained on time or at all;

you are aware and understand that the Book Running Lead Manager will enter into a placement agreement

with our Company whereby the Book Running Lead Manager will, subject to the satisfaction of certain

conditions set out therein, undertake to procure purchasers for the Securities on the terms and conditions set

forth therein;

the contents of this Placement Document are exclusively our responsibility and that neither the Book

Running Lead Manager nor any person acting on its behalf has, or shall have, any liability for any

information, representation or statement contained in this Placement Document or any information

previously published by or on behalf of us and will not be liable for your decision to participate in the Issue

based on any information, representation or statement contained in this Placement Document or otherwise.

By accepting a participation in this Issue, you agree and confirm that you have neither received nor relied

on any other information, representation, warranty or statement made by or on behalf of the Book Running

Lead Manager or us or any other person and neither the Book Running Lead Manager, us or any other

person will be liable for your decision to participate in the Issue based on any other information,

representation, warranty or statement that you may have obtained or received;

8

you are eligible to invest in India under applicable laws, including the Foreign Exchange Management

(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, and have

not been prohibited by the SEBI or any regulatory or any Governmental authority from buying, selling or

dealing in securities;

the only information you are entitled to rely on, and on which you have relied in committing yourself to

acquire the Securities, is contained in this Placement Document, such information being all that you deem

necessary to make an investment decision in respect of the Securities and you have neither received nor

relied on any other information given or representations, warranties or statements made by either the Book

Running Lead Manager or us (including any views, statement, opinion or representation expressed in any

research published or distributed by Book Running Lead Manager or its affiliates or any view, statement,

opinion expressed by the staff (including research staff) of the Book Running Lead Manager or its affiliates

or us) and the Book Running Lead Manager will not be liable for your decision to accept an invitation to

participate in the Issue based on any other information, representation, warranty or statement;

you understand that the Book Running Lead Manager has no obligation to purchase or acquire all or any

part of the Securities purchased by you in the Issue or to support any losses directly or indirectly sustained

or incurred by you for any reason whatsoever in connection with the Issue, including non-performance by

us of any of our respective obligations or any breach of any representations or warranties by us, whether to

you or otherwise;

you agree to indemnify and hold us and the Book Running Lead Manager harmless from any and all costs,

claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any

breach of the representations, warranties, acknowledgements and agreements in this section and you agree

that the indemnity set forth in this paragraph shall survive the resale of the Securities by you or on behalf of

your managed accounts;

you are a sophisticated investor who is seeking to purchase the Securities for your own investment and not

with a view to distribution;

each of the representations, acknowledgements and agreements set forth above shall continue to be true and

accurate at all times up to and including the Allotment of the Securities;

you understand that the Securities have not been and will not be registered under the U.S. Securities Act or

with any securities regulatory authority of any state of the United States and accordingly, may not be

offered or sold within the United States, except in reliance on an exemption from the registration

requirements of the U.S. Securities Act;

if you are within the United States, you are a “qualified institutional buyer” as defined in Rule 144A under

the U.S. Securities Act, are acquiring the Securities for your own account or for the account of an

institutional investor who also meets the requirements of a “qualified institutional buyer”, for investment

purposes only, and not with a view to, or for resale in connection with, the distribution (within the meaning

of any United States securities laws) thereof, in whole or in part

you are not acquiring or subscribing for the Securities as a result of any general solicitation or general

advertising (as those terms are defined in Regulation D under the U.S. Securities Act) or directed selling

efforts (as defined in Regulation S) and you understand and agree that offers and sales are being made in

reliance on an exemption to the registration requirements of the U.S. Securities Act provided under

Regulation S and the Securities may not be eligible for resales under Rule 144A thereunder. You

understand and agree that the Securities are transferable only in accordance with the restrictions described

under the section “Transfer Restrictions” on page 136;

9

if you are outside the United States, you are not a U.S. person and are purchasing the Securities in an

offshore transaction (within the meaning of Regulation S), and not an affiliate of our Company or a person

acting on behalf of such an affiliate;

you are an investor who is seeking to purchase the Securities for your own investment and not with a view

to distribution; in particular, you acknowledge that (i) an investment in the Securities involves a high degree

of risk and that the Securities are, therefore, a speculative investment, (ii) you have sufficient knowledge,

sophistication and experience in financial and business matters so as to be capable of evaluating the merits

and risk of the purchase of the Equity Shares, and (iii) you are experienced in investing in private placement

transactions of securities of companies in a similar stage of development and in similar jurisdictions and

have such knowledge and experience in financial, business and investments matters that makes you capable

of evaluating the merits and risks of your investment in the Securities;

you agree that any dispute arising in connection with this Issue will be governed by and construed in

accordance with the laws of the Republic of India and the courts at Mumbai, India shall have exclusive

jurisdiction to settle any disputes which may arise out of or in connection with this Placement Document

and the Placement Document;

we, the Book Running Lead Manager, our respective affiliates and others will rely on the foregoing

representations, warranties, acknowledgements and agreements which are given to the Book Running Lead

Manager for their and our benefit and are irrevocable; and

all statements other than statements of historical fact included in this Placement Document, including

without limitation, those regarding our financial position, business strategy, plans and objectives of

management for future operations (including development plans and objectives relating to our business) are

forward looking statements, which involve known and unknown risks, uncertainties and other factors that

could cause actual results to be materially different from future results, performance or achievements

expressed or implied by such forward looking statements; such forward looking statements are based on

numerous assumptions regarding our present and future business strategies and environment in which we

will operate in future and you should not place undue reliance on forward looking statements which speak

only as of the date of Placement Document; we assume no responsibility to update any of forward looking

statements.

10

OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of

Regulation 22 of the FPI Regulations, FPIs (other than Category III foreign portfolio investors and unregulated

broad based funds, which are classified as Category II FPI by virtue of their investment manager being

appropriately regulated) may issue or otherwise deal in offshore derivative instruments (as defined under the FPI

Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities

held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying,

and all such offshore derivative instruments are referred to herein as “P-Notes”), for which they may receive

compensation from the purchasers of such instruments. P-Notes may be issued only in favor of those entities

which are regulated by any appropriate foreign regulatory authorities subject to compliance with ‘know your

client’ requirements. An FPI shall also ensure that no further issue or transfer of any instrument referred to

above is made to any person other than such entities regulated by appropriate foreign regulatory authorities. P-

Notes have not been and are not being offered or sold pursuant to this Placement Document. This Placement

Document does not contain any information concerning P-Notes or the issuer(s) of any P-notes, including any

information regarding any risk factors relating thereto.

Any P-Notes that may be issued are not securities of our Company and do not constitute any obligation of,

claims on or interests in our Company. Our Company has not participated in any offer of any P-Notes, or in the

establishment of the terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. Any P-

Notes that may be offered are issued by, and are the sole obligations of, third parties that are unrelated to our

Company. Our Company and the Book Running Lead Manager do not make any recommendation as to any

investment in P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes. Any P-

Notes that may be issued are not securities of the Book Running Lead Manager and do not constitute any

obligations of or claims on the Book Running Lead Manager. Affiliates of the Book Running Lead Managers

which are eligible FPIs may purchase, to the extent permissible under law, the Securities in the Issue, and may

issue P-Notes in respect thereof. Prospective investors interested in purchasing any P-Notes have the

responsibility to obtain adequate disclosures as to the issuer(s) of such P-Notes and the terms and conditions of

any such P-Notes from the issuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has

reviewed or approved any P-Notes or any disclosure related thereto. Prospective investors are urged to consult

their own financial, legal, accounting and tax advisors regarding any contemplated investment in P-Notes,

including whether P-Notes are issued in compliance with applicable laws and regulations.

11

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of the Preliminary Placement Document has been submitted to the Stock Exchanges and a

copy of this Placement Document has been filed with the Stock Exchanges. The Stock Exchanges do not in any

manner:

warrant, certify or endorse the correctness or completeness of any of the contents of this Placement

Document;

warrant that our Securities will be listed or will continue to be listed on the Stock Exchanges; or

take any responsibility for our financial or other soundness, our management or any of our schemes or

project of ours.

The filing of this Placement Document should not for any reason be deemed or construed to mean that the

Placement Document has been cleared or approved by the Stock Exchanges. Every person who desires to apply

for or otherwise acquires any Securities does so pursuant to an independent inquiry, investigation and analysis

and shall not have any claim against the Stock Exchanges whatsoever by reason of any loss which may be

suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of

anything stated or omitted to be stated herein or for any other reason whatsoever.

12

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKETDATA,

CURRENCY OF PRESENTATION AND EXCHANGE RATES

Certain Conventions

In this Placement Document, unless the context otherwise indicates or implies, all references to "you", "offeree",

"purchaser", "subscriber", "recipient", "investors" and "potential investors" are to the prospective investors in this

Issue, references to, the "Company", "Our Company", or the "Issuer" are to Cox & Kings Limited on an

unconsolidated basis, references to "we", "us", "our" are to Cox & Kings Limited and all its Subsidiaries where

relevant, on a consolidated basis. References in this Placement Document to "India" are to the Republic of India

and the "Government" or the "Central Government" or the "State Government" are to the Government of India,

central or state, as applicable. All references herein to "U.S." or the "United States" are to the United States of

America and its territories and possessions.

We prepare our financial statements in accordance with Indian GAAP and the Companies Act. Indian GAAP

differs in certain respects from IFRS and U.S. GAAP. We do not provide a reconciliation of our financial

statements to IFRS or U.S. GAAP. Please see section titled "Risk Factors - Significant differences exist between

Indian GAAP and other accounting principles with which investors may be more familiar".

In this Placement Document, certain monetary amounts have been subject to rounding adjustments. Accordingly,

figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

Unless stated otherwise, the financial data in this Placement Document is derived from our consolidated financial

statements prepared in accordance with Indian GAAP. The fiscal year of Cox & Kings Limited and its

Subsidiary in India commences on April 1 of each year and ends on March 31 of the succeeding year, so all

references to a particular "fiscal year" or "Fiscal" are to the twelve-month period ended on March 31 of that year.

Any discrepancies between the amounts listed and total thereof, in the tables included herein, are due to rounding

off.

Market Data/Industry Data

Unless stated otherwise, industry data and market data used in this Placement Document has been obtained from

industry publications. Industry publications generally state that the information contained in those publications

has been obtained from sources believed to be reliable but that its accuracy and completeness are not guaranteed

and its reliability cannot be assured. Although we believe that the industry data and market data used in this

Placement Document is reliable, it has not been verified by any independent source. Similarly, internal reports

and data of our Company, while believed by us to be reliable, have not been verified by any independent source.

Neither we nor the Book Running Lead Manager has independently verified this data and neither we nor the

Book Running Lead Manager makes any representation regarding the accuracy and completeness of such data.

Similarly, while we believe our internal estimates to be reasonable, such estimates have not been verified by any

independent sources and neither we nor the Book Running Lead Manager can assure potential investors as to the

accuracy of such estimates.

The extent to which the market and industry data used in this Placement Document is meaningful depends on the

reader’s familiarity with and understanding of the methodologies used in compiling such data.

There are no standard data gathering methodologies in the industry in which we conduct our business, and

methodologies and assumptions may vary widely among different industry sources. Neither we have nor the

Book Running Lead Manager has independently verified this data, nor do we make any representation regarding

accuracy of such data.

13

Currency of Presentation

In this Placement Document, all references to "Rupees", "`" or "INR" are to Indian Rupees, the official currency

of India; references to the singular also refers to the plural and one gender also refers to any other gender,

wherever applicable.

All references to US$ or 'U.S. Dollar(s)' are to the United States Dollars, the official currency of the United

States of America. All references to 'GBP' or '£', are to the Great Britain Pounds. All references to 'JPY' are to the

Japanese Yen. All references to 'SD' are to Singapore Dollars. All references to 'AED' are to the Arab Emirates

Dirham.

Exchange Rates

We publish our financial statement in Indian Rupees, the lawful currency of India. Exchange rates are based on

the reference rates released by the RBI. No representation is made that any Rupee amounts could have been, or

could be, converted into U.S. Dollar at any particular rate, the rates stated below or at all. On November 24, 2014

the exchange rate was ` 61.7798 to US$ 1.00.

The U.S. Dollar exchange rate for periods since April 1, 2011 is given below:

(` per US$)

Period end Average(1)

High(2)

Low(3)

Fiscal Year:

2014 60.10 60.50 68.35 53.74

2013 54.39 54.45 57.22 50.56

2012 51.16 47.95 54.24 43.95

Quarter ended:

September 30, 2014 61.61 60.59 60.59 59.72

June 30, 2014 60.09 59.77 61.12 58.43

March 31, 2014 60.10 61.79 62.99 60.10

Month ended:

October 31, 2014 61.41 61.34 61.75 61.04

September 30, 2014 61.61 60.86 61.61 60.26

August 31, 2014 60.47 60.90 61.56 60.43

July 31, 2014 60.25 60.06 60.33 59.72

June 30, 2014 60.09 59.73 60.37 59.06

May 31, 2014 59.03 59.31 60.23 58.43

(1) Average of the official rate for each working day of the relevant period.

(2) Maximum official rate for each working day of the relevant period.

(3) Minimum official rate for each working day of the relevant period.

(Source: www.rbi.org.in)

The GBP exchange rate for the three years is given below:

(` per GBP)


High(2)

Low(3)

Fiscal Year:

2014 99.85 96.23 106.03 82.05

2013 82.32 86.06 89.54 80.84

2012 81.05 76.42 83.77 70.74

Quarter ended:

September 30, 2014 100.28 101.21 103.50 97.25

June 30, 2014 102.33 100.65 102.77 98.28

March 31, 2014 99.85 102.21 104.61 99.39

http://www.rbi.org.in/

14


High(2)

Low(3)

Month ended:

October 31, 2014 98.06 98.72 100.07 98.06

September 30, 2014 100.28 99.31 100.49 97.25

August 31, 2014 100.35 101.81 103.50 100.12

July 31, 2014 101.92 102.62 103.18 101.92

June 30, 2014 102.33 100.98 102.77 99.02

May 31, 2014 98.91 99.94 101.97 98.28

(1) Average of the official rate for each working day of the relevant period.

(2) Maximum official rate for each working day of the relevant period.

(3) Minimum official rate for each working day of the relevant period.

(Source: www.rbi.org.in)

http://www.rbi.org.in/

15

FORWARD LOOKING STATEMENTS

This Placement Document contains certain forward-looking statements. These forward-looking statements

generally can be identified by words or phrases like 'aim', 'anticipate', 'believe', 'contemplate', 'estimate', 'expect',

'future', 'goal', 'intend', 'objective', 'plan', 'project', 'seek to', 'should', 'will', 'will continue', 'will likely result ', 'will

pursue' and similar expressions or variations of such expressions, that could be 'forward looking statements'.

Similarly, the statements that describe our objectives, strategies, plans or goals are also forward looking

statements.

All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results

to differ materially from those contemplated by the relevant forward-looking statement. Important factors that

could cause actual results to differ materially from our expectations include, but not limited to:

our ability to grow our product portfolio and add new destinations;

our ability to negotiate favorable rates with travel suppliers;

our ability to grow and sustain our educational travel business;

declines or disruptions in the travel industry;

our ability to attract and retain qualified personnel;

market fluctuations and industry dynamics

fluctuations in operating costs and impact on our financial results;

our ability to manage third party risks;

changes in political and social conditions in India or in other countries that we operate in, the monetary

policies and/or fiscal policies of India and other countries, inflation, deflation, unanticipated turbulence in

interest rates, equity prices or other rates or prices;

general economic and business conditions in the markets in which we operate and in the local, regional and

national economies;

the performance of the financial markets in India and globally;

changes in laws and regulations relating to the industries in which we operate;

occurrence of natural disasters or calamities affecting the areas in which we have operations;

changes in technology in future; and

increase in competition and other factors affecting the industry segments in which our Company operates.

For further discussion of factors that could cause our actual results to differ, please see the sections titled “Risk

Factors”, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our

Business". By their nature, certain market risk disclosures are only estimates and could be materially different

from what actually occurs in the future. As a result, actual future gains or losses could be materially different

from those that have been estimated.

16

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of

new information, future events or otherwise. In light of the foregoing, and the risks, uncertainties and

assumptions discussed in the section titled "Risk Factors" and elsewhere in this Placement Document, any

forward-looking statement discussed in this Placement Document may change or may not occur, and our actual

results could differ materially from those anticipated in such forward-looking statements.

17

ENFORCEMENT OF CIVIL LIABILITIES

We are a limited liability company incorporated under the laws of India. A substantial majority of our Directors

and executive officers are residents of India and a substantial portion of our assets and a number of such persons

are located in India. As a result, it may not be possible for investors to effect service of process upon us or such

persons in jurisdictions outside India or to enforce judgments obtained in courts outside India.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the

Code of Civil Procedure, 1908 (the Civil Code).

Section 13 of the Civil Code provides that a foreign judgment shall be conclusive regarding any matter thereby

directly adjudicated upon except:

(i) where the judgment has not been pronounced by a court of competent jurisdiction;

(ii) where the judgment has not been given on the merits of the case;

(iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of

international law or a refusal to recognise the law of India in cases in which such law is applicable;

(iv) where the proceedings in which the judgment was obtained were opposed to natural justice;

(v) where the judgment has been obtained by fraud; and

(vi) where the judgment sustains a claim founded on a breach of any law in force in India.

Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court in

any country or territory outside India which the Government has by notification declared to be in a reciprocating

territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the

relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being

in the nature of any amounts payable in respect of taxes or other charges of a like nature or in respect of a fine or

other penalty and is not applicable to arbitral awards. The United States has not been declared to be a

reciprocating territory by the Government of India for the purposes of Section 44A of the Civil Code. However,

the United Kingdom has been declared to be a reciprocating territory by the Government of India. Accordingly, a

judgement of a court of the United States may be enforced only by a fresh suit upon the judgement and not by

proceedings in execution. A judgment of a court in a jurisdiction, which is not a reciprocating territory, may be

enforced only by a fresh proceeding initiated in a court in India.

Under the Civil Code, a court in India shall, upon the production of any document purporting to be a certified

copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction,

unless the contrary appears on record. The suit for enforcement of a foreign judgement must be brought in India

within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil

liability in India. Generally, there are considerable delays in the processing of legal actions to enforce a civil

liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if

an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if

it is of the view that the amount of damages awarded is excessive or inconsistent with public policy in India. A

party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to execute such

a judgment or to repatriate any amount recovered outside India. Any judgment in a foreign currency would be

converted into Rupees on the date of judgment and not on the date of payment. We cannot predict whether a suit

brought in an Indian court would be disposed off in a timely manner or be subject to considerable delays.

18

CERTAIN DEFINITIONS AND ABBREVIATIONS

We have prepared this Placement Document using the definitions and abbreviations below which you should

consider when reading the information contained herein.

The following is a list of capitalised terms used in this Placement Document and is intended for the convenience

of the reader/prospective investor only and it may not be exhaustive. The terms defined in this section shall have

the meaning set forth in the list below, unless specified otherwise in the context thereof, and references to any

statute, regulations or policies shall include amendments thereto, from time to time.

Company related terms

Term Description

Articles of

Association

Articles of association of Cox & Kings Limited

Associates with respect to any Person, any other Person directly or indirectly Controlling,

Controlled by, or under direct or indirect common Control with, such Person

Auditors M/s Chaturvedi & Shah

Board of Directors or

Board

The board of directors of Cox & Kings Limited or any duly constituted committee

thereof

Company or Issuer Cox & Kings Limited

Directors Directors of the Company

East India Travel East India Travel Company, Inc

Equity Shares Equity shares of the Company of ` 5 each

Ezeego Ezeego One Travels & Tour Limited

Far Pavilions Far Pavilions Tours and Travels Private Limited

Forever Forever Travel Distribution Private Limited

Memorandum of

Association

Memorandum of association of Cox & Kings Limited

Promoter Mr. A.B.M. Good, Mr. Ajay Ajit Peter Kerkar, Ms. Urrshila Kerkar, Ms. Elizabeth

Kerkar, and Liz Investments Private Limited

Promoter Group Promoter group of our Company as per the definition provided in Regulation 2(1)(zb)

of the SEBI Regulations

Registered Office or

Corporate Office

Turner Morrison Building, 1st Floor, 16 Bank Street, Fort, Mumbai —400 001,

Maharashtra, India

Registrar of

Companies

Registrar of Companies, Mumbai, Maharashtra

Shareholder Shareholder of the Company

Subsidiaries Subsidiaries of the Company, as mentioned in the section titled “Subsidiaries and

Branches”.

19

Issue related terms

Term Description

Allocation or

Allocated

The allocation of the Securities, following the determination of the Issue Price, to

QIBs on the basis of the Application Forms submitted by them, in consultation with

the Book Running Lead Manager and in compliance with Chapter VIII of the SEBI

Regulations and Section 42 of the Companies Act.

Allotment/Allotted The issue and allotment of the Securities pursuant to this Issue

Allottees QIBs to whom Securities are issued and allotted pursuant to the Issue

Application Form The form (including any revisions thereof) pursuant to which a QIB shall submit a

Bid for the Securities being offered in the Issue

Bid An indication of QIBs' interest as provided in the Application Form, including all

revisions and modifications thereto, to subscribe to the Securities, in this Issue

Bid Closing Date November 25, 2014, i.e., the date on which the Company (or the Book Running

Lead Manager, on behalf of the Company) shall cease the acceptance of duly

completed Application Forms for the Issue

Bid Opening Date November 20, 2014, i.e., the date on which the Company (or the Book Running

Lead Manager, on behalf of the Company) shall commence acceptance of the duly

completed Application Forms for the Issue

Bidding Period The period between the Bid Opening Date and Bid Closing Date inclusive of both

dates during which prospective QIBs can submit their Bids

Book Running Lead

Manager

Axis Capital Limited

CAN or

Confirmation of

Allocation Note

Note or advice or intimation confirming the Allocation of Equity Shares to QIBs

after discovery of the Issue Price

Closing Date On or about November 27, 2014, being the date on which the Securities are

expected to be Allotted

Control shall have the same meaning as is assigned to it by clause (1)(e) of Regulation 2 of

the Takeover Code

Designated Date The date of credit of the Securities to the QIB’s account, as applicable to the

respective QIBs mentioned in the CAN

Escrow Bank Axis Bank Limited

Escrow Bank

Account

A special account opened by the Issuer with the Escrow Bank in terms of the

arrangement between the Company, the Book Running Lead Manager and the

Escrow Bank collection and appropriation of money in relation to the Issue.

Floor Price The floor price of ` 309.18 which has been calculated in accordance with Chapter

VIII of the SEBI Regulations. In terms of the SEBI Regulations, the Issue Price

cannot be lower than the Floor Price. The committee of the Board of Directors of

the Company, on November 25, 2014, approved a discount of ₹ 4.18 on the Floor

Price in terms of Regulation 85 of the SEBI Regulations.

Global Coordinator Axis Capital Limited

Issue The offer, issue and allotment of 32,787,000 Equity Shares to QIBs, pursuant to

Chapter VIII of the SEBI Regulations

Issue Price ` 305 per Equity Share

Issue Size 32,787,000 Equity Shares aggregating to ` 10,000.04 million

Mutual Fund Portion 10% of the Securities proposed to be Allotted in the Issue, which is available for

Allocation to Mutual Funds

20

Term Description

Pay-in Date The last date specified in the CAN for payment of the Issue Price

Person An individual, natural person, corporation, partnership, joint venture, incorporated

or unincorporated body or association, company, Government or subdivision

thereof

Placement The private placement of Equity Shares in the Issue

Placement

Agreement

The agreement dated November 20, 2014 between the Book Running Lead

Manager and the Company

Placement Document This Placement Document dated November 25, 2014 issued in accordance with

Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act

Preliminary

Placement Document

The Preliminary Placement Document dated November 20, 2014 issued in

accordance with Chapter VIII of the SEBI Regulations and Section 42 of the

Companies Act

Qualified

Institutional Buyer(s)

or QIB(s)

Qualified Institutional Buyer as defined under Regulations 2(1)(zd) of the SEBI

Regulations

Qualified Institutions

Placement or QIP

Qualified Institutions Placement under Chapter VIII of the SEBI Regulations

Securities The Equity Shares of the Company being offered pursuant to this Issue

Shareholders Shareholders of the Company

Conventional and general terms and abbreviations

Term Description

AED Arab Emirates Dirham

AGM Annual general meeting

AS Accounting standards, under Indian GAAP

BOLT BSE online trading

BSE BSE Limited

CAGR Compound annual growth rate

CCI Competition Commission of India

CDSL Central Depository Services Limited

CGU Cash Generating Unit

CIN Corporate Identity Number

Civil Code Code of Civil Procedure, 1908, as amended from time to time

CMD Chairman and managing director

Companies Act Indian Companies Act, 2013 (as may be notified, amended or replaced from time to

time) and any rules prescribed thereunder (as may be applicable) and shall include

the Indian Companies Act, 1956 (to the extent not repealed/replaced by the Indian

Companies Act, 2013)

21

Term Description

Competition Act Competition Act, 2002, as amended from time to time

CRISIL Credit Rating and Information Services of India Limited

Current Net Worth The total assets of the Company reduced by the current liabilities of the Company

Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009, as amended from time to time

Depository A depository registered with SEBI under the SEBI (Depositories and Participant)

Regulations, 1996

Depository Act Depositories Act, 1996, as amended, from time to time

DIPP Department of Industrial Policy and Promotion

DP or Depository

Participant

A depository participant as defined under the Depositories Act

EBIT Earnings before interest and taxation

EBIT Margin EBIT expressed as a percentage of total income

EBITDA Earnings before interest taxation depreciation and amortization

EBITDA Margin EBITDA expressed as a percentage of total income

ECB External commercial borrowings

EGM Extra-ordinary general meeting

EPS Earnings per share

ESOPs Employee stock options

FBT Fringe benefit tax

FDI Foreign direct investment

FEMA Foreign Exchange Management Act, 1999, as amended, and the regulations

issued thereunder

FEMA Rules FEMA (Current Account Transaction) Rules, 2000

FII Foreign institutional investor(s) (as defined under the SEBI FPI Regulations)

registered with SEBI

FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI

Regulations, provided that any QFI or FII who holds a valid certificate of

registration shall be deemed to be an FPI until the expiry of the block of three years

for which fees have been paid as per the Securities and Exchange Board of India

(Foreign Institutional Investors) Regulations, 1995

Fiscal or fiscal year Period of twelve months ended March 31 of that particular year, unless otherwise

specified

GBP or £ Great Britain Pounds

GDP Gross domestic product

GDR Global depository receipt

GDS Global distribution systems

22

Term Description

GIR General index registry

Government Government of India, central or state, as applicable

IATA Indian air transport association

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards of the International Accounting

Standards Board

India Republic of India

Indian GAAP Generally Accepted Accounting Principles in India

Insider Trading

Regulations

Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992, as amended from time to time

IPO Initial Public Offering

IPP Institutional Placement Programme

IRCTC Indian Railway Catering and Tourism Corporation Limited

IT Information technology

Income Tax Act Income Tax Act, 1960, as amended from time to time

JPY Japanese Yen

Listing Agreements The listing agreements executed between our Company and each of the Stock

Exchanges

MICE Meetings, Incentives, Conferences, Exhibitions

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of

India (Mutual Funds) Regulations, 1996, as amended from time to time

NAV Net asset value

NRI Non-resident Indian

NSDL National Securities Depository Limited

NSE The National Stock Exchange of India Limited

P/E Ratio Price to earnings ratio

PAN Permanent account number

Parliament The parliament of India

PAT Profit after tax

PBT Profit before tax

PIO Persons of Indian origin

P-Notes Participatory notes, equity-linked notes and any other similar instruments

RBI Reserve Bank of India

23

Term Description

Regulation S Regulation S of U.S. Securities Act

RoC Registrar of Companies

ROCE Return on capital employed

Rupees, ` ,or INR Indian Rupees

SAT Securities Appellate Tribunal

SCRA Securities Contracts (Regulation) Act 1956, as amended from time to time

SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time

SD Singapore Dollars

SEBI Securities Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Debt

Regulations

Securities and Exchange Board of India (Issue and Listing of Debt Securities),

2008.

SEBI Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended from time to time

SENSEX Sensitivity Index

Stock Exchanges BSE and NSE

STT Securities Transaction Tax

Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011, as amended from time to time

U.K. United Kingdom

U.S. GAAP Generally Accepted Accounting Principles in the United States of America

U.S. or United States United State of America and its territories and possessions

UIN Unique Identification Number

UNWTO World Tourism Organisation

U.S. Securities Act U.S. Securities Act of 1933, as amended from time to time

USD, U.S.$, U.S.

Dollars or $

United States Dollar

WDM Wholesale Debt Market

WTTC World Travel & Tourism Council

24

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES

ACT 2013

This table below sets out the disclosure requirements as provided in PAS-4 and the relevant pages in

this Placement Document where these disclosures, to the extent applicable, have been provided.

S. No. Disclosure Requirements Relevant Page of this Placement

Document

1. GENERAL INFORMATION

a. Name, address, website and other contact details of the company indicating both registered office and corporate office.

176

b. Date of incorporation of the company. 172

c. Business carried on by the company and its subsidiaries with the details of branches or units, if any.

91, 102

d. Brief particulars of the management of the company. 112

e. Names, addresses, DIN and occupations of the directors. 112

f. Management’s perception of risk factors 38

g. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of:

170

(i) Statutory dues;

(ii) Debentures and interest thereon;

(iii) Deposits and interest thereon; and

(iv) Loan from any bank or financial institution and interest thereon.

h. Names, designation, address and phone number, email ID

of the nodal/ compliance officer of the company, if any, for the private placement offer process.

176

2. PARTICULARS OF THE OFFER

a. Date of passing of board resolution. 125

b. Date of passing of resolution in the general meeting,

authorizing the offer of securities

125

c. Kinds of securities offered (i.e. whether share or debenture) and class of security.

27

d. Price at which the security is being offered including the

premium, if any, along with justification of the price.

27

e. Name and address of the valuer who performed valuation of the security offered.

Not applicable

f. Amount which the company intends to raise by way of

securities

57

g. Terms of raising of securities:

(i) Duration, if applicable; Not applicable

(ii) Rate of dividend; 65

(iii) Rate of interest; Not applicable

25

(iv) Mode of payment; and Not applicable

(v) Mode of repayment. Not applicable

h. Proposed time schedule for which the offer letter is valid 19

i. Purposes and objects of the offer. 57

j. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects.

Not applicable

k. Principle terms of assets charged as security, if applicable. Not applicable

3. DISCLOSURES WITH REGARD TO INTEREST OF

DIRECTORS, LITIGATION ETC

a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the

interests of other persons.

115

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding

the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.

170

c. Remuneration of directors (during the current year and

last three financial years).

116

d. Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided.

F-40

e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and

proposed to be taken by the company for each of the said reservations or qualifications or adverse remark.

170

f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately

preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section- wise details thereof for the company and all of its

subsidiaries

170

g. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company.

170

4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner in a tabular form:

(i) (a) The authorised, issued, subscribed and paid up capital

(number of securities, description and aggregate nominal value);

59

26

(b) Size of the present offer; and 59

(c) Paid up capital: 59

(A) After the offer; and 59

(B) After conversion of convertible instruments (if applicable) Not applicable

(d) Share premium account (before and after the offer). Not applicable

(ii) (a) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price

and the form of consideration. Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each

case

59

b. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter

F-4

c. Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid).

65

d. A summary of the financial position of the company as in

the three audited balance sheets immediately preceding the date of circulation of offer letter.

F-3

e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter.

F-5

f. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

170

5. A DECLARATION BY THE DIRECTORS THAT

175

a. The company has complied with the provisions of the Act and the rules made thereunder.

b. The compliance with the Act and the rules does not imply

that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government.

c. The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter

27

SUMMARY OF THE ISSUE

The following is a general summary of the terms of the Issue. This summary should be read in conjunction with,

and is qualified in its entirety by the information appearing elsewhere in this Placement Document, including

under the sections titled "Risk Factors", "Use of Proceeds", "Placement" and "Issue Procedure".

Issuer Cox & Kings Limited.

Face value per Equity Share ` 5.

Issue Price per Equity Share ` 305.

Issue Size The issue of up to 32,787,000 Equity Shares at a premium of ` 300 each,

aggregating up to ` 10,000.04 million.

A minimum of 10% of the Issue Size, i.e., up to 3,278,700 Equity Shares

shall be available for Allocation to Mutual Funds only, and up to

29,508,300 Equity Shares shall be available for Allocation to all QIBs,

including Mutual Funds. In case of under-subscription in the portion

available for Allocation only to Mutual Funds, such minimum portion or

part thereof may be Allotted to other eligible QIBs.

Floor Price per Equity Share ` 309.18. The committee of the Board of Directors of the Company, on

November 25, 2014, approved a discount of ₹ 4.18 on the Floor Price in

terms of Regulation 85 of the SEBI Regulations.

Equity Shares outstanding

immediately prior to the Issue

136,527,890

Equity Shares outstanding

immediately after the Issue

169,314,890

Eligible investors QIBs as defined in Regulation 2(1)(zd) of the SEBI Regulations.

Listing The Company has made applications to each of the Stock Exchanges to

obtain in-principle approval for listing of the Securities.

Transferability restrictions The Securities being Allotted pursuant to this Issue shall not be sold for a

period of one year from the date of Allotment except on the floor of the

Stock Exchanges. Please see the section titled “Transfer Restrictions”.

Closing The Allotment of the Securities offered pursuant to the Issue is expected

to be made on or about November 27, 2014 (the Closing Date).

Ranking The Securities being issued in the Issue are subject to the provisions of

our Memorandum and Articles of Association and shall rank pari passu

in all respects with the existing Equity Shares, including with respect to

dividend rights. Shareholders will be entitled to participate in dividends

and other corporate benefits, if any, declared by us after the Closing Date,

in compliance with the Companies Act. Shareholders may attend and

vote in shareholders’ meetings in accordance with the provisions of the

Companies Act. Please see the section titled “Description of Shares”.

Use of Proceeds The net proceeds of the Issue (after deduction of fees, commissions and

expenses) are expected to be approximately ` 10,000.04 million.

28

Please see section titled “Use of Proceeds”.

Lock-up The Company will not, from the date hereof and for a period of up to

sixty (60) days from the Closing Date, without the prior written consent

of the Global Coordinator and the Book Running Lead Manager, directly

or indirectly: (a) issue, offer, lend, sell, pledge, contract to sell or issue,

sell any option or contract to purchase, purchase any option or contract to

sell or issue, grant any option, right or warrant to purchase, lend or

otherwise transfer or dispose of, directly or indirectly, any Equity Shares,

or any securities convertible into or exercisable or exchangeable for

Equity Shares or publicly announce an intention with respect to any of

the foregoing; (b) enter into any swap or other agreement that transfers,

directly or indirectly, in whole or in part, any of the economic

consequences of ownership of Equity Shares or any securities convertible

into or exercisable or exchangeable for Equity Shares (regardless of

whether any of the transactions described in clause (a) or (b) is to be

settled by the delivery of Equity Shares or such other securities, in cash

or otherwise); or (c) publicly announce any intention to enter into any

transaction falling within (a) or (b) above or enter into any transaction

(including a transaction involving derivatives) having an economic effect

similar to that of an issue or offer or deposit of Equity Shares in any

depositary receipt facility or publicly announce any intention to enter into

any transaction falling within (a) or (b) above; provided, however, that

the foregoing restrictions do not apply to (i) the issuance of any Equity

Shares pursuant to the Issue and (ii) issuance and allotment of securities

by the Company to the Promoter Group (“Preferential Issue”);

The Promoters and Promoter Group entities (Mr. A.B.M. Good, Mr. Ajay

Ajit Peter Kerkar, Ms. Urrshila Kerkar, Ms. Elizabeth Kerkar, Liz

Investments Private Limited, Sneh Sadan Graphic Services Ltd., and

Kubber Investment (Mauritius) Pvt. Ltd.) have also agreed that they will

not, from the date hereof and for a period of up to sixty (60) days from

the Closing Date, without the prior written consent of the Global

Coordinator and Book Running Lead Manager, directly or indirectly: (a)

sell, contract to sell, purchase any option or contract to sell, grant any

option to purchase, lend, or otherwise transfer or dispose of, directly or

indirectly, any Equity Shares, or any securities convertible into or

exercisable or exchangeable for Equity Shares or publicly announce an

intention with respect to any of the foregoing; (b) enter into any swap or

other agreement that transfers, directly or indirectly, in whole or in part,

any of the economic consequences of ownership of Equity Shares or any

securities convertible into or exercisable or exchangeable for Equity

Shares (regardless of whether any of the transactions described in clause

(a) or (b) is to be settled by the delivery of Equity Shares or such other

securities, in cash or otherwise); or (c) publicly announce any intention to

enter into any transaction falling within (a) or (b) above or enter into any

transaction (including a transaction involving derivatives) having an

economic effect similar to that of an issue or offer or deposit of Equity

Shares in any depositary receipt facility or publicly announce any

intention to enter into any transaction falling within (a) or (b) above.

Risk factors Please see section titled "Risk Factors" for a discussion of risks you

should consider before investing in the Securities.

Security Codes:

(A) Equity Shares-

ISIN

INE008I01026

29

BSE Code

NSE Code

(B) GDR (Luxembourg

Stock Exchange)

ISIN

533144

COX&KINGS

COXKINGSGDR

US2238991051

Outstanding GDRs The GDRs issued in August, 2010 by the Company are listed on the

Luxembourg Stock Exchange since then. Outstanding GDRs as of September

30, 2014 are 571,008 and represent an equivalent number of equity shares

constituting 0.42% of the then paid-up Equity Share Capital of the Company.

30

SUMMARY OF THE BUSINESS

Overview

We are an international leisure and educational travel company with operations in 23 countries across four

continents. We have market leading brands in the leisure travel and education travel segments. Historically, our

core business has been the sale of packaged holidays for leisure travel, with a particular focus on cultural and

adventure tourism. We have also grown into other complementary business segments in recent times. We are a

market leader in providing residential outdoor activity trips for primary students in the UK and organize study

visits and tours for secondary and high school students from the UK and Germany to various global destinations.

We also operate a hotel chain that offers budget accommodation in Germany, Austria and the UK targeting

student groups and young urban travellers.

Our “Cox & Kings” brand has evolved over a period of more than 250 years, and was ranked first in a survey of

“Top Brands in India” (2008), conducted by research agency, TNS and co-funded by Media magazine. We have

won numerous awards, including the award for the "Favourite Outbound Tour Operator" (2014) by Outlook

Traveller, and "Favourite Specialist Tour Operator" (2013) by Condé Nast Traveller Readers.

We operate our leisure travel business in India and across 17 international locations. In India, we distribute our

products and services through 241 points of presence covering 149 cities comprising 12 branch sales offices, 143

franchisee sales shops, and 86 agents as of September 30, 2014. Outside India, we operate through subsidiaries in

the UK, Japan, Australia, New Zealand, United Arab Emirates, the United States, the Netherlands, Singapore and

Canada. We maintain branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in

Russia, Brazil, Germany and South Africa.

We have operations pertaining to our education travel business in the UK, Germany, Austria, France, Spain,

Australia, Netherlands, Belgium and Ireland. We operate our education travel business under several leading

European brands, including PGL, NST and Meininger.

As of September 30, 2014, we had more than 3,500 permanent employees and 1,700 contract employees,

comprising approximately 2,000 employees in India and the remaining located in the UK, Netherlands, Germany

Australia, Japan, Dubai, the United States, New Zealand and France. Most of our contract employees are in the

educational travel market segment.

Our consolidated revenues in the years ended March 31, 2012, 2013 and 2014, and in the six months ended

September 30, 2014 were `8,735.1 million, `18,675.2 million, `23,506.6 million and `16,328.6 million,

respectively, while consolidated net profit in the years ended March 31, 2012, 2013 and 2014, and in the six

months ended September 30, 2014 was `416.1 million, `2,484.2 million, `3,831.7 million and `338.68 million,

respectively.

Our Competitive Strengths

One of the largest Travel and Tour Companies in India with strong brand recognition

We believe we are one of the largest travel and tour companies in India. Our brand “Cox & Kings”, which has

evolved over a period of more than 250 years, is one of the oldest, and we believe, one of the most recognized,

names in the travel and tourism industry. “Cox & Kings” was ranked first in a survey of “Top Brands in India”

(2008), conducted by research agency TNS and co-funded by Media magazine. We also have won several

prestigious awards for our services, including “Favourite Outbound Tour Operator” and “Favourite Inbound Tour

Operator” awarded by The Outlook Traveller (2014), “Favourite Specialist Tour Operator - 1st Runner-Up”

awarded by Condé Nast Traveller Readers (2013), “Best Outbound Tour Operator” awarded by ITCTA (2013),

“India's Leading Tour Operator” and “India's Leading Travel Agency” awarded by World Travel (2013), “Best

Outbound Tour Operator” awarded by Hospitality India & Explore the World Annual International Awards

(2013), “Best Inbound Tour Operator” awarded by TAAI (2013), “Best Company providing Foreign Exchange in

31

India” awarded by CNBC Awaaz (2013) and “Award for Contribution to the Promotion of Taiwan Tourism in

2013” awarded by Taiwan Tourism (2013). We have created several strong brands in India. Our Duniya Dekho

brand caters to overseas group tours, our Bharat Dekho brand caters to our domestic group tours in India, the

Gaurav Yatra brand caters specifically to the Jain and Gujarati communities, our Anand Yatra brand caters to the

Marathi community in India, and our Luxury Escapades brand is tailored to premium overseas individual

travellers.

We believe that providing a superior service experience to customers is among the most important success

factors in the travel and tourism industry. Our long track record of providing high-quality travel and tour

services, as evidenced by our strong brand name recognition and the numerous awards we have received, have

enabled us to become a leader in the Indian travel and tour industry.

Bouquet of market leading brands across various geographies

We have several market leading brands across the UK, the Netherlands, India and the United States in each of

our market segments. In the UK, the Cox & Kings brand is a specialist brand for premium leisure tours, our PGL

brand is the market leader for residential outdoor activity trips for primary students, our NST brand is a leading

brand for study visits and tours for secondary students and our Explore brand is one the leading brands in the UK

for soft adventure travel tours. We believe in offering complete travel solutions for our holiday packages,

including visa, insurance and foreign exchange.

The products and services that we offer through our brands have won several awards, in India and

internationally. Some of the recent awards include the Indian National Tourism Awards 2013 awarding Cox &

Kings Ltd. with ‘Best Overseas Tour Operator to India from the UK’ award, SPAA 2013 awarding Superbreak

with ‘Best U.K. Holiday Company’, British Travel Awards 2013 awarding Explore with ‘Best Medium Holiday

Company for Safari, Wildlife and Nature’ award, Travel+Leisure World’s Best Awards 2012 ranking C&K U.S.

as ‘One of the Best Tour Operators for Africa’. Our PGL brand is the market leader for residential outdoor

activity trips for primary students and has won several awards, including “Winner - For our outstanding

contribution towards supporting young people through the power of PE and sport”, Youth Sport Trust Business

Awards, 2012, and “Best Youth Operator to France, 2012”, Atout France, the Tourism Development Agency of

France. Our NST brand is the market leader for study visits and tours for secondary students, Explore is one the

leading brands in the UK for soft adventure travel tours and has won the awards for “Best Adventure and

Activity Specialist” by Travel Bulletin Star Awards (2013). Our Superbreak brand has won awards for "Best

Hotel Booking Company” by SPAA Travel Awards (2013) and “Best Operator UK Holidays” by Travel Weekly

Globes (2014). We believe the awards we have won are a reflection of the strength of our market leading brands

across various geographies.

Expansive Distribution Network across Our Worldwide Operations

We believe that a strong distribution network is essential to expand our customer base in the travel and tours

industry, and we therefore have constantly focused on strengthening our reach. We have a strong distribution

network with a mix of retail distribution through shops, franchise outlets, direct distribution through call centre

agents and the Internet, and through our channel partners. In India, we distribute our products and services

through 241 points of presence covering 131 cities across 24 states, comprising 12 branch sales offices, over 143

franchisee sales shops, and 86 agents. In the UK, we sell our leisure packages through several high street agents

including TUI, Thomas Cook and Countrywide. In Australia, we distribute our products through the leading

travel retail agent chains. We also generate significant revenues for all our international geographies from our

direct marketing channels, including bookings made through call centre agents or the Internet.

We operate branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in Russia, Brazil,

Germany and South Africa to strengthen our global sales and service network. In the education travel segment,

our direct sales teams of PGL and NST reach out directly to our key clients. In the case of Meininger, we sell

through a mix of online bookings agent and direct marketing (website, call centre and walks-ins). We are a

32

shareholder member of Radius Inc, a consortium of leading business travel agents present in more than 3,600

locations across approximately 80 countries.

Strong Technology Platform

Technology is critical for our business. We have developed and implemented a comprehensive central

reservation technological platform for our travel products and services. Our business partners and clients can

make reservations for flights, excursions, transfers, hotels and other services online and design packages

dynamically. Our platform enables us to rapidly expand our franchisee network and is supported by CRM

software that improves our business efficiencies in terms of reduced turn-around time (TAT) and increased

business handled per employee. Our technology also enables us to provide white label/co-branded offerings for

clients such as Jet Escapes. We have also built-in online payment gateways, which are well integrated to our

existing technology platform. We use data-management software, including ERP, and have integrated our

computer reservation systems (CRS) with our mid and back office. We have a dedicated call centre with

appropriate technology infrastructure and staffed with well informed and efficient executives. We believe that

the technologies we use in our operations give us a significant competitive edge by enabling us to manage our

unified access to hotel reservations and airline tickets in an effective manner to minimize costs.

Experienced management team

We are led by an experienced management group that has worked and has been associated with the travel

industry for many years and developed the skill, expertise and vision to continue to expand our business in new

markets. Our operations are overseen by a professional management team, under the guidance of the Chairman,

Mr. A. B. M. Good and Directors, Mr. Ajay Ajit Peter Kerkar and Ms. Urrshila Kerkar.

We believe that the strategic leadership and direction provided by our management team enables us to explore

new opportunities while strengthening our current operations. For further information on our management team,

please see "Board of Directors and Senior Management".

Our Business Strategy

Continue to consolidate product sourcing operations globally

We have rapidly grown our business operations in recent years, organically and through acquisitions. Since 2008,

we have increasingly leveraged the size of our global operations to consolidate buying efforts. We believe that

this initiative has enhanced our bargaining power with our vendors, thereby generating significant cost savings

by consolidating buying for air travel, hotel accommodations, car rentals and ground handling services. We

believe that this has also enabled us to offer competitive travel packages to our leisure customers and business

clients, thereby increasing our customer base and revenues. We intend to leverage increased business volumes in

Europe and other international destinations to continue consolidating our product sourcing operations globally,

particularly hotel aggregation and adventure aspects of the leisure segment of our business, to generate cost

savings and improve our profitability. Further, we also intend to continue to consolidate our various other

expenditures like capital expenditure on information technology systems and marketing costs to benefit from

economies of scale.

Capitalize on our global platform to enhance and cross sell our product and service offerings

We intend to capitalize on our global platform to enhance and cross sell our products across each of our market

segments in the geographic regions where we operate. For instance, we intend our global platform to provide

ground handling services in destinations used by our outbound customers, thereby maximising profits and

ensuring quality control for our services. Similarly, we also intend to use our product expertise to introduce

similar products in new geographies tailored to suit local requirements and sensibilities. For instance, we are

exploring the possibility of introducing our educational tour products into markets such as India. We also intend

to expand our hotel aggregation business to include non-European hotels, particularly hotels in Australia, India,

http://www.radiustravel.com/

33

the Middle East and the Far East. We also intend to market our Meininger properties to our current customer

base in India and other geographies.

Consolidate our presence in the leisure travel segment in India

We intend to leverage our significant presence in the leisure travel market in India to capitalize on India’s

resilient economy. The rise in disposable income and aspiration levels of Indian consumers make them a key

target segment for our future growth. With international travel becoming progressively more affordable, we

believe that this trend will accelerate, and that there will be an increase in the number of people choosing to

travel outside India for leisure. We also believe that the fragmented travel market in India presents an

opportunity for large organized travel and tour operators, such as us, to capture a greater share of the market. We

continue to expand our ground handling activities in certain overseas locations which cater to our outbound

customers, thus enabling cost reduction and better-personalised services for Indian outbound clients. We believe

that travel tours are increasingly being used by corporates in India to incentivize their employees or their

suppliers and distributors, and we intend to continue leveraging our market position and product offerings to

capitalize on the opportunities presented by this rapidly growing segment of leisure travel.

Further expand our global distribution network

We intend to further expand our distribution network infrastructure across all markets. In India, we seek to

improve market penetration by adding franchised shops that exclusively offer our products and services. In our

franchisee model, the franchisee is permitted to operate a travel outlet based on our business concept with the use

of our brand name. In our international markets, we will continue to focus on boosting our agent network and

call centre sales support. We will also evaluate new jurisdictions in which a local distribution presence (through

branches or representative offices) will contribute to our growth and profitability. We also have made

investments into growing our online channels for conducting travel business. Our websites in various countries

offer comprehensive travel solutions to our online customers, who can purchase airline tickets, make hotel

reservations, obtain logistic support, or purchase tour packages. Our websites also enable users to purchase any

combination of the above and customize their holiday. We believe that our online initiatives allow us to

capitalize on the rise in the number of internet users in these markets and thereby reach a wider customer base.

We intend to grow our PGL and Meininger product offerings in new markets

We believe the education travel segment offers significant growth opportunities, and that we are well positioned

to consolidate our market share in this segment in the UK and Europe. We are also well placed to leverage our

product expertise in this segment to grow our presence in Australia where we have recently introduced PGL and

in other newer markets including India in order to benefit from a first mover advantage. Further, we also intend

to expand our budget accommodation offering targeted at student tour groups and young urban travellers through

our Meininger brand by adding new properties in Europe, where we have signed four new hotel leases that we

expect to be operational within the next two to three years.

34

SUMMARY OF FINANCIAL INFORMATION

The following tables present summary financial information regarding our business and should be read together

with “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our

financial statements for the fiscal years ended 31 March 2012, 2013, 2014 included elsewhere in this Placement

Document. The summary financial information, income statement and balance sheet information for fiscal years

ended 31 March 2012, 2013 and 2014 are derived from our audited consolidated financial statements for the

respective fiscal years.

CONSOLIDATED BALANCE SHEET (Rupees in Million)

As of March 31,

Particulars 2014 2013 2012

EQUITY AND LIABILITIES

Shareholder's Funds

Share Capital 682.64 682.64 682.64

Reserves and Surplus 16,865.51 12,575.98 11,240.32

Minority Interest 8,205.40 5,421.86 -

25,753.55 18,680.48 11,922.96

Non-Current Liabilities

Long-term borrowings 47,394.55 39,181.61 34,511.75

Deferred tax liabilities (Net) 699.90 746.37 766.31

Long term provisions 244.80 101.50 265.70

48,339.25 40,029.49 35,543.76

Current Liabilities

Short-term borrowings 3,463.38 2,563.64 2,549.96

Trade payables 5,427.69 4,699.74 4,249.17

Other current liabilities 21,179.45 17,169.03 21,718.11

Short-term provisions 643.33 375.62 514.68

30,713.85 24,808.03 29,031.92

Total 1,04,806.65 83,518.00 76,498.64

ASSETS

Non-current assets

Fixed assets

Tangible assets 22,882.20 18,776.80 18,460.80

Intangible assets 1,051.70 839.30 686.40

Capital work-in-progress 470.70 115.10 486.40

Intangible assets under development 1,717.30 1,319.30 751.10

Goodwill on Consolidation 40,532.05 27,332.90 26,628.90

66,653.95 48,383.40 47,013.60

Non-current investments 321.00 4,383.09 2,761.00

Deferred tax Assets (Net) 1.08 66.65 17.20

Long term loans and advances 150.74 151.30 341.61

Other non-current assets - - -

472.82 4,601.04 3,119.81

Current assets

Current investments 280.83 280.92 280.70

35

Inventories 199.09 185.95 172.59

Trade receivables 11,355.84 9,054.02 7,150.69

Cash and Cash Equivalents 13,786.25 12,692.47 10,532.84

Short-term loans and advances 12,041.32 8,287.09 8,211.91

Other current assets 16.55 33.10 16.50

37,679.88 30,533.55 26,365.23

Total 1,04,806.65 83,518.00 76,498.64

2.44 0.02

CONSOLIDATED STATEMENT OF PROFIT AND LOSS ACCOUNT (Rupees in Million)

Particulars For the year ended March 31,

2014 2013 2012

INCOME : -

Revenue from operations 23,075.92 18,087.40 8,379.37

Other Income 430.67 587.85 355.64

Total Revenue 23,506.59 18,675.25 8,735.01

EXPENDITURE : -

Employee benefit expenses 8,747.87 6,957.55 3,852.54

Finance costs 3,235.76 3,704.50 1,841.95

Depreciation and amortization expense 1,711.30 1,473.60 491.30

Other expenses 3,222.09 3,949.13 1,550.15

Total Expenses 16,917.01 16,084.78 7,735.94

Profit before exceptional items and tax 6,589.57 2,590.47 999.07

Less: Exceptional Items 456.17 620.80 311.80

Add: Profit / (Loss) on Disposal of Subsidiary - 77.10 -

Profit before tax 6,133.40 2,046.77 687.27

Tax Expenses:

Current tax 1,685.72 603.00 376.60

Deferred tax (102.70) (27.20) 19.80

Current tax expenses relating to prior years 59.80 (54.80) 21.20

1,642.83 521.00 417.60

Profit after tax for the year 4,490.57 1,526.77 269.67

Add : Share of Income/(Loss) from Investment in

Associates (15.42) 403.50 146.20

Profit for the year 4,475.15 1,930.27 415.87

Share of Minority Interest 643.42 (555.80) -

Profit after Minority Interest 3,831.73 2,486.07 415.87

Earnings each per equity share (Face Value per share Rs. 5 each):

36

Basic (In Rs.) 28.07 18.21 3.05

Diluted (In Rs.) 28.07 18.21 3.05

CASH FLOW STATEMENT

(Rupees in Million)

Particulars

For the year ended March 31.

2014 2013 2012

Cash Flow from Operating Activities

Profit before Tax

6,133.40 1,968.60 6,87.40 Adjustment for:

Depreciation

1,711.30 1,473.60 4,91.30

Profit on sale of Investment

(0.17) - (81.89) Dividend on Investment

(1.20) (7.82) (53.55)

Interest Income

(275.24) (358.42) (58.80)

Interest Expense

3,235.76 3,705.40 1,734.04

Bad Debts

4.89 2.76 5.27

Foreign Exchange Gain / Loss on Translation

(1,164.88) (442.71) (300.30) Profit on Sale of Fixed Assets (Net)

(77.79) (80.28) (0.88)

Operating profit before working capital changes

9,566.07 6,261.13 2,422.58

Adjustment for:

(Increase)/Decrease in Inventories

1.91 (13.30) 42.30 (Increase)/Decrease in Trade Receivable

(2,034.36) (1,906.20) (600.90)

(Increase)/Decrease in Loans and Advances

(1,657.84) (1,466.70) (4,994.00)

Increase/(Decrease) in Current Liabilities

3,510.82 (30.90) 2,023.60

Cash Generated from Operations

9,386.59 2,844.03 (1,106.42)

Income Taxes Paid (1,293.85) (806.00) (259.40)

Net cash flow from operating activities 8,092.74 2,038.03 (1,365.82)

Cash Flow from Investing Activities

Purchase of Fixed Assets & Capital Work In Progress (2,840.58) (1,694.90) (1,433.70)

Acquisition of Subsidiaries - - (27,707.40)

Advances (given)/ Refund - - 284.95 Sale of Fixed Assets 178.05 - 126.50

Interest Received 275.24 358.42 58.80

Dividend Received 1.20 351.20 53.60 Purchase of Investment - - 250.40

Additional Investment in Meininger

(Refer Schedule 12) (2,568.23) (1,719.00) -

Intercorporate Deposits given (1,351.97) (310.60) -

Sale of Subsidiary 68.50 908.30 -

Sale of Investments - - 1,763.00

Net cash used in investing activities (6,237.80) (2,106.59) (26,603.85)

Cash Flow from Financing Activities

Proceeds of Long Term Borrowing 14,467.54 13,564.10 24,991.80

Repayment of Long Term Borrowing (14,063.90) (13,433.30) (1,000.00)

Movements of Short Term Borrowing 899.74 13.70 2,550.00

Proceed from Issue of Preference Shares in Subsidiary 1,091.16 6,499.00 -

Expenses for Issue of Shares (56.46) - (176.60)

Dividend Paid (158.68) (158.80) (79.50)

Interest Paid (3,365.25) (3,917.00) (1,449.20)

Net cash flow from financing activities C (1,185.85) 2,567.70 24,836.50

Net Increase in cash and Cash equivalents (A+B+C) 669.09 2,499.14 (3,133.16)

Cash and Cash equivalents

at the beginning of the period 12,644.72 10,144.10 9,608.00

as part of acquired subsidiary 390.00 - 3,669.20

Effect of Unrealised gain/(loss) on revaluation 40.41 1.61 -

at the end of the period 13,744.25 12,644.80 10,144.00

Net Increase in cash and Cash equivalents 669.12 2,499.09 (3,133.20)

37

RISK FACTORS

An investment in the Securities involves risk. Prospective investors should carefully consider the following

risk factors as well as other information included in this Placement Document prior to making any decision as to

whether or not to invest in the Equity Shares. The risks described below and any additional risks and

uncertainties not presently known to our Company or that are currently deemed immaterial could adversely

affect our business, financial condition, liquidity or results of operations. As a result, the trading price of the

Equity Shares could decline and investors may lose part or all of their investment. Prospective investors should

pay particular attention to the fact that we are an Indian company and are subject to a legal and regulatory

environment which may differ in certain respects from that of other countries.

Any potential investor in, and purchaser of, the Equity Shares should pay particular attention to the fact that

we are governed in India by a legal and regulatory environment which in some material respects may be

different from that which prevails in other countries. Prior to making an investment decision, prospective

investors and purchasers should carefully consider all of the information contained in this Placement Document

(including the consolidated Financial Statements).

Risks Related to Our Company and Our Business

We operate in a highly competitive and fragmented market.

We operate in a highly competitive market. We face stiff competition from other players operating in this

sector and also from the un-organized sectors. Pricing is one of the factors that play an important role in our

customers’ selection of our products. There are several strategies adopted by our competitors to increase their

market share through advertising, pricing, service, new product introductions and distribution reach among

others. This increased competition may affect our margins. In order to protect our existing market share or

capture market share, we may be required to increase expenditure for advertising and promotions and to

introduce and establish new products. Due to inherent risks in the marketplace associated with advertising and

new product introductions, including uncertainties about consumer response, increased expenditure may not

prove successful in maintaining or enhancing our market share and could result in lower profitability.

Stiff competition from a variety of competitors in the organized and un-organised sectors adversely impacts

our operations and profitability. Increased competition could result in reduced margins, loss of segment share

and damage to our brand. There can be no assurance that we will be able to compete successfully against current

and future competitors or that competition will not have a material adverse effect on our business, financial

condition and results of operations. A portion of the tourism business is now increasingly being cornered by

companies offering holidays on a ‘time share’ basis, which increases competition.

Our growth will depend on our ability to sustain our brands and failure to do so will have a negative impact

on our ability to compete in this industry.

We believe that our brands are well respected and recognised in the market today. Continuing efforts towards

building and sustaining our brands will be critical for the recognition of our services. Promoting and positioning

our brands will depend largely on the success of our marketing efforts and our ability to back that with high

quality services. Brand promotion activities may /may not result in incremental revenue, and even if they do, any

incremental revenue may not offset the expenses we incur in building our brand. If we fail to promote and

maintain our brand, our business, financial condition and results of operations could be adversely affected.

The international nature of our business exposes us to several risks, many of which are beyond our control.

We have operations in India and in 23 other countries across the globe including, the United Kingdom. Japan,

Australia, New Zealand, United Arab Emirates, the United States, Germany, Ireland, the Netherlands, Singapore

and Canada. We conduct tours across the globe and service clients from respective regions. As a result, we are

38

exposed to risks typically associated with conducting business internationally, many of which are beyond our

control. These risks include:

• significant currency fluctuations between the Euro, Japanese Yen, U.S. dollar and the Pound Sterling

and the Indian rupee (in which a significant portion of our costs are denominated);

• social, political or regulatory developments that may result in an economic slowdown in any of these

regions;

• legal uncertainty owing to the overlap of different legal regimes, and problems in asserting contractual

or other rights across international borders;

• potentially adverse tax consequences, such as scrutiny of transfer pricing arrangements by authorities in

the countries in which we operate;

• changes in regulatory requirements;

• the burden and expense of complying with the laws and regulations of various jurisdictions; and

• terrorist attacks and other acts of violence or war.

Through our international operations, we also have exposure to different economic climates, political arenas,

tax systems and regulations that could negatively affect foreign exchange rates. Because we transact in foreign

currency, changes in exchange rates could have a negative effect on our results of operations. Our exchange rate

risk will increase as we increase our operations in international markets.

The occurrence of any of these events could have a material adverse effect on our business, results of

operations and financial condition.

Our inability to manage our growth could disrupt our business and reduce our profitability.

We have experienced rapid growth in recent years and expect to expand the size and geographical scope of

our business in India and internationally. Although we plan to continue to expand our scale of operations through

organic growth and investments in other entities, we may not grow at a rate comparable to our growth rate in the

past, either in terms of income or profit.

Moreover, we continuously evaluate ideas that strategically fit our existing business and expand the products

and services that we offer to our customers. We have in the past made several acquisitions that expose us to

geographies and overseas markets which are new to us. For example, in 2011 we acquired Holidaybreak, which

now forms a significant part of our business, and offers products and services that we traditionally have not

provided and in markets that we are not familiar with. Similarly, in 2008, we acquired Tempo Holidays Pty Ltd.

based in Australia with its wholly-owned subsidiary Tempo Holidays NZ Ltd. in New Zealand. And in 2009, we

completed the acquisition of East India Travel Company Inc., which is in the business of selling upmarket tour

and travel packages in the United States.

We believe that our growth strategy will place significant demands on our management, financial and other

resources. It will require us to continuously develop and improve our operational, financial and internal controls.

Continuous expansion increases the challenges involved in financial management, recruitment, training and

retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and

developing and improving our internal administrative infrastructure and more importantly adhering to quality

and high standards that meet customer expectations. Any inability on our part to manage such growth could

disrupt our business prospects, impact our financial condition and adversely affect our results of operations.

39

Some segments of our business are seasonal in nature.

Revenues and cash flows in the travel and tourism industry are affected by seasonality and depend on various

factors such as school holidays, public holidays, conducive weather conditions and political conditions in the

destination for travel. Our revenues are generally higher for inbound tourism during the second half of each fiscal

year as compared to the first half of the fiscal year. The first half of our fiscal year includes India’s summer and

monsoon seasons hence international leisure travellers to, and domestic leisure travellers in, India are

substantially fewer than in the second half of the year but revenues for outbound tourism are higher in the first

half of the fiscal year. Any disruptions of our operations or adverse external factors affecting business during

these key seasons may lead to a reduction in our revenues and may have a material adverse impact on our results

of operations.

On the other hand, our subsidiary, Holidaybreak, has traditionally reported an operating loss in the six month

period ending March 31 in each financial year due to the seasonal nature of the Camping division business,

which focus exclusively on outdoor activities and therefore do not generate any significant revenues during the

winter months in Europe while continuing to incur operational expenses during those months. For this reason,

our consolidated results of operations during the six month period ending March 31 in each financial year

performs at a significantly lower level than for the six month periods ending September 30 in each financial year.

For further information on seasonality, please see "Management's Discussion and Analysis of Financial

Condition and Results of operations—Seasonality".

The pro forma financial information contained herein may not accurately reflect our historical financial

position, results of operations and cash flows

We have prepared and presented our pro forma financial information based on our historical consolidated

financial statements for the year ended March 31, 2014 and for six months ended September 30, 2014. Our

historical results for any prior periods are not necessarily indicative of results to be expected for any future

period and our pro forma results have been compiled, on the basis of assumptions, for illustrative purposes only.

The pro forma consolidated statements of financial performance are prepared for illustrative purposes only, after

making relevant adjustments to give effect to the disposal of our camping business as having been effected on

April 1, 2013.

As the pro forma financial information is prepared for illustrative purposes only, such information may not

give a true picture of the financial position, results of operations or cash flows of our Group had the transactions

or events actually occurred on the stated date of such pro forma financial information. Furthermore, the pro

forma information does not purport to predict our future financial condition, results of operations, prospects or

cash flows. As a result, your ability to understand our financial condition and results of operations or cash flows

based on our historical combined financial statements or pro forma financial information may be limited.

We may be subject to liabilities in connection with the disposal of our camping business.

In our agreement to dispose our camping business in May 2014, we have agreed to indemnify the buyer of our

camping business for losses arising (i) under the (U.K.) Pensions Act 2004; (ii) any civil, criminal, arbitration or

other proceedings which may be initiated either prior to or following completion or which are pending,

threatened or outstanding in respect of the road traffic accident and related death of Mr. Wayne Doyle which

occurred on April 11, 2003 in France; and (iii) any breach of law in connection with the employment, work or

engagement of any persons who provide services to or on behalf of the disposed of entities who mainly or wholly

carry out their duties in France, including for these purposes any breaches occurring up to November 30, 2014 to

the extent arising out of such existing arrangements. Our liability under (ii) above is capped at GBP 250,000.

This indemnity requires us to make a Pound by Pound or Euro by Euro payment to cover losses incurred by the

buyer in respect of the indemnified matters, which could have an adverse effect on our results of operations.

40

Our failure to attract and retain customers in a cost-effective manner could adversely affect our business,

financial condition and results of operations.

Our long-term success depends on our continued ability to increase the overall number of customer

transactions in a cost-effective manner. In order to increase the number of customer transactions, we must retain

business from existing customers and also attract new customers through our distribution and sales channels. In

order to attract and retain customers, we may also need to increase expenditures for offline and online advertising

and marketing initiatives. No assurances can be provided that we will be successful in acquiring and retaining

customers in a cost-effective manner.

Our failure to accurately anticipate demand for our products could adversely affect our business, financial

condition and results of operations.

We need to determine travel appetite for our markets well in advance in order to obtain better costs and efficient

partner tie-ups to facilitate our products. If we are unable to anticipate high demand it may lead to higher costs

and loss of opportunity and customers to competitors and if we overestimate the demand and are not able to meet

the projected targets, it may have an adverse effect on our relationship with our partners and agencies. This is a

major and persistent risk in our line of business. In recent years, customers have been increasingly booking

holidays nearer the time of travel than has traditionally been the case. This type of booking behaviour makes it

considerably more difficult for tourism companies to engage in seasonal planning and has the potential of

making us more vulnerable to short-term changes in customer demand.

Our business is in part dependent on our continuing relationship with our suppliers and any adverse changes

in these relationships could adversely affect our business, financial condition and results of operations.

In the normal course of business, we enter into arrangements with other standalone service providers, which

play an important role in helping us provide an integrated services package to our customers. These strategic

alliances not only provide us an advantage in the key services segment, but further strengthen and consolidate the

“Cox & Kings” brand. Our business and results of operations could be adversely affected if we are unable to

maintain a beneficial relationship with these strategic partners and alliances.

Travel suppliers may seek to lower their travel distribution costs by promoting direct bookings, such as

through their own websites. In some cases, supplier direct channels offer advantages to consumers, such as

loyalty programs and/or lower transaction fees. In addition, travel suppliers may choose not to make their travel

products and services available through our distribution channels. To the extent that consumers continue to

increase the percentage of their travel purchases through supplier direct websites and/or if travel suppliers choose

not to make their products and services available to us, our business may suffer.

If any third party services which we depend on become unavailable, this could have a material adverse effect

on our business, financial condition and results of operations, including through a deterioration in customers’

confidence in our ability to offer our services in a reliable manner. The termination or expiration of any of our

contracts with suppliers and our inability to negotiate replacement contracts with other suppliers at comparable

rates or to enter into such contracts in any new may also bring about these adverse effects. In addition, the

efficiency, timeliness and quality of contract performance by third party providers will be largely beyond our

direct control.

Our inability to maintain our relationships with our distribution partners and ensure adherence to standard

operating procedures by our distribution partners may affect our sales operations.

The travel industry operates largely through global associate networks. We sell our tour and travel packages in

our markets through various channels including franchisee shops, sales agents and direct marketing agents. If any

of these agents terminate or do not renew their agreements with us, our distribution network may be reduced,

which may affect our sales operations. Appropriate service delivery by these associates is critical for the success

of our business. Our Company currently has longstanding healthy business relations with its associates and does

41

not foresee any major problem on service delivery from their side. However, while we have certain minimum

standards required to be maintained by any of our agents, absence of adequate monitoring of these sales agents

by us or inability to maintain effective relationships in future may also affect our sales operations and results of

operations.

We may fail to attract and retain enough sufficiently trained employees needed to support our operations and

growth.

The tour and travel industry is highly labour-intensive and our business success, to a significant extent,

depends on our ability to attract, hire, train and retain qualified employees. The industry, including our

Company, experiences employee turnover. There is significant need for professionals with skills necessary to

perform the services we offer to our clients. It is possible that we may lose our skilled and trained staff to our

competitors. High attrition rates, in particular, could result in a loss of domain and process knowledge, which

could result in poor service quality and lead to breaches by us of our contractual obligations. This would also

increase our recruiting and training costs and decrease our operating efficiency, productivity and profit margins

and could lead to a decline in demand for our services. We may also be required to increase compensation to

retain employees and remain competitive in the job market. This could increase our costs and affect our

profitability.

Lack of sufficiently qualified personnel could also limit our growth and our ability to establish operations in

new markets and our efforts to expand geographically. Our failure to attract, train and retain personnel with the

qualifications necessary to fulfil the needs of our existing and future clients, or to assimilate new employees

successfully, could have a material adverse effect on our business, results of operations, financial condition and

cash flows.

Our success depends significantly upon our management team. Any inability on our part to attract and retain

talented professionals or key managerial personnel may adversely affect our business and results of

operations.

We are highly dependent on our whole-time Directors, our senior management, and our other key managerial

personnel for our business. Attracting and retaining talented professionals is key to our business growth. Our

business model is reliant on the efforts and initiatives of our senior level management and our key managerial

personnel, few of whom have been with us for a significant number of years. If one or more members of our

senior management team were to leave their present positions, it may be difficult to find adequate replacements

and our business could be adversely affected. In this regard, we cannot assure you that we will be able to retain

our skilled senior management or managerial personnel or continue to attract new talents in the future.

We are vulnerable to failure of our information technology systems, which could adversely affect our

business. We also rely on external information technology infrastructure for our business, any failure of such

infrastructure would adversely affect us.

Our information technology systems are a critical part of our business and help us manage client details,

bookings, schedules and inventory. Any technical failures associated with our information technology systems,

including those caused by power failures and computer viruses and other unauthorized tampering, may cause

interruptions in our ability to provide services to our clients. Corruption of certain information could also lead to

delayed or inaccurate scheduling in our tour. All of this could affect our quality of services and may damage our

reputation. In addition, we may be subject to liability as a result of any theft or misuse of personal information

stored on our systems or any problems arisen due to wrong scheduling of the tour or any part of the tour. Further,

we have entered into an agreement with global distribution system providers and use their information

technology systems for our business. Any technical failure of their systems or interruption in their services due to

any reason may hamper our business and would adversely affect us.

We may also be vulnerable to rapid changes in technology standards. Technology changes rapidly, especially

in the consumer-oriented tourism business, and our business may suffer if we are unable to keep up with the

42

latest information technology developments. In addition, we may be required to incur expenditure on information

technology in order to keep up with the technological developments of its competitors.

Exchange rate fluctuations may adversely affect our results of operations.

We conduct business in a number of currencies, which subjects us to significant foreign exchange fluctuations

that could adversely impact our results and operations. Revenues of Cox & Kings (UK) Ltd. and Holidaybreak

are in Pounds, revenues of Cox & Kings (Japan) Limited are in Yen, revenues of East India Travel Company, Inc

are in US$, revenues of Tempo Holidays Pty Ltd. are in AUD and India Inbound revenues are in US$, Euro and

GBP. Generally, all outbound tours sold by us in India are charged to the client in the currency that is paid to the

contractors. In other international operations, although we charge the tours to the client in the currency of the

resident country, we manage the foreign exchange risk by entering into derivative contracts. Our profitability

may be adversely impacted by fluctuations in these currencies if we are unable to fully hedge against these

fluctuations. However, our foreign exchange business is affected by exchange fluctuation to the extent of

proprietary trading in this area of business.

We do not have escalation clauses in our contract with our customers.

We do not have escalation clauses in the contract with our customers and consequently during period of rising

prices or any adverse change in tariffs by our business associates/intermediaries, we may not be able to pass

price increases to our customers, which could harm our operational results and financial condition.

We face claims, liabilities and suits from our customers should they perceive any deficiency in service or in

the event of bodily harm or injury to them while on tours organized by us.

We may face financial liabilities or loss of reputation, in the event of accidents and mishaps on our tours. We

attempt to mitigate the associated risks, which may happen due to factors beyond our control, through

appropriate insurance cover. However, our insurance may not be able to cover all such risks. Any mishap,

accident during the tour, which may or may not lead to personal injuries, may take place due to factors which are

beyond our control. Occurrence of such events may have an adverse implication on our business.

Our indebtedness and the conditions and restrictions imposed by our financing and other agreements could

adversely affect our ability to conduct our business and operations.

We have incurred a substantial amount of indebtedness which could adversely affect our financial condition.

As of September 30, 2014, we had total debt (on a consolidated basis) of approximately `48.6 billion. In

addition, we may incur additional indebtedness in the future. Our indebtedness could have several significant

consequences, including but not limited to the following:

• we may be required to dedicate a portion of our cash flow towards repayment of our existing debt which

will reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions

and other general corporate requirements;

• fluctuations in market interest rates may affect the cost of our borrowings since a majority of our

indebtedness is payable at variable rates.

The financing agreements with our lenders contain restrictive covenants that require us to maintain certain

financial ratios and seek the prior permission of these banks and financial institutions for various activities. One

such restrictive covenant gives our lenders the affirmative right to appoint or remove nominee Directors from the

Board of Directors. These restrictive covenants may also affect some of the rights of our shareholders, including

in relation to the declaration of dividends. There could be a material adverse effect on our business, financial

condition and results of operations if we are unable to service our indebtedness or otherwise comply with the

financial covenants of such indebtedness.

43

Some of our fixed assets, movable and immovable properties, and current assets (both present and future)

have been mortgaged and/or charged, including by way of second charge. These charges include a charge over

the escrow of our credit card receivables, personal guarantees by our Promoters, and corporate guarantees by our

Company, our Subsidiaries and Associate companies, as well as counter guarantees issued by us in favor of

lenders pursuant to the financing agreements. The aggregate value of the guarantees issued by our Company for

loans taken by our subsidiaries was US$ 375 million as of September 30, 2014.

Our inability to repay our loans or obtain a discharge of our security may result in enforcement or foreclosure

proceedings against us, which may adversely affect our ability to conduct our business. Failure of our

Subsidiaries to repay credit facilities may lead to the exercise of the guarantees given by our Company which

will be a considerable financial liability for us, and materially adversely affect our financial condition and results

of operations. We believe that our relationships with our lenders are good; we have in the past obtained consents

from them to undertake various actions and have informed them of our activities from time to time. Compliance

with the various terms in our financing agreements is, however, subject to interpretation and there can be no

assurance that we have requested or received all consents from our lenders that are required by our financing

documents. There can also be no assurance that we will receive any required consents on time or at all. If we fail

to obtain such consents, it may adversely affect our ability to conduct our business, profitability, financial


We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms, in

time, or at all.

We may require additional funds in connection with our future business expansion and development

initiatives. In addition to the net proceeds of this Issue and our internally generated cash flow, we may need

additional sources of funding to meet these requirements, which may include entering into new debt facilities

with lending institutions or raising additional debt in the capital markets. If we decide to raise additional funds

through the incurrence of debt, our interest obligations will increase, and we may be subject to additional

covenants. Such financing could cause our debt-to-equity ratio to increase or require us to create charges or liens

on our assets in favor of lenders. If we decide to raise additional funds through the issuance of equity (other than

through a rights issue to existing shareholders), the ownership interest of our existing shareholders will be

diluted. We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms,

in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of any

business development plans we may have, which may affect our business and future results of operations.

We have, in the past, relied on our promoters to provide guarantees and pledges of their securities and other

assets to our lenders to assist us in funding our expansion, which arrangements may not be available in

future.

We have historically depended on guarantees provided to our lenders by our Promoters and our Promoter

Group in order to help fund our expansion plans and other business requirements. As of September 30, 2014, our

Promoters and Promoter Group have provided guarantees for an aggregate amount of `5.06 billion. The

Promoters and other members of the Promoter Group have not committed to provide such forms of credit support

on an ongoing basis. In future, we may be unable to obtain future funding from lenders on favorable terms or at

all without such support, which may curtail our expansion plans and have an adverse effect on our business and

operations.

The Promoters' shareholding in our Company may be diluted and result in a change of control.

As of September 30, 2014, our Promoters and Promoter Group held 81,244,281 Equity Shares of our

Company constituting 59.51% of our total pre-Issue paid-up share capital. Out of the above, the Promoters and

Promoter Group have collectively pledged 38,768,693 Equity Shares constituting 28.40% of our pre-Issue paid-

up share capital as security for their personal loans. Any enforcement of the pledge created on the Equity Shares

held by the Promoters will dilute the shareholding of the Promoters and may affect the management and control

of our Company.

44

Our Company was unable to trace certain secretarial records and have relied on a search report of the RoC

records conducted by an independent practicing company secretary.

We were unable to trace secretarial records of RoC filings in respect of allotment of 100,000 Equity Shares in the

years 1982, 1983 and 1985. In the absence of complete records, we have disclosed the built up of our Share

Capital during this period on the basis of our audited financial statements of these relevant years, search report

and as corroborated with entries in the Register of Members maintained by us.

Our contingent liabilities could adversely affect our financial condition.

As of September 30, 2014, our consolidated contingent liabilities, which are not provided for and which could

adversely affect our financial condition, amounted to `4896.69 million, comprising the following:

• Guarantees given by banks of `3,425.1 million

• Claims against the Company not acknowledged as debts estimated at `136.99 million

• Disputed income tax demand of `43.82 million against which the Company has made advance payment

of `17.14 million.

• Disputed service tax demand of `1,290.78 million.

If any of these liabilities becomes due and payable, it could have an adverse impact on our financial condition.

Our Company has had negative cash flows from operations in a recent fiscal year

We had negative cash flow in the year ended March 31, 2012. For further details, please refer to

“Management’s Discussion on Financial Condition and Results of Operations”. There can be no assurance that

we will not experience negative cash flow from operations in future. Any decrease in cash flows could materially

and adversely affect our financial condition and operations by reducing the cash flow available to fund capital

expenditures, meet working capital requirements, pay dividends, pay outstanding indebtedness and service

interest and use funds for other general corporate purposes

This Placement Document contains certain financial data that have not been audited by our independent

accountants.

As a company whose shares are listed on the BSE and the NSE, we are required to prepare and make publicly

available abridged quarterly standalone income statement information. We announced this standalone income

statement for the six months ended September 30, 2014. This information has been reviewed by our independent

auditors, but has not been audited. In connection with this announcement, we also announced abridged

consolidated income statement information for the six months ended September 30, 2014. This abridged

consolidated income statement information has not been reviewed by our independent auditors and is based

solely on our Company’s internal management reports. As a result, the abridged consolidated income statement

information disclosed in the Placement Document for the six months ended September 30, 2014 may be different

if it were subjected to audit procedures. Therefore, you should not place undue reliance on this information.

We have has made capital investments in our Subsidiaries, and any failure in the performance, financial or

otherwise, of our Subsidiaries could have a material adverse effect on our reputation, business, prospects,

financial condition and results of operations.

We have made and continue to make capital investments in and other commitments to expand the business of

our Subsidiaries. As of September 30, 2014, our Company's total investment in subsidiaries was `1,321.86

45

million. These investments and commitments include capital contributions to enhance the financial condition or

liquidity position of these Subsidiaries. We may also make capital investments in the future, which may be

financed through additional debt, including through debt of our Subsidiaries. If the business and operations of

these Subsidiaries deteriorate, our investments may be required to be written down or written off. Additionally,

certain advances may not be repaid or may need to be restructured or we may be required to make further capital

outlays to support such companies.

The complexity of transfer pricing regulations across countries may result in substantial tax liabilities.

Each country’s transfer pricing regulations require that international transactions involving associated

enterprises be at an arm’s-length price. Transactions between our Company and our Subsidiaries in other

countries fall into this classification, at least for purposes of Indian tax laws and regulations. Accordingly, we

will determine the pricing among our associated enterprises on the basis of detailed functional and economic

analysis involving benchmarking against transactions with entities that are not under common control. If the

applicable income tax authorities, on review of our tax returns, determine that the transfer price we applied was

not appropriate, we may incur increased tax liability, including accrued interest and penalties. These penalties

could be substantial and have an adverse effect on our business. Moreover, tax authorities around the world are

being increasingly rigorous in their scrutiny of transactions and in the pursuit of tax recoveries which may lead to

an increased overall tax rate for us.

Our insurance coverage may not adequately protect us against certain operating hazards and this may have

an adverse effect on our business.

Travel and tourism services involve many risks that may adversely affect our operations, and the availability

of insurance is therefore fundamental to our operations. While we believe that our insurance coverage is

adequate for the travel and tourism business, there can be no assurance that any claim under the insurance

policies maintained by us will be honoured fully, in part or on time. We maintain insurance policies for our

material assets and business related risks. However, certain losses may arise due to assets being not economically

insurable. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our

insurance coverage or if insurance premiums significantly increase, our results of operations and cash flow could

be adversely affected. For details of our insurance cover, please refer to “Business — Insurance”.

Our Company is involved in a number of legal and regulatory proceedings that, if determined against the

Company, could have a material adverse impact on our Company.

Our Company and one of our associates are party to various legal proceedings. These legal proceedings are

pending at different levels of adjudication before various courts, tribunals, statutory and regulatory authorities,

and other judicial authorities, and if determined against us, could have an adverse impact on our business,

financial condition and results of operations. No assurance can be given as to whether these legal proceedings

will be decided in our favor or have an adverse outcome, nor can any assurance be given that no further liability

will arise out of these claims. Any adverse decision may have a significant impact on our business and

reputation, financial condition and results of operations.

There have been instances, in the past, wherein district courts in India have found us guilty of providing

deficient service and we have been made to pay damages for providing such deficient service. Damages awarded

by Indian Courts may vary and are unpredictable. If any of the current pending consumer disputes are resolved

against us and we are made liable to pay damages to the consumer, we may be required to restrict or modify our

operations. Since these proceedings allege deficiency in providing service, any adverse decision could affect our

reputation in the market.

Our joint venture with IRCTC has ceased operations and is the subject of legal proceedings.

Our Company received a notice from IRCTC in August 2011 for termination of the joint venture under the

name of "Royale Indian Rail Tours Limited" which was formed by the Company with IRCTC in December 2008

46

to operate a luxury train in India. The matter is currently pending before the Hon’ble Supreme Court of India for

adjudication. For further details please see the section titled "Outstanding Litigation". In case the dispute is not

adjudicated in favor of the Company it may lead to termination of the joint venture, loss of the investment made

the Company in the joint venture and loss of future earnings and profit. Our Company may also not be able to

recover the legal costs associated with the dispute.

Our business is subject to significant regulation and we may be adversely affected by changes to existing

regulation, the introduction new regulations and/or a failure to comply with any such regulation.

We are subject to significant regulation, which may limit our operational flexibility and/or involve material

cost. Non-compliance with the applicable regulations could lead to legal or regulatory sanctions, as well as

reputational damage. Our business, financial condition and results of operations could be adversely affected by

unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations

applicable to us and our businesses, could decrease demand for products and services, increase costs and/or

subject us to additional liabilities.

Our success depends on our trademarks and proprietary rights and any failure to protect our intellectual

property rights may adversely affect our competitive position.

Our Company’s business might be affected due to our inability to protect our existing and future intellectual

property rights. We own various intellectual property rights, in particular, trademarks, which are fundamental to

our brand, which gives us a competitive advantage. We use our intellectual property rights to promote and

protect the goodwill of our brand, enhance our competitiveness and otherwise support our business goals and

objectives.

As of the date of the Placement Document, several of our marks are pending registration and renewals under

various classes of the Trademarks Act, 1999. Further, opposition cases have been filed with the Trademark

Registry against registering our mark as a trademark. Any delay or refusal to register these trademarks could

adversely affect our business. We cannot guarantee that all the pending applications will be decided in the favour

of our Company. If any of our trademarks are not registered it can allow any person to use a deceptively similar

mark and market its product which could be similar to the products offered by us. Such infringement will hamper

our business as prospective clients may go to such user of mark and our revenues may decrease.

Our key brands are registered in our name in most of markets in which we operate. However, our inability to

register any existing or new intellectual property can allow any person to use a deceptively similar mark and

market its product which could be similar to the products offered by us. Such infringement will hamper our

business as prospective clients may go to such user of the trademark and our revenues may decrease. Our

Company's business might be affected due to our inability to protect our existing and future intellectual property

rights.

We currently require several regulatory approvals or licenses in the ordinary course of business and the

failure to obtain them in a timely manner or at all may adversely affect our operations.

We currently require several approvals, licenses, registrations and permissions for operating our business,

some of which are due to expire and for which we have either made or are in the process of making an

application for obtaining the approval or its renewal. If we fail to obtain some or all of these approvals or

licenses, or renewals thereof, in a timely manner or at all, our operations could be affected. Furthermore, the

success of our strategy to expand our existing business and operations or acquire new business is contingent

upon, inter alia, receipt of all required licenses, permits and authorizations, including local permits. In the future,

we will be required to renew such permits and approvals and obtain new permits and approvals for our proposed

operations. While we believe that we will be able to renew or obtain such permits and approvals as and when

required, there can be no assurance that the relevant authorities will issue any of such permits or approvals in the

time-frame anticipated by us or at all. Failure to renew, maintain or obtain the required permits or approvals may

47

result in the interruption of our operations or delay in or prevent our expansion plans and may have a material

adverse effect on our business, financial condition and results of operations.

We operate on leased and licensed premises, and if we are unable to renew the leases and licenses, our

operations may be adversely affected, or there may be a disruption in our business activities, which may result

in a loss of profitability.

All the offices through which we operate our business in India are taken by us on lease through lease and

license agreements with third parties. We may in the future enter into further such arrangements with third

parties. Any adverse impact on the title, ownership rights and/or development rights of our landlords from whose

premises we operate, or breaches of the contractual terms of such leave and license agreements, may impede our

operations. In the event such leases or licenses are not renewed, or there is any disruption in our business

activities due to deficiency of title, our operations and in turn profitability will be adversely impacted.

Certain material agreements relating to our operations do not have provisions for arbitration.

Certain material agreements relating to our operations, including our services arrangements with strategic

partners, do not have provisions for arbitration. Thus enforcement of these agreements can be done only in a

court of law. Any delay in the enforcement of these agreements may result in disruption of our business activities

and operations and in turn may adversely impact our profitability.

Our Promoters and our Promoter Group entities have equity interests in affiliated companies that offer

services that are related to our Business, which may create conflicts of interest.

Our promoters and our promoter group entities have equity interests in other companies that offer services that

are related to our business, such as Ezeego One Travels & Tour Limited (Ezeego), Forever Travel Distribution

Private Limited (Forever) and Far Pavilions Tours and Travels Private Limited (Far Pavilions). Ezeego and

Forever are in the business of online ticketing and selling travel products and Far Pavilions is in charter business.

There may be conflicts of interest in addressing business opportunities and strategies in circumstances where

our interests differ from other companies in which one or more of our promoters or our promoter group has an

interest. None of our promoters or our promoter group has undertaken to refrain from competing with our

business or obligated to direct any opportunities in the tour and travel industry to us. There could be possibilities

where new business opportunities which could be available to us may be directed to these affiliated companies

instead. Our promoters and our promoter group may also confine us from entering into certain businesses related

to our own, which may be important for our growth in the future, as they may already have interests in other

similar businesses.

We have in the past entered into related party transactions and may continue to do so in the future.

We have, in the course of our business entered into transactions with related parties that include entities

forming part of our Promoter Group. For details, please see “Related Party Transactions” in Schedule 13 of our

financial statements.

While we believe that all such transactions have been conducted on an arms-length basis and under normal

commercial terms, there can be no assurance that we could not have achieved more favorable terms had such

transactions not been entered into with related parties. Furthermore, it is likely that we will continue to enter into

related party transactions in the future. There can be no assurance that such transactions, individually or in the

aggregate, will not have an adverse effect on our financial condition and results of operations.

The Promoters, Promoter Group and key investors will hold a majority or significant equity stake of our

equity shares after the issue and can therefore determine the outcome of shareholder voting and influence our

operations.

48

As of September 30, 2014, our Promoters and Promoter Group held 8,12,44,281 Equity Shares of our

Company constituting 59.51% of the total pre-Issue paid-up share capital of our Company. After the completion

of this Issue, our Promoters and Promoter Group will collectively hold significant portion of the Company.

Furthermore, members of our Promoter Group may subscribe to a preferential issue of warrant to prevent their

shareholding from being significantly diluted as a result of this offering. Our Promoters and Promoter Group will

therefore will be able to exercise a significant degree of influence over us and will be able to control the outcome

of any proposal that can be passed with a majority shareholder vote. In addition, the Promoters have the ability to

block any resolution by our shareholders, including amendments of the Articles of Association, issuance of

additional shares of capital stock, commencement of any new line of business, and similar significant matters.

The Promoters will be able to control or influence most matters affecting us, including the appointment and

removal of officers, our business strategies and policies, dividend payouts, capital structure and financing, and

delay or prevent a change in control, impede a merger, consolidation, takeover or other business combination

involving us, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain

control of us even if such action were in the best interests of the shareholders as a whole. In addition, The

Rohatyn Group has made a significant investment in our subsidiary (i.e. Prometheon Holding (UK) Limited, the

holding company of Holidaybreak) that provides them with a degree of control over its operations.

The Promoters and key investors, such as The Rohatyn Group, may also continue to have the ability to cause

us to take actions that are not in, or may conflict with, our interests and or the interests of our minority

shareholders, and there can be no assurance that such actions will not have an adverse effect on our future

financial performance and the price of our equity shares.

We are subject to operating risks applicable to the travel and tourism industry.

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

and staff costs, insurance and taxes, increases in hotel room rates and air fares, transportation and fuel costs for

sustained periods in India and internationally. Our inability to manage costs could adversely impact our operating

margins. Increases in transportation and fuel costs for sustained periods in India and internationally (affecting

inbound travel from abroad) could also unfavorably impact future results. Similarly, we are dependent on our IT

information systems and electronic reservation system. Any disruption in these systems could result in the loss of

important data, increasing our expenses and generally harm our business.

The travel and tours industry is cyclical and sensitive to changes in the economy and this could have a

significant impact on our operations and financial results.

The travel and tours industry is cyclical and sensitive to changes in the economy in general. The sector may be

unfavorably affected by such factors as changes in the global and domestic economies, changes in local market

conditions. If the economic growth of India or other countries that we operate in slows down there may be a

gradual decline in the willingness for people to travel.

A global or domestic recession may severely impact the tour and travel industry and consequently our

business. Such adverse developments in the tour and travel industry in India or in the countries where our

subsidiaries are located or where we have our agents, branches and representative offices, will have a negative

impact on our profitability and financial condition.

Our business may be severely impacted by continued market volatility. Further and/or sustained deterioration

in the global economy could result in a significant decrease in demand for holidays and/or air travel as customers

may be inclined to adopt cost-saving measures.

Disruptions in the travel industry, such as those caused by terrorism, war, inclement weather, health

concerns, bankruptcies and/or general economic downturns, could adversely affect our business, financial


49

Our business, financial condition and results of operations are affected by the health of the worldwide travel

industry. Accordingly, downturns or weaknesses in the travel industry could adversely affect our business.

Travel expenditures are sensitive to business and personal discretionary spending levels and tend to decline

during general economic downturns. Events or weakness in the travel industry that could negatively affect our

business include price escalation in the airline industry or other travel-related industries, airline or other travel-

related strikes, airline bankruptcies, liquidations or consolidations and fuel price escalation. Additionally, our

business is sensitive to safety concerns, and thus our business may decline after incidents of terrorism, during

periods of political instability or geopolitical conflict in which travelers become concerned about safety issues, as

a result of inclement weather such as hurricanes or when travel might involve health-related risks, such as avian

flu. Such concerns could result in a protracted decrease in demand for our travel services.

The occurrence of swine flu, SARS disease, bird flu epidemic and mad cow disease saw a drop in the number

of tourist arrivals in the affected countries. The suspension of flights as a precautionary measure also impacts the

numbers of tourists coming into the country. We have experienced cancellations of the tour bookings in light of

such epidemics. Though we have in the past managed to control the losses by directing the tours to other

countries, we may in the future not be able to control the losses due to cancellations on account of such

epidemics. Also we may have to adopt low- price promotion policies, which may affect our profitability.

Moreover, the travel and tourism industry has been affected by the closure of much of Northern Europe’s

airspace in April 2010 caused by volcanic dust in the atmosphere. Any similar prolonged closure of European

airspace could have a material adverse impact on our operations, resulting increased costs, consisting largely of

stranded passengers’ accommodation and repatriation, as well as the impact of holiday cancellations.

Airlines and package holiday providers are also exposed to the risk of losses from political instability,

accidents, terrorist attacks, acts of sabotage and natural catastrophes, climate change, outbreaks of diseases,

epidemics, social unrest, civil war, international conflicts and failing governments, which could be of a

magnitude that would threaten their economic viability. We operate in 23 markets, where our operations will be

at risk of both domestic and international geopolitical events impacting business performance as such events

could directly affect customers’ propensity to travel. This may lead to a reduction in consumer spending on

holidays and leisure travel products, which could adversely impact on our financial performance. In addition, the

disruption of the existing travel plans of a significant number of travelers upon the occurrence of certain events,

such as terrorist activity or war, could result in the incurrence of significant additional costs if we provide relief

to affected travelers by not charging cancellation fees or by refunding the price of airline tickets, hotel

reservations and other travel products and services.

This decrease in demand, depending on its scope and duration, together with any future issues affecting travel

safety, could significantly and adversely affect our business, results of operations and financial condition over

the short and long-term.

Regional conflicts in the Indian sub-continent could adversely affect the Indian economy and cause our

business to suffer.

The Indian sub-continent has from time to time experienced instances of civil unrest and hostilities among

neighbouring countries. Events of this nature in the future, as well as social and civil unrest within other

countries, could influence the Indian economy and could have a material adverse effect on the inbound and

outbound tourism and on our business.

Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could

adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may cause a drop in the number of arrivals into the country.

Countries have been known to regulate the number of arrivals after such attacks. After the September 11, 2001

attacks, the US government has passed stringent regulations governing the inflow of arrivals in the United States.

50

Such attacks affect the tour and travel industry directly including people becoming averse to travelling to

locations where such terrorist attacks are prevalent. A material portion of our revenues are generated from

ground handling. If the number of tourist arrivals were to decrease as a result of terrorist attacks in India, it will

negatively impact our revenues. Terrorist attacks and civil unrest may also have an adverse effect on Indian stock

markets on which our equity shares will be traded. These acts may also result in a loss of business confidence,

make travel and other services more difficult and may ultimately adversely affect our business.

India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as

other adverse social, economic and political events in India could have a negative impact on us. Such incidents

could also create a greater perception that investment in Indian companies involves a higher degree of risk and

could have an adverse impact on our business and the price of our equity shares.

Any downgrading of India’s sovereign rating by an international rating agency could have a negative impact

on our business.

Any adverse revisions to India’s sovereign credit ratings for domestic and international debt by international

rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other

commercial terms at which such additional financing is available. This could have a material adverse effect on

our business and financial performance, our ability to obtain financing for capital expenditures and the price of

our Equity Shares.

We may be exposed to risks associated with the limitation of greenhouse gas emissions and related trading

schemes for allowances.

Under the United Nations Framework Convention on Climate Change, 1992 and the Kyoto Protocol, 1998,

certain contracting states entered into obligations to control and reduce emission of greenhouse gases. To comply

with its obligations under public international law, the European Union introduced a scheme in 2003 (the "2003

Scheme") for greenhouse gas emission allowance trading for the cost-effective reduction of such emissions. The

2003 Scheme enables the European Union and its member states to meet the commitments to reduce greenhouse

gas emissions made in the context of the Kyoto Protocol, 1998. The aviation industry has been included in the

2003 Scheme from January 1, 2012. Consequently companies operating aircraft routes within, to or from the

European Union are required to curb their carbon dioxide emissions and account for those emissions by

surrendering allowances. This move has triggered opposition from various airline operators and many countries,

including India.

The long-term effects of this trading scheme for us are not foreseeable with any degree of certainty but it may

lead to a decrease in demand for air travel and/or reduce our profit margin on airline tickets. Moreover, further

regulations on greenhouse gas emissions might be enacted in one or more of our markets. All of these factors

may limit operational flexibility, increase costs and therefore may have a material adverse effect on our financial

position.

Investors may have difficulty enforcing judgements against us or our management

We are a limited liability company incorporated under the laws of India. Most of our Directors and executive

officers are residents of India. As a result, it may not be possible for investors to effect service of process upon us

or such persons in jurisdictions outside India or to enforce judgements obtained against us or such persons

outside India. For more information please see the section titled "Enforcement of Civil Liabilities".

Indian dividend taxes or surcharges could negatively affect our tax liability.

Under current Indian laws, no tax is payable by the recipients of dividends on shares of an Indian company.

However, if we declare/distribute a dividend, we are required to pay a dividend distribution tax at a rate of

16.2225% (including a surcharge of 5% and education cess and higher education cess of 3% on tax and

surcharge) on the dividend so declared or distributed. The Finance Act (No 2), 2014 has with effect from October

51

1, 2014 amended the provisions of Section 115-O of the Income Tax Act to provide that tax on dividends to be

distributed by domestic companies is to be computed on the grossed up amount of dividend by the rate of tax on

such dividend, instead of the net amount paid. The Government may in the future increase the surcharges and

dividend distribution taxes it imposes. Any future increase in dividend distribution taxes or surcharges could

adversely affect our tax liability.

Significant differences exist between Indian GAAP and other accounting principles with which investors may

be more familiar.

Our financial statements are prepared in conformity with Indian GAAP, consistently applied during the

periods stated and no attempt has been made to reconcile any of the information given in this Placement

Document to any other principles or to base it on any other standards. Indian GAAP and Indian auditing

standards may differ from accounting principles and auditing standards with which prospective investors may be

familiar in other countries. Significant differences exist between Indian GAAP and IFRS which may be material

to the financial information contained in this Placement Document. We have made no attempt to quantify the

effect of any of these differences and Indian GAAP does not require such quantification. In making an

investment decision, investors must rely upon their own examination of us, the terms of the Issue and the

financial information contained in this Placement Document.

Risks associated with investing in an Indian company

Public companies in India, including our Company, may be required to prepare financial statements under

new Indian Accounting Standards and any failure by if Company to adopt the new Accounting Standards in

the preparation of our financial statements may have a material adverse effect on our results of operations or

financial condition.

The Ministry of Corporate Affairs has notified the Indian Accounting Standards (Ind AS) which are a set of

new accounting standards which converge with the IFRS. The implementation of Ind AS will be done in a

phased manner and the roadmap for implementation will be notified by the Ministry of Corporate Affairs,

Government of India. Public companies in India, including our Company, may be required to prepare annual and

interim financial statements under Ind AS. It is unclear at present to what extent Ind AS will impact the financial

statements of the Indian companies and when Indian companies will be required to prepare their financial

statements on such basis.

If we are required to make a transition from the current accounting practices to new accounting standards,

such as Ind AS, we may encounter difficulties in the on-going process of implementing and enhancing our

management information systems. There can be no assurance that our adoption of any new accounting standards

will not adversely affect our business, profitability, financial conditions and the results of our operations.

Central and State Governments in India have introduced various schemes and initiatives to boost tourism.

Any withdrawal or adverse changes to such schemes and initiatives may adversely affect our business.

The Central and State Governments in India are actively promoting India as a tourist destination through their

campaign called "Incredible India". This has provided a major boost to the Indian tourism sector. Any decision

by the Government to withdraw these promotional activities and campaigns can have an adverse impact on the

growth of the sector.

Our business and activities will be regulated by the Competition Act, 2002.

The Parliament has enacted the Competition Act, 2002 (the "Competition Act") for the purpose of preventing

practices that have or are likely to have an adverse effect on competition in India. Under the Competition Act,

any arrangement, understanding or action whether formal or informal which causes or is likely to cause an

appreciable adverse effect on competition is void and attracts substantial penalties. Any agreement, which,

among other things, directly or indirectly determines purchase or sale prices, limits or controls production,

52

supply or distribution of goods and services, shares the market or source of production by way of geographical

area or number of customers in the market or where parties indulge in bid rigging is presumed to have an

appreciable adverse effect on competition. The Competition Act also regulates combinations (i.e. acquisitions,

acquiring of control, mergers or amalgamations). Provisions of the Competition Act relating to acquisitions,

mergers or amalgamations of enterprises that meet certain asset or turnover thresholds and regulations issued by

the Competition Commission of India with respect to notification requirements for such combinations became

effective in June 2011. Further acquisitions, mergers or amalgamations by us in India may require the prior

approval of the Competition Commission of India, which may not be obtained in a timely manner or at all.

The Competition Commission of India has been already acted to restrain the abuse of dominant position in a

few industries. However it is as yet unclear at present as to how the Competition Act will affect the travel and

tourism industry in India. If we are affected, directly or indirectly, by any provision of the Competition Act, or its

application or interpretation, including any enforcement proceedings initiated by the Competition Commission of

India and any adverse publicity that may be generated due to scrutiny or prosecution by the Competition

Commission of India, it may have a material adverse effect on our business, profitability, financial conditions

and the results of our operations.

The ability of Indian companies to invest in companies located outside India depends on the approval of the

RBI.

Foreign exchange laws in India presently permit Indian companies to acquire or invest in foreign companies

without any prior governmental approval up to an aggregate amount not exceeding 400% of the net worth of the

Indian company as of the date of its most recent audited balance sheet. Acquisitions in excess of the 400% net

worth threshold require prior RBI approval. The requirement to obtain approvals for acquisitions of companies

located outside India in the future from the RBI may restrict our international growth, which could adversely

affect our business, profitability, financial conditions and the results of our operations.

Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to

attract foreign investors, which may adversely impact the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfer of shares between non-residents

and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and

reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such pricing

guidelines or reporting requirements or fall under any of the exceptions referred to above, then the prior approval

of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of

shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/

tax clearance certificate from the income tax authority. There can be no assurance that any approval required

from the RBI or any other government agency can be obtained on any particular terms or at all.

The ability of Indian companies to raise foreign capital may be constrained by Indian law.

Our Company is subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory

restrictions limit our financing sources for our Company’s projects under development and hence could constrain

our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, our

Company cannot assure you that the required approvals will be granted to our Company without any conditions,

or at all. Any limitations on our Company’s ability to raise foreign debt may have an adverse impact on our

business, profitability, financial conditions and the results of our operations.

Risks associated with the Equity Shares

There may not be an active or liquid market for the Equity Shares, which may cause the price of the Equity

Shares to fall and may limit investors’ ability to sell the Equity Shares.

53

The price at which the Equity Shares will trade after this Issue will be determined by the stock market and

may be influenced by many factors, including:

our Company’s financial results and the financial results of the companies in the businesses its operates in;

the history of, and the prospects for, our Company’s business and the sectors and industries in which it

competes;

the valuation of publicly traded companies that are engaged in business activities similar to our Company’s;

and

significant developments in India’s economic liberalisation and deregulation policies.

In addition, the Indian stock market has from time to time experienced significant price and volume

fluctuations that have affected the market prices for the securities of Indian companies. As a result, investors in

the Securities may experience a decrease in the value of the Securities regardless of the Company’s operating

performance or prospects.

Future issues or sales of Equity Shares by our Company may significantly affect the trading price of the

Equity Shares.

A future issue of Equity Shares by our Company or a sale by any of its significant shareholders, or the

perception that such issues or sales may occur, may significantly affect the trading price of the Equity Shares of

our Company. Investors in the Securities will experience dilution upon the issue and allotment of additional

Equity Shares. Other than (i) the agreements which our Company’s shareholders will execute restricting their

ability to offer, pledge, sell, contract to sell, purchase any option or contract to sell, grant or sell any option, right,

contract or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of any Equity Shares

for a certain period of time as a result of this Issue, or (ii) any regulatory consent that may be required under

applicable law, there are no restrictions on our Company’s ability to issue further Equity Shares, including any

securities to the Promoters, and there can be no assurance that our Company will not issue further Equity Shares

in the future. The issue or sale of a large number of our Company’s Equity Shares by it or any of its significant

shareholders, or the perception that such issues or sales may occur, could adversely affect the market price of the

Securities.

The Securities are subject to transfer restrictions.

The Securities are being offered under transactions not required to be registered under the Securities Act.

Therefore, the Securities may be transferred or resold only in a transaction registered under or exempted from the

registration requirements of the Securities Act and in compliance with all other applicable securities laws in the

jurisdictions where the Securities are being sold.

Pursuant to the SEBI Regulations, for a period of 12 months from the date of the issue of the Securities, QIBs

purchasing the Securities may only sell them on the Stock Exchanges and may not enter into any off-market

trading in respect of these Securities. This may affect the liquidity of the Securities purchased by investors and it

is uncertain whether these restrictions will adversely impact the market price of the Securities purchased by

Investors.

Investors may be subject to Indian taxes arising out of capital gains.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian

company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange

held for more than 12 months will not be subject to capital gains tax in India if securities transaction tax (STT)

has been paid on the transaction. STT will be levied on and collected by the Stock Exchanges on which the

Equity Shares are sold. Any gain realised on the sale of Equity Shares in an Indian company held for more than

12 months which are sold other than on a recognised stock exchange and on which no STT has been paid, will be

subject to long term capital gains tax in India. Any gain realised on the sale of listed equity shares held for a

period of twelve (12) months or less will be subject to short term capital gains tax in India. Further, Indian tax on

54

capital gains may be relieved under certain tax treaties. For further information, please refer to the section titled

"Taxation".

There is no guarantee that the Securities proposed to be issued will be listed on the BSE and the NSE in a

timely manner or at all.

In accordance with Indian law and practice, final approval for the listing of the Securities in the Issue will not

be granted until after the Securities have been issued and allotted. Approval will require all other relevant

documents authorising the issuing of Securities to be submitted to the Stock Exchanges. There could be a failure

or a delay in listing the Securities on the BSE and the NSE. Any failure or delay in obtaining the approval would

restrict investors’ ability to trade in Securities on the Stock Exchanges.

Any trading closures at the Stock Exchanges may adversely affect the trading price of the Securities.

The regulation and monitoring of Indian securities markets and the activities of investors, brokers and other

participants differ, in some cases significantly, from those in certain other securities markets. The Stock

Exchanges have in the past experienced problems, including temporary exchange closures, broker defaults,

settlements delays and strikes by brokerage firm employees, which, if continuing or recurring, could affect the

market price and liquidity of the securities of Indian companies, including the Securities, in both domestic and

international markets. A closure of, or trading stoppage on, any of the Stock Exchanges could adversely affect

the trading price of the Securities.

Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.

Our Company’s corporate affairs are governed by its constitutional documents, regulation by its Board of

Directors and provisions of Indian law govern our Company’s corporate affairs. Legal principles relating to these

matters and the validity of corporate procedures, Directors’ fiduciary duties and liabilities and shareholders’

rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under

Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions.

Investors may have more difficulty in asserting their rights as a shareholder than as a shareholder of a

corporation in another jurisdiction.

There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a

shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.

We are subject to a daily circuit breaker imposed by all stock exchanges in India which does not allow

transactions beyond certain volatility in the price of the Equity Shares. This circuit breaker operates

independently of the index-based market-wide circuit breakers generally imposed by the SEBI on Indian stock

exchanges. The percentage limit on our circuit breaker is set by the stock exchanges based on the historical

volatility in the price and trading volume of the Equity Shares.

The stock exchanges do not inform us of the percentage limit of the circuit breaker from time to time, and may

change it without our knowledge. This circuit breaker effectively limits the upward and downward movements in

the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability

of shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity

Shares.

There may be less information available about companies listed on Indian securities markets as compared to

the information available about companies listed on securities markets in other countries.

There is a difference between the level of regulation, disclosure and monitoring of the Indian securities

markets and the activities of investors, brokers and other participants and that of markets in the United States and

55

other more developed economies. For example, we are not required to and do not publish consolidated financial

information other than on an annual basis at the end of each fiscal year. The SEBI is responsible for ensuring and

improving disclosure and other regulatory standards for the Indian securities markets. Under the terms of the

listing agreement which every listed company enters into with the relevant stock exchange, certain information

needs to be disclosed to the stock exchange which is then made available to the general public. Though, the SEBI

has issued regulations and guidelines on disclosure requirements, insider trading and other matters, there may be

less publicly available information about Indian public companies, including us, than is regularly disclosed by

public companies in other countries with more mature securities markets. As a result you may have access to less

information about our business, results of operations and financial conditions, and those of our competitors that

are listed on the Indian Stock Exchanges and other stock exchanges in India, on an on-going basis than you may

have in the case of companies subject to reporting requirements of other countries.

56

USE OF PROCEEDS

The net proceeds from the issue and sale of up to 32,787,000 Equity Shares by our Company as described in this

Placement Document are estimated to be up to approximately ` 9,809.58 million (Net Proceeds).

Subject to compliance with applicable laws and regulations, we intend to use the Net Proceeds for pre-payment /

repayment of debt general corporate purposes and for or such other purpose as the Board may decide.

In accordance with the policies approved by the Board and as permissible under applicable laws and government

policies, our management will have flexibility in deploying the Net Proceeds. Pending utilization for the

purposes described above, we intend to temporarily invest funds in creditworthy instruments, including money

market Mutual Funds and deposits with banks and any corporate deposits. Such investments would be in

accordance with the investment policies as approved by the Board from time to time and all applicable laws and

regulations.

57

CAPITALISATION AND INDEBTEDNESS

The following table shows, as of March 31, 2014:

our Company's actual capitalisation and indebtedness on a consolidated basis; and

our Company's capitalisation on a consolidated basis as adjusted for the Issue.

As of March 31, 2014 (in ` million)

Actual As adjusted for the Issue (1)

Shareholder's funds

Share Capital 682.6 846.6

Securities Premium 7,382.4 17,028.0 (2)

Minority interest 8,205.4 8,205.4

Reserve and Surplus (excluding Securities Premium) 9,484.1 9,484.1

Total Shareholder's funds 25,754.5 35,564.1

Loan funds

Secured loans 53,659.3 53,659.3

Unsecured loans 2,176.6 2,176.6

Total debt 55,835.9 55,835.9

Total Capitalisation 81,590.4 91,400.0

(1)

As adjusted for the number of Equity Shares issued. (2)

The Securities Premium is net of the estimated Issue expenses of ₹ 190.46 million

This table should be read in conjunction with our financial statements and the related notes, "Management

Discussion and Analysis of Financial Conditions and Results of Operations" and other financial information

contained in "Financial Information" in this Placement Document.

58

CAPITAL STRUCTURE

i) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate

nominal value):

Particulars ` in million

Authorised Capital

(220,000,000 Equity Shares of `5 each)

1,100.0

Issued Capital before the Issue


682.6

Subscribed and Paid Up Capital before the Issue


682.6

Present Issue in terms of this Placement Document

( 32,787,000 Equity Shares of ` 5 each)

163.9

Subscribed and Paid-Up Capital after the Issue

(169,314,890 Equity Shares of ` 5 each)

846.6

Securities Premium Account

Before the Issue

After the Issue(1)

7,382.4

17028.0

(1) The Securities Premium is net of the estimated Issue expenses of ₹ 190.46 million

ii) The history of the Equity Share capital of our Company is provided in the following table:

S.

No

.

Date of Allotment

of fully Paid-up

Shares

Number

of

Equity

Shares

Allotted

Face

Value

(`)

Issue

Price

(`)

Nature

of Allot-

ment

Nature of

Conside-

ration

Cumulative

Number of

Shares Allotted

Cumulative

Paid Up Share

Capital (`)

1 June 9, 1939 1,000 10 10 Fresh Cash 1,000 10,000

2 July 27, 1939 500 10 10 Fresh Cash 1,500 15,000

3 October 27, 1980 98,500 10 10 Fresh Cash and

consideration

other than

cash

100,000 1,000,000

59

4 December 28, 1982 5,000 10 10 Fresh Cash 105,000 1,050,000

5 May 31, 1983 5,000 10 10 Fresh Cash 110,000 1,100,000

6 July 1, 1983 15,000 10 10 Fresh Cash 125,000 1,250,000

7 August 10, 1983 5,000 10 10 Fresh Cash 130,000 1,300,000

8 November 26, 1983 20,000 10 10 Fresh Cash 150,000 1,500,000

9 May 2, 1985 50,000 10 10 Fresh Cash 200,000 2,000,000

10 March 31, 1990 200,000 10 10 Right

Issuei

Cash 400,000 4,000,000

11 August 1, 1996 194,750 10 50 Right

Issueii

Cash 594,750 5,947,500

12 March 31, 1997 5,250 10 50 Right

Issueii

Cash 600,000 6,000,000

13 November 5, 1998 200,000 10 60 Right

Issueiii

Cash 800,000 8,000,000

14 September 19, 2000 40,000 10 10 Fresh

Issue

Cash 840,000 8,400,000

15 June 20, 2003 60,000 10 200 Fresh

Issue

Consideratio

n other than

cash

900,000 9,000,000

16 June 2, 2005 4,540,00

0

10 50 Right

Issueiv

Cash 5,440,000 54,400,000

17 September 1, 2007 1,041,31

5

10 394 Fresh

Issue

Consideratio

n other than

cash

6,481,315 64,813,150

18 October 15, 2007 19,443,9

45

10 Nil Bonus

Issue #

Nil 25,925,260 259,252,600

19 October 15, 2007 2,000,00

0

10 10 Fresh

Issue

Cash 27,925,260 279,252,600

20 July 23, 2009 19,547,6

82

10 10 Right

Issuev

Cash 47,472,942 474,729,420

21. December 3,

2009

15,450,0

00

10 530 Initial

Public

Offering

Cash 62,922,942 629,229,420

22 August 16,

2010

53,41,00

3

10 569.1

7

Global

Deposito

ry

Receipt

Cash 68,263,945 682,639,450

60

23 June 7, 2011 - - - Stock

Split##

- 136,527,890 682,639,450

Notes:

# The Company, on October 15, 2007, issued bonus shares to its eligible members as per the Companies Act,

1956, in the ratio of Three Equity Share for every One Equity Shares held by members and such new shares were

fully paid and ranked pari passu with the existing equity shares. A total of 19,443,945 Equity Shares were issued.

## The shareholders of the Company by a resolution of June 7, 2011 through postal ballot approved the sub-

division of the nominal value of the equity share capital from `10 each paid per equity shares into two equity

shares of `5 each paid up.

i. The Company, on March 31, 1990, issued shares for cash at par on right basis to its eligible members as per

the Companies Act,1956, in the ratio of One Equity Share for every One Equity Shares held by members and

such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 200,000 Equity

Shares were issued.

ii. The Company, on August 1, 1996, issued shares for cash at par on right basis to its eligible members as per

the Companies Act,1956, in the ratio of One Equity Share for every Two Equity Shares held by members and

such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 200,000 Equity

Shares were issued.

iii. The Company, on November 5, 1998, issued shares for cash at par on right basis to its eligible members as

per the Companies Act,1956, in the ratio of One Equity Share for every Three Equity Shares held by members

and such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 200,000

Equity Shares were issued.

iv. The Company, on June 2, 2005, issued shares for cash at par on right basis to its eligible members as per the

Companies Act,1956, in the ratio of Six Equity Share for every One Equity Shares held by members and such

new shares were fully paid and ranked pari passu with the existing equity shares. A total of 4,540,000 Equity

Shares were issued.

v. The Company, on July 23, 2009, issued shares for cash at par on right basis to its eligible members as per the

Companies Act, 1956, in the ratio of Seven Equity Share for every Ten Equity Shares held by members and such

new shares were fully paid and ranked pari passu with the existing equity shares. A total of 19,547,682 Equity

Shares were issued.

Preferential issue

The Board has pursuant to its resolution dated November 20, 2014, subject to the approval of the shareholders of

our Company, approved issuance of up to 72,50,000 warrants convertible into 72,50,000 Equity Shares to

Standford Trading Private Limited, a promoter group entity of our Company, at a price to be determined in

accordance with Chapter VII of the SEBI Regulations. The price of such warrants shall not be less than the Issue

Price.

61

MARKET PRICE INFORMATION

The Equity Shares are listed on the BSE and NSE. The closing price of the Equity Shares on the BSE as of

November 24, 2014 was ` 307.60 and on the NSE as of November 24, 2014 was ` 307.55.

The tables set forth below provide certain stock market data for the BSE and the NSE and is for the periods that

indicate the high and low closing prices of the Equity Shares and also the volume of trading activity.

1. The high, low and average market prices of the Equity Shares during the preceding three calendar year

periods:

BSE

Period High

(`)

Date of

High

No. of

Equity

Shares

Traded

on Date

of High

Total

Volume

of Equity

Shares

Traded

on Date

of High

(` in

million)

Low

(`)

Date

of

Low

No. of

Equity

Shares

Traded

on Date

of Low

Total

Volume

of Equity

Shares

Traded

on Date

of Low

(` in

million)

Average

Price for

the

Period*

(`)

Equity Shares Traded

in the Periods

Volume Value (`

in

million)

2011# 277 04-Jan-

11

25,266 6.93 152.65 30-

Dec-

11

18,647 2.91 204.65 262,77,151 5,533.80

2012 207.10 13-Jan-

12

7,18,675 143.34 119.00 15-

Jun-

12

2,06,193 25.51 148.07 292,24,641 4,537.95

2013 147.05 12-Mar-

13

2,54,138 35.95 84.50 30-

Aug-

13

77,071 6.96 113.29 217,80,860 2,499.11

____ (Source: www.bseindia.com)

Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher

volume of trading has been considered for the purposes of this section. * Average of the daily closing prices. # The prices of the shares have been adjusted for a 1:2 split done during the year.

NSE

Period High

(`)

Date

of

High

No. of

Equity

Shares

Traded

on Date

of High

Total

Volume

of

Equity

Shares

Traded

on Date

of High

(` in

million)

Low

(`)

Date of

Low

No. of

Equity

Shares

Traded

on Date

of Low

Total

Volume

of

Equity

Shares

Traded

on Date

of Low

(` in

million)

Average

Price

for the

Period *(`)

Equity Shares traded in

the Periods

Volume Value (`

in

million)

2011# 277.5 05-

Jan-11

43,364 11.85 152.60 29-

Dec-11

63,527 9.89 204.55 769,71,705 16,117.96

2012 207.30 13-

Jan-12

15,83,846 315.03 119.05 14-Jun-

12

3,90,565 47.58 148.03 866,98,022 13,397.91

2013 146.40 12-

Mar-

13

4,60,317 64.87 84.65 29-Oct-

13

3,59,810 31.46 113.26 692,69,991 7,832.40

____

(Source: www.nseindia.com)

http://www.bseindia.com/

62

Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher

volume of trading has been considered for the purposes of this section. * Average of the daily closing prices # The prices of the shares have been adjusted for a 1:2 split done during the year.

2. Monthly high and low prices of the Equity Shares for the six months preceding the date of filing of the

Placement Document:

BSE

Months High (`) Date of

High

No. of

Equity

Shares

Traded

on Date of

High

Total

Volume of

Equity

Shares

Traded on

Date of

High (` in

million)

Low (`) Date of

Low

No. of

Equity

Shares

Traded on

Date of

Low

Total

Volume of

Equity

Shares

Traded on

Date of

Low (` in

million)

Average

Price

for the

Month*

(`)

Equity Shares traded

in the Month

Volume Value (`

in

million)

May-14 184.35

30-

May-

14

1,84,640

32.23 145.25

07-

May-

14

32,017

4.71 160.96

29,89,773

496.66

Jun-14 222.65

12-

Jun-

14

2,63,628

57.36 159.25

02-

Jun-

14

12,29,149

223.94 203.73

41,94,176

827.40

Jul-14 278.35

31-

Jul-14

86,957

23.60 213.15

01-

Jul-

14

3,82,074

83.04 251.73

44,00,736

1,105.99

Aug-14 310.05

28-

Aug-

14

1,50,304

45.70 254.35

13-

Aug-

14

49,693

13.08 278.36

28,29,842

805.76

Sep-14 366.30

16-

Sep-

14

8,09,352

275.70 263.30

25-

Sep-

14

99,192

27.42 306.00

28,92,422

921.84

Oct-14 331.00

9-

Oct-

14 191,089 62.11 277.05

30-

Oct-

14 189,104 53.16 294.92 1,883,416 563.13

_____

(Source: www.bseindia.com)

Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section.

* Average of the daily closing prices.

NSE


High

No. of

Equity

Shares

Traded on

Date of

High

Total

Volume

of Equity

Shares

Traded

on Date

of High

(` in

million)

Low (`) Date of

Low

No. of

Equity

Shares

Traded on

Date of

Low

Total

Volume

of Equity

Shares

Traded

on Date

of Low (`

in

million)

Average

Price

for the

Month*

(`)


the Month

Volume Value (`

in

million)

May-14 184.30

30-

May-14

8,32,632

145.01 145.00

07-May-

14

2,40,954

35.31 161.01

122,82,176

2,044.71

Jun-14 222.60

12-Jun-

14

9,30,577

202.85 158.15

02-Jun-

14

38,32,344

700.89 203.50

152,14,479

3,012.13

Jul-14 278.40

31-Jul-

14

6,13,368

166.17 213.40

01-Jul-

14

10,60,707

231.43 251.75

174,90,824

4,382.89

Aug-14 309.80

28-Aug-

14

7,94,562

241.23 254.25

08-Aug-

14

4,45,555

114.85 278.61

125,29,305

3,579.81

http://www.bseindia.com/

63


High

No. of

Equity

Shares

Traded on

Date of

High

Total

Volume

of Equity

Shares

Traded

on Date

of High

(` in

million)

Low (`) Date of

Low

No. of

Equity

Shares

Traded on

Date of

Low

Total

Volume

of Equity

Shares

Traded

on Date

of Low (`

in

million)

Average

Price

for the

Month*

(`)


the Month

Volume Value (`

in

million)

Sep-14 367.95

16-Sep-

14

40,11,158

1,365.29 262.80

25-Sep-

14

7,96,784

220.55 306.19

160,98,362

5,093.67

Oct-14 331.40

9-Oct-

14 993,968 323.28 276.10

30-Oct-

14 607,095 169.58 294.58 8,783,741 2,637.75

____ (Source: www.nseindia.com) Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher

volume of trading has been considered for the purposes of this section.

* Average of the daily closing prices.

3. Market Price on the first working day following the Board meeting approving the Issue, i.e., on October

10, 2014:

BSE

Date

Open High Low Close Traded Volume (No.

of Equity Shares)

Total Value of Equity

Shares traded

(` in million)

October 10, 2014 319.00 319.00 301.80 303.00 78,422 24.27

_____ (Source: www.bseindia.com)

NSE

Date

Open High Low Close Traded Volume (No.

of Equity Shares)

Total Value of Equity

Shares traded

(` in million)

October 10, 2014 318.70 318.70 301.25 302.20 4,58,935 141.54

____ (Source: www.nseindia.com)

http://www.nseindia.com/

http://www.nseindia.com/

64

DIVIDEND POLICY

The declaration and payment of dividends on the Equity Shares will be recommended by our Board of Directors

and approved by our shareholders, at their discretion and will depend on a number of factors, including but not

limited to our profits, capital expenditure, capital requirements and overall financial conditions. The amounts

paid as dividends in the past are not necessarily indicative of our dividend policy or dividend amounts, if any, in

the future. The dividend and dividend tax paid by our Company during the last three fiscal years is presented

below:

Fiscal

Year

Number of Equity

Shares

Rate of dividend Dividend per share

2014 136,527,890 20% (` 1/- per equity share of ` 5/- each)



65

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion is intended to assist you in understanding our financial position at March 31, 2014

September 30, 2014, and our results of operations for the years ended March 31, 2012, 2013 and 2014 and for

the six months ended September 30, 2014. You should read the following discussion of our financial condition

and results of operations together with our audited consolidated financial statements as of and for the years

ended March 31, 2012, 2013 and 2014, including the notes thereto and reports thereon, included elsewhere in

this Placement Document. You should also read the sections entitled “Risk Factors” and “Forward Looking

Statements” included in this Offering Circular which discuss a number of other factors and contingencies that

could affect our financial condition and results of operations.

Overview


























respectively.

Factors Affecting Our Results of Operations

Our financial condition and results are affected by numerous factors including the following:

Ability to grow our product portfolio and add new destinations

Our results of operations are significantly dependent on our ability to grow our product portfolio and add new

destinations to our leisure packages. We have entered into strategic partnerships with various travel partners to

achieve this in the past. We also have partnered with various tourism boards, such as those of the United

Kingdom, New Zealand, Switzerland and Singapore to market these destinations to Indian travelers. These

strategic partnerships have expanded our product offerings and added new destinations to our portfolio, all of

66

which positively impacted our results of operations even during the recent global economic slowdown. Our

ability to continue growing our product and destination portfolio in the future is a significant factor affecting our

results of operations.

Negotiation of favorable rates with travel suppliers through consolidated buying efforts

An important component of our business success depends on our ability to maintain and expand relationships

with travel suppliers and GDS partners. In 2008, we commenced our consolidated buying efforts for our global

operations. We believe that this initiative has enhanced our bargaining power with our vendors, thereby

generating significant cost savings by making bulk bookings for air travel, hotel accommodations, car rentals and

ground handling services. Our ability to negotiate favorable rates with travel suppliers and GDS partners in the

future will affect our profitability as well as our ability to grow our market share by offering cost competitive

travel and tours products.

Our ability to grow and sustain our educational travel business

In recent years, our educational travel business has become a significant contributor to our results of operations.

We provide tour packages to students of primary and secondary schools in the U.K. through market leading

brands PGL and NST, respectively. Students who buy packages from our PGL brand participate in residential

outdoor trips to activity centres owned by PGL, located in France, Spain and the U.K. We also own Meininger

Holding GmbH which operates budget hotels for student tour groups and young urban travellers under the brand

Meininger, spread across Austria, Germany, Netherlands, Belgium and the U.K. Our brands EST and Travelplus

cater to students seeking higher education in the United Kingdom and German students seeking gap-year

placements, respectively. The growth of our future results of operations is therefore dependent on our ability to

increase the number of students participating in our educational tour packages and programs in Europe. We also

intend to grow this business in Australia and India, and our future results of operations will depend on our ability

to successfully replicate this business in new markets. If we are able to do so, we will improve our results of

operations whereas our failure to effectively grow our educational travel business will materially adversely affect

our results of operations and prospects.

Maintaining and enhancing awareness of our brands

We believe continued investment in our brand is critical to retaining and expanding our traveler, supplier and

advertiser bases. We have spent and expect to continue having to spend more to maintain our brand’s value due

to a variety of factors. These include increased spending from our competitors, the increasing costs of supporting

multiple brands, expansion into geographies and products where our brands are less well known, and inflation in

media pricing. We have spent considerable financial and human resources to date on the establishment and

maintenance of our brands, and we will continue to invest in, and devote resources to, advertising and marketing,

as well as other brand building efforts to enhance consumer awareness of our brands. We believe that heightened

brand awareness will enable us to expand our distribution network by significantly reducing entry barriers in new

markets.

Capitalizing on India’s increasing discretionary spending capacity

India is one of the most important markets for our growth strategy. This is as much a result of our strong historic

presence as the large business opportunities that the Indian travel and tourism industry presents for the future.

Travel expenditures are sensitive to personal and business discretionary spending levels and tend to decline or

grow more slowly during economic downturns, particularly in 2013 when India experienced a slowdown. This

has resulted in increased unemployment and uncertain business conditions and reduced financial capacity of both

corporate and leisure travellers, thereby slowing spending on the services we provide. In the event discretionary

spending in India increases in the near to medium term, our results of operations would benefit significantly if

we are able to capitalize on the increased business opportunity in India.

Declines or disruptions in the travel industry

Our business and financial performance are affected by the health of the worldwide travel industry, including by

changes in hotel occupancy rates or hotel average daily rates, changes in airline capacity or periodically rising

airline ticket prices. Events or weakness specific to the air travel industry that could negatively affect our

business also include fare increases, travel-related strikes or labor unrest, bankruptcies or liquidations and fuel

price volatility. Additionally, our business is sensitive to safety concerns, and thus our business has in the past

67

and may in the future decline after incidents of actual or threatened terrorism, during periods of political

instability or geopolitical conflict in which travelers become concerned about safety issues, as a result of natural

disasters such as hurricanes or earthquakes or when travel might involve health-related risks.

Ability to attract, retain and motivate our employees

In our business, our human resources are the largest driver of our profitability. Personnel costs form our highest

single expense item, and therefore is a key factor affecting our results of operations. In order to be successful, we

must attract, train, motivate and retain highly skilled personnel. Hiring and retaining qualified sales

representatives are critical to our future results of operations, and competition for experienced employees in the

tours and travel industry can be intense.

Competition

The market for the tour operator services we offer is increasingly and intensely competitive. We compete with

both established and emerging sellers of travel-related services, including traditional tour operators and travel

agencies, online travel agencies, travel suppliers and large online portals. We believe that our significant

presence in India, the strength of our brand and our global operations offer us significant competitive advantages

in the markets in which we operate. However, some of our competitors, particularly travel suppliers such as

airlines and hotels, may offer products and services on more favorable terms, including lower prices, no fees or

unique access to proprietary loyalty programs, such as points and miles. Many of these competitors, such as

airlines and hotel companies, have been steadily focusing on increasing online demand on their own websites.

We also compete with other travel agencies for both travelers and the acquisition and retention of supply.

Increased levels of competition from current and emerging competitors may force us to make changes to our

business model, which could affect our financial performance and liquidity.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with the Accounting Standard-21

“Consolidated Financial Statement” and Accounting Standard-27-”Financial reporting of Interest in Joint

Ventures” issued by the ICAI/Companies (Accounting Standards) Rules, 2006.

The preparation of our financial statements in conformity with Indian GAAP requires our management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent

liabilities at the date of such financial statements and the results of operations during the reporting period. By

their nature, these judgments and estimates are subject to a degree of uncertainty. These judgments are based on

our historical experience, terms of existing contracts, and our observance of trends in the industry, information

provided by our clients and information available from other third party sources, as appropriate. There can be no

assurance that our judgments will prove correct or that actual results reported in future periods will not differ

from our expectations reflected in our accounting treatment of certain items. Any revision to accounting

estimates is recognized prospectively in current and future periods.

While all aspects of our financial statements should be read and understood in assessing our current and expected

financial condition and results of operations, we believe that the following critical accounting policies warrant

particular attention.

Revenue

In line with generally accepted accounting practices, revenue comprises net commissions earned on travel

management, service agency charges including margins in respect of tour and tour related services and

commissions/margins earned on foreign exchange transactions in the normal course of our business as an

authorised dealer. The income arising from the buying and selling of foreign currencies has been included on the

basis of margins achieved.

Revenue Recognition

In accordance with our accounting policy, commissions and/or income arising from tours and related services is

recorded after netting off all direct expenditures relating thereto.

68

Expenditure

All general business expenditure is recorded in the year in which it is incurred. All direct tour related expenses

including advertisement expenses for specific tours are recorded in the year in which the tours are undertaken.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and

installation of fixed assets. Intangible assets include “customer data base and contacts”, which are stated at the

valued amounts and software, which is stated at cost.

Investments

Long-term investments are valued at cost. Provision for diminution in value of investments is made if the

diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market

value.

Inventory

Inventory represents stock of foreign currencies, which we value at the lower of cost and realizable value as of

the year-end.

Foreign Currency Transactions

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

denominated in foreign currencies at the year-end are restated at year end rates. Non-monetary foreign currency

items are carried at cost.

• In respect of branches, which are integral foreign operations, all transactions are translated at rates

prevailing on the date of transaction or that approximate the actual rate on the date of transaction.

Branch monetary assets and liabilities are restated at the year-end rates.

• Any income or expense on account of exchange difference either on settlement or on translation is

recognised in the profit and loss account.

Accounting for Taxes on Income

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

differences between taxable income and accounting income is accounted for using the tax rates and the tax laws

enacted or substantially enacted as of the balance sheet date. Deferred tax assets are recognized only to the extent

that there is a reasonable certainty of its realisation.

Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present

obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent

liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed

in the financial statements.

Disposal of our Camping Division

Our camping division provided outdoor family holidays at over 170 third party owned campsites across 12

European countries. We had acquired the camping division as part of our acquisition of Holidaybreak in 2011. In

May 2014, we completed the sale of the camping division to Homair Vacances, a major French group that

specialises in outdoor holidays, for a consideration of `8,920.0 million (GBP89.20 Million). GBP85.5 million

of this was paid to us in cash on completion and the remaining £3.7 million relating to a tax refund was deferred.

The disposal of our camping division has had a material impact on our financial condition and results of

operations. While our unaudited consolidated balance sheet as of September 30, 2014 gives effect to the disposal

69

of our camping division, our historical consolidated income statements do not meaningfully reflect the impact of

the disposal of our camping business on our results of our operations. Accordingly, we have prepared pro forma

consolidated income statements for the year ended March 31, 2014 and for the six months ended September 30,

2014 to give effect to the disposal of our camping division as if such disposal had occurred on April 1, 2013. The

pro forma financial statements for the year ended March 31, 2014 and the six months ended September 30, 2014,

and the auditors' report thereon are included elsewhere in this Placement Document.

Selected pro forma consolidated financial data

We have prepared and presented our pro forma consolidated financial information based on our historical

consolidated financial statements for the year ended March 31, 2014 and the six months ended September 30,

2014. The objective of pro forma financial information is to illustrate how a proposed or completed transaction

(or event) might have affected the financial information presented in the Placement Document had the

transaction occurred at an earlier date. Pro forma financial information does not represent an entity's actual

financial position or results. It addresses a hypothetical situation and is prepared for illustrative purposes only.

The selected pro forma consolidated financial data is set out in pages F-59 to F-62 of this Placement Document.

Income and Expenditure Overview

Income

Commission and Other Operating Income

Our principal source of income is the fees we earn from selling travel services, which are primarily commission

based. Our commission and other operating income consists mainly of net commission (gross sales less direct

expenses like air tickets, hotels, ground services and distribution commissions) earned from providing leisure and

educational tour and travel services as well as providing ticketing and foreign exchange services to our corporate

travellers. We also derive revenues from various travel related services, including visa processing fees and travel

insurance commissions.

The following table sets forth the breakdown of our revenue by geographic segment, for the years ended

March 31, 2012, 2013 and 2014.

(` in million) Year Ended March 31,

2012 2013 2014

Revenues India .............................

2,989.5

3,773.1 4,247.6

Rest of the world .......... 5,389.8 14,314.3 18,828.4

Other Income

Other income includes interest earned from fully convertible debentures, interest or dividend earned from short

term investments, interest earned from bank deposits and miscellaneous income.

Expenditure

Personnel Expenses

Personnel expenses are the largest component of our expense. Our payment to, and provision for, employees

consists of salaries, allowances, bonuses, retrenchment benefits, incentives paid to staff other than contribution to

staff provident funds and other staff welfare expenses like gratuity and leave encashment.

Other Expenses

Other expenses include rent, electricity expense, insurance, communication and courier expenses, printing and

stationery, legal and professional fees, travelling and conveyance, advertisement, publicity and business

promotion, computer expenses, security expenses, foreign exchange gains or losses from the revaluation of

borrowings, and other miscellaneous expenses.

70

Interest and Finance Charges

We incur interest and finance charges on our indebtedness.

Depreciation

Depreciation includes depreciation on computers and printers, electrical installations and fittings, office

equipment, furniture and fixtures, leasehold improvements, land & building, vehicles, database and software.

RESULTS OF OPERATIONS

Year Ended March 31, 2014 Compared to Year Ended March 31, 2013

Total Income

Our total income increased by 25.87% to `23,506.6 million in the year ended March 31, 2014 from `18,675.2

million in the year ended March 31, 2013.

Revenue from Operations

Our revenue from operations for the year ended March 31, 2014 increased by 27.58% to `23,075.9 million from

`18,087.4 million in the year ended March 31, 2013. The increase in income from operations was attributable

principally to an increase in net revenues from India operations which grew from ` 3,722.7 million to ` 4.186.0

million an increase of 12.44% and increase in education travel business from `4,733.6 million to `8,679.2

million, an increase of 83.35%. This increase was because we did not consolidate revenues from Meininger prior

to April 30, 2013. Subsequent to April 30, 2013, we acquired a 100% interest in Meininger and our revenues in

the year ended March 31, 2014 therefore includes revenues from the operations of Meininger unlike in the

previous year.

Other Income

Other income decreased by 26.74% to `430.7 million in the year ended March 31, 2014 from `587.9 million in

the year ended March 31, 2013. This decrease was attributable primarily to a decrease in the interest on short

term investments.

Expenditure

Our expenditure increased by 5.17% to `16,917.0 million in the year ended March 31, 2014 from `16,085.8

million in the year ended March 31, 2013. However excluding the profit/loss on account of foreign exchange

fluctuation, the total expenditure increased by 19.20% to `2,204.5 million in the year ended March 31, 2014

from `442 million in the year ended March 31, 2013.

Employee Benefit Expenses

Employee benefit expenses in the fiscal year ended March 31, 2014 increased by 25.73% to `8,747.9 million

from `6,957.6 million in the fiscal year ended March 31, 2013. This increase was in line with the increase in the

income from operations.

Finance Costs

Finance costs in the fiscal year ended March 31, 2014 decreased by 12.67% to `3,235.8 million from `3,705.4

million in the fiscal year ended March 31, 2013. This decrease was attributable primarily to the reduction in

gross debt from the infusion of equity capital amounting to US$143.69 million by private equity participation in

November 2012 and June 2013.

Depreciation and Amortization Expense

71

Depreciation and amortization expense in the fiscal year ended March 31, 2014 increased by 16.11% to `1,711.3

million from `1,473.8 million in the fiscal year ended March 31, 2013. This increase was attributable primarily

to leasehold improvements in new offices in India as well as mobile homes and furniture in Camping and

education division.

Other Expenses

Other expenses decreased by 18.41% to `3,222.1 million in the fiscal year ended March 31, 2014 from `3,949.1

million in the year ended March 31, 2013. However excluding the profit/loss on account of foreign exchange

fluctuation, the other expenses increased by 38.97% to `5,426.6 million in the year ended March 31, 2014 from

`3,904.9 million in the year ended March 31, 2013. This increase is attributable primarily to the increase in the

rent, electricity and miscellaneous expenses from `1,117 million to `2,873.9 million due to the consolidation of

Meininger in the financials for FY2014. The exchange fluctuation lead to a gain of `2,204.5 million in FY2014

against a loss of `44.2 million in FY2013. The exchange fluctuation gain was recorded primarily on account of

the mark to market position for the US$ dollar held in the sterling balance sheet of some of the subsidiaries.

Profit Before Tax

Profit before tax in the year ended March 31, 2014 increased by 154.47% to `6,589.6 million from `2,589.5

million in the year ended March 31, 2013. The profit includes an exceptional loss and a gain on disposal of

subsidiaries. The profit adjusted for this exceptional item increased by 199.80% to `6,133.4 million for the year

ended March 31, 2014 as compared to `2,045.8 million for the year ended March 31, 2013. Excluding the

profit/loss from the foreign exchange fluctuation, the profit before tax but after exceptional items increased by

316.54% to `6,133.4 million from `2,045.8 million.

Provision for taxation

Provision for taxation increased by 215.32% to `1,642.8 million in the fiscal year ended March 31, 2014 from

`521.0 million in the fiscal year ended March 31, 2013. The increase was attributable mainly to an increase in

current tax of `1,082.7 million and a decrease in deferred tax of `75.5 million, in each case in the year ended

March 31, 2014 compared to the year ended March 31, 2013. The increase was in line with the growth in our

profit before tax for the year ended March 31, 2014.

Profit after Tax for the Year

Our consolidated profit after tax for the year ended March 31, 2014 increased by 194.48% to `4,490.6 million

from `1,524.9 million in the fiscal year ended March 31, 2013.

Year Ended March 31, 2013 Compared to Year Ended March 31, 2012

Income

Our income increased 113.79% to `18,675.2 million in the year ended March 31, 2013 from `8,735.1 million in

the year ended March 31, 2012.

Revenue from Operations

Our operating income in the year ended March 31, 2013 increased 115.85% to `18,087.4 million in the year

ended March 31, 2013 from `8,379.5 million in the year ended March 31, 2012. The increase in our operating

income was attributable principally to revenues from a full year of consolidating our acquisition of 100% of

Holidaybreak on September 27, 2011. Prior to our acquisition of Holidaybreak we did not have an educational

travel business and camping holidays business offering. Furthermore, because of the seasonality of our

educational travel and camping holidays business, the six months of consolidation of Holidaybreak in the year

ended March 31, 2012 represented a period when revenues are significantly lower for education travel business

and NIL for camping holidays business because of the winter months. Our higher revenues in the year ended

March 31, 2014 reflect this seasonal trend.

Other Income

72

Other income increased 65.32% to `587.9 million in the year ended March 31, 2013 from `355.6 million in the

year ended March 31, 2012. This increase was attributable primarily to the increase in interest from short term

investments.

Expenditure

Our expenditure increased 107.94% to `16,085.7 million in the year ended March 31, 2013 from

`7,735.8 million in the year ended March 31, 2012.

Employee Benefit Expenses

Employee benefit expenses in the fiscal year ended March 31, 2013 increased by 80.64% to `6,957.6 million

from `3,851.6 million in the fiscal year ended March 31, 2012. This increase was attributable primarily to a full

year of consolidating our acquisition of 100% of Holidaybreak on September 27, 2011.

Finance Costs

Finance costs in the fiscal year ended March 31, 2013 increased by 101.06% to `3,705.4 million from `1,842.9

million in the fiscal year ended March 31, 2012. This increase was attributable primarily to the increase in

indebtedness position on account of our acquisition of 100% of Holidaybreak on September 27, 2011.

Depreciation and Amortization Expense

Depreciation and amortization expense in the fiscal year ended March 31, 2013 increased by 199.94% to

`1,473.6 million from `491.3 million in the fiscal year ended March 31, 2012. This increase was attributable

primarily to a full year of consolidating our acquisition of 100% of Holidaybreak on September 27, 2011.

Other Expenses

Other expenses increased 154.78% to `3,949.1 million in the year ended March 31, 2013 from `1,550.0 million

in the year ended March 31, 2012. This increase was attributable primarily to a full year of consolidating our

acquisition of 100% of Holidaybreak on September 27, 2011.

Profit Before Tax

For the reasons discussed above, profit before tax in the year ended March 31, 2013 increased 197.57% to

`2,045.8 million from `687.5 million in the year ended March 31, 2012.

Provision for Taxation

Provision for taxation increased 24.76% to `521 million in the year ended March 31, 2013 from `417.6 million

in the year ended March 31, 2012. The increase was attributable mainly to an increase in current tax of

`226.4 million and a decrease in deferred tax of `47.1 million, in each case in the year ended March 31, 2013

compared to the year ended March 31, 2012. The increase was in line our growth in consolidated income in the

year ended March 31, 2013.

Profit after Tax for the Year

Profit after tax for the year ended March 31, 2013 increased 464.99% to `1,524.9 million from `269.9 million in

the year ended March 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

We finance our working capital requirements primarily through funds generated from operations as well as from

secured and unsecured debt financing from banks and financial institutions to meet our capital requirements.

Cash Flows

73

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

Year Ended March 31,

2012 2013 2014

(` in million)

Net cash from (used in) operating activities ............... (1,365.8) 2,038.0 8,092.7

Net cash from (used in) investing activities ................ (26,603.8) (2,106.6) (6,237.8)

Net cash from financing activities ............................... 24,836.5 2,567.7 (1.185.9)

Net increase (decrease) in cash and cash equivalents .. (3,133.2) 2,499.1 669.1

Cash Flows from Operating Activities

Year ended March 31, 2014

Net cash generated from operating activities was `8,092.7 million for the year ended March 31, 2014 and

consisted of net profit before tax of `9,386.6 million, a net upward adjustment of `3,432.7 million relating to

various items, and a net downward working capital adjustment of `179.5 million, less income taxes paid of

`1,293.9 million.

Working capital adjustments were attributable principally to an increase in inventories of `1.9 million, a decrease

in trade receivables of `2,034.4 million, a decrease in loans and advances of `1,657.8 million and an increase in

current liabilities of `3,510.8 million. The increase in current liabilities in the fiscal year ended March 31, 2014

was because of increase in advances received from customers for travel dates in the subsequent fiscal year due to

a variance in the Easter dates.

Year Ended March 31, 2013

Net cash generated from operating activities of `2,038 million for the year ended March 31, 2013 consisted of

net profit before tax of `2,844 million, a net upward adjustment of `4,292.5 million relating to various items, and

a net downward working capital adjustment of `3,417.1 million, less income taxes paid of `806.0 million.

Working capital adjustments were attributable principally to a decrease in inventories of `133 million, a decrease

in trade receivables of `1,906.2 million, an increase in loans and advances of `1,466.7 million and a decrease in

current liabilities of `30.9 million. The increase in loans and advances in the year ended March 31, 2013 was

because of increase in advances for hotels and other services for upcoming tours..


Net cash used in operating activities of `1,365.8 million for the year ended March 31, 2012 consisted of net

profit before tax of `687.4 million, a net upward adjustment of `1,735.2 million relating to various items, and a

net downward working capital adjustment of `3,529.0 million, less taxes paid of `259.4 million.

Working capital adjustments were attributable primarily to increase in advances for hotels and other services as

well as the seasonal change in working capital for Holidaybreak Limited which was acquired during the year on

September 27, 2011.

Cash Flows from Investing Activities


Net cash used in investing activities for the year ended March 31, 2014 was ` (6,237.8) million, comprising

primarily of `2,840.6 million attributable to Purchase of Fixed Assets & Capital Work In Progress and `2,568.2

million attributable to purchase of the residual 26% stake of Meininger..


Net cash used in investing activities for the year ended March 31, 2013 was ` (2,106.6) million, comprising

primarily of `1,694.9 million attributable to Purchase of Fixed Assets & Capital Work In Progress and `1,719.0

million attributable to purchase of the additional 24% stake of Meininger.

74


Net cash used in investing activities for the year ended March 31, 2012 was `(26,603.8) million, comprising

primarily of `1,433.7 million attributable to Purchase of Fixed Assets & Capital Work In Progress and `

27,707.4 million attributable to purchase of 100% shares of Holidaybreak Limited on September 27, 2011.

Cash Flows from Financing Activities


Net cash used in financing activities in the year ended March 31, 2014 was `1,185.9 million, comprising

primarily of `3,365.3 million attributable to Interest paid and `1,091.2 million attributable to proceeds from issue

of preference shares in subsidiary – Prometheon Holdings UK Ltd.


Net cash generated from financing activities in the year ended March 31, 2013 was `2,567.7 million, comprising

primarily of `3,917.0 million attributable to Interest paid and `6,499.0 million attributable to proceeds from issue

of preference shares in subsidiary – Prometheon Holdings UK Ltd.


Net cash generated from financing activities in the year ended March 31, 2012 was `24,836.5 million, consisting

principally of `23,991.8 million attributable to Net Long term borrowings to finance the acquisition of 100%

shares of Holidaybreak Limited.

Contractual Obligations

Indebtedness

As of September 30, 2014, we had total outstanding indebtedness of `48,604.0 million, comprising

`46,854.0 million in secured loans, and `1,750.0 million in unsecured loans. Our secured loans consists of term

loans from banks and other financial institutions of ` 42,904.0 million and non-convertible debentures of `

3,950.0 million. Our unsecured loans included loans from banks of ` 500.0 million, and non-convertible

debentures of ` 1,250.0 million.

Our loans comprise a mixture of floating and fixed rate obligations, and have been incurred at market interest

rates. The following table sets forth certain information relating to contractual commitments as of September 30,

2014, aggregated by type of contractual obligation:

Outstanding Payment due by March 31,

as of

Particulars September 30, 2014 2015 2016 2017 2018 Onwards

(` in million)

Secured Loans ............ 46,854.0 5,046.7 3,371.6 9,624.6 28,811.1

Unsecured Loans ........ 1,750.0 250.0 1,500.0 -

Total .......................... 48,604.0 5,296.7 4,871.6 9,624.6 28,811.1

Interest Coverage Ratios

Set forth below are our interest coverage ratios for the years ended March 31, 2012, 2013 and 2014.

Year Ended March 31,

2012 2013 2014

Interest coverage ratio

2.54 1.95 4.05

75

Contingent Liabilities

Contingent liabilities as of September 30, 2014 included the following:

Particulars Amount

(` in million)

Guarantees provided by banks ............................................ 3,425.1 Bonds given by insurance companies 1,476.9

Others 16.0

Claims against Company not acknowledged as debts ..............................................................................

137.0

Disputed income Tax ......................................................... 43.8

Disputed Service Tax 1,291.0

Related Party Transactions

We have entered into transactions with a number of related parties. We have not granted any loans to members of

the board or our management or provided any guarantees for their benefit. Moreover, we do not believe that any

of our related party transactions is unusual in its nature or conditions. However, please see Note 26(b) of our

audited consolidated financial statements included in this Placement Document for information regarding our

related party transactions as of and for the years ended March 31, 2012, 2013 and 2014.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with

unconsolidated entities that would have been established for the purpose of facilitating off-balance sheet

arrangements

Seasonality

Holidaybreak has traditionally reported an operating loss in the six month period ending March 31 in each

financial year due to the seasonal nature of the Education Travel and more so for the Camping Holidays

businesses, which focus exclusively on outdoor activities and therefore do not generate any significant revenues

during the winter months in Europe while continuing to incur operational expenses during those months. For this

reason our consolidated results of operations during the six month period ending March 31 in each financial year

perform at a significantly lower level than for the six month periods ending September 30 in each financial year.

Quantitative and Qualitative Disclosure about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk and foreign

exchange risk and inflation. We are exposed to different degrees of these risks in the normal course of our

business. We are specifically exposed to market risk from changes in interest rates and foreign exchange

fluctuation.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations. We

currently have floating rate indebtedness and also maintain deposits of cash and cash equivalents with banks and

other financial institutions and thus are exposed to market risk as a result of changes in interest rates. Moreover,

the interest rates on a significant portion of our indebtedness are subject to floating rates of interest. Upward

fluctuations in interest rates would increase the cost of both existing and new debts. We have entered into interest

rate swaps for GBP 90 million and US$ 216 million and interest rate caps for GBP 50 million to manage our

interest rate risk.

Foreign Exchange Risk

Fluctuations in exchange rates have direct impact on our business. Strengthening of the rupee may increase the

number of outbound tourists from India as foreign tours will become relatively cheaper. However, at the same

time it may affect inbound tourism as travelling to India would become relatively expensive and vice-versa. We

76

also have significant levels of indebtedness denominated in US$ and GBP, comprising ` 39,297 million as of

September 30, 2014. The revenues of our overseas subsidiaries are in Pound Sterling, in Japanese Yen, and in

Australian Dollars, while our India in-bound revenues are denominated in U.S. dollars, Euro and Pound Sterling.

Whilst a large portion of the outbound tours in India are charged to the client in the currency that is paid to the

contractors, there may be an effect on the profitability as the Company earns profits in Pounds, Yen and Rupees

depending on prevalent exchange rates.

We report our financial results in Indian rupees, while portions of our total income and expenses are

denominated, generated or incurred in currencies other than Indian rupees, such as U.S. dollars. To the extent

that our income and expenditures are not denominated in Indian rupees, exchange rate fluctuations could affect

the amount of income and expenditure we record. Any depreciation of the rupee against the currency in which

we have an exposure will increase the rupee costs to us of servicing and repaying our expenditure and

indebtedness.

Interim Announced Results

As a public listed company with shares listed on the BSE and the NSE, we are required to prepare and make

publicly available certain financial information on a quarterly basis. The standalone quarterly financial

statements are subject to a limited review by our auditors in compliance with the requirements of Clause 41 of

the listing agreement entered into with the Stock Exchanges. We announced this financial information as of and

for the six months ended September 30, 2014 on November 14, 2014. In connection with our November 14, 2014

announcement, we also announced consolidated unaudited financial statements as of and for the six months

ended September 30, 2013 and 2014. These consolidated financial statements as of and for the six months ended

September 30, 2013 and 2014 are reproduced below.

Unaudited Consolidated Income Statement for the Six Months Ended September 30, 2013 and 2014

` Million

Six months ended September 30,

Particulars 2014 2013

Unaudited

1. Income from operations

(a) Net Sales / income from operations 16,061.98 14,050.02

(b) Other operating income - -

Total Income from operations (net) 16,061.98 1,405.00

2. Expenses

a) Employee benefit expense 5,133.00 443.96

b) Advertisement Cost 701.55 596.58

c) Exchange Fluctuation Loss/(Gain) 582.71 (1,834.48)

d) Depreciation and amortisation expense 1,422.11 1,139.94

e) Other expenses 2,176.41 1,710.70

Total expenses ( a to e) 100,158.85 6,052.35

3. Profit/ (Loss) from operations before other income,

finance costs and exceptional items (1-2) 6,046.09 7,997.67

4. Other income

266.66 148.01

5. Profit/ (Loss) from ordinary activities before finance costs and exceptional items (3+4) 6,312.75 8,145.67

6. Finance costs 18,18.32 1,586.57

7.

Profit/ (Loss) from ordinary activities after finance costs but before exceptional items

(5-6) 4,494.43 6,559.10

8. Exceptional items

77

a) Profit on sale of Subsidiary (3,498.91) -

b) Cancellation of forward contracts on prepayment of loans 1,024.41 -

c) Goodwill amortisation for subsidiary sold (refer note 9) 5,518.59 -

d) Others 14.14 101.16

9. Profit / (Loss) from ordinary activities before tax (7+8) 14,36.20 6,457.94

10. Tax expense 1,159.34 1,550.99

11. Net Profit / (Loss) from ordinary activities after tax (9-10) 276.85 4,906.95

12. Extraordinary items (net of tax expense `Nil) - -

13. Net Profit / (Loss) for the period (11-12) 276.85 4,906.95

14. Share of profit/ (loss) of associates (5.72) 31.89

15. Minority Interest (67.55) 953.78

16.

Net profit/ (loss) after taxes, minority interest and share of profit/ (loss) of

associates(13+14+15) 338.68 3,985.06

17. Paid-up equity share capital (Face Value - `.5/- per share) 682.64 682.64

18. Reserves excluding Revaluation Reserve as per Balance Sheet

19(i) Earnings per share (EPS) ( before and after extraordinary items)

(of `5/- each) (not annualised)

(a) Basic 0.25 2.92

(b) Diluted 0.25 2.92

Unaudited Consolidated Balance Sheet as of September 30, 2013 and 2014

`Million

As of September 30,

Particulars 2014 2013

A EQUITY AND LIABILITIES

1 Shareholders Funds :

a) Share Capital 682.6

682.6

b) Reserves and Surplus

17,365.9

16,866.5

c) Minority Interest

8,198.0

8,205.4

Sub-Total of Shareholders Funds :

26,246.5

25,754.5

2 Non-Current Liabilities :

a) Long-term borrowings 42,355.0

47,394.5

b) Deferred tax liability (Net)

619.0

699.9

c) Long term provisions

88.6

244.8

Sub-Total of Non-Current Liabilities : 43,062.6

48,339.2

3 Current Liabilities :

a) Short-term borrowings 3,583.0

3,463.4

b) Trade payables

5,831.5

5,427.7

c) Other current liabilities

14,007.7

21,179.4

d) Short-term provisions 842.7

643.3

78

Sub-Total of Current Liabilities :

24,264.9

30,713.9

TOTAL EQUITY AND LIABILITIES

93,574.0

104,807.5

B ASSETS

1 Non-current assets :

a) Fixed Assests

21,166.0

26,122.0

b) Goodwill on Consolidation 35,148.7

40,532.0

c) Non-current investments

399.9

321.0

d) Deferred Tax Assets

8.2

1.1

e) Long term loans and advances -

150.7

Sub-Total of Non-current assets :

56,722.8

67,126.8

2 Current Assets :

a) Current investments

280.1

280.8

b) Inventories

226.7

199.1

c) Trade receivables 10,724.9

11,355.8

d) Cash and Cash Equivalents

13,846.4

13,786.3

e) Short-term loans and advances

11,756.6

12,042.2

f) Misc. Expenditure 16.5

16.5

Sub-Total of Current Assets :

36,851.2

37,680.7

TOTAL ASSETS

93,574.0

104,807.5

Significant Developments after September 30, 2014 that may Affect Our Future Results of Operations

To our knowledge, no circumstances have arisen since the date of the last financial statements as disclosed in this

Placement Document which materially and adversely affect or are likely to affect, our operations or profitability,

or the value of our assets or our ability to pay our material liabilities within the next 12 months, except as

disclosed elsewhere in this Placement Document.

79

INDUSTRY OVERVIEW

The information contained in this section is derived from various reports, publications and information in other

forms, available to the public on the websites of various international bodies including the World Tourism

Organisation (UNWTO), the World Travel & Tourism Council (WTTC), and that of Ministry of Tourism,

Government of India. Neither we nor any other person connected with this Issue has independently verified this

information. Industry sources and publications generally state that the information contained therein has been

obtained from sources believed to be reliable, but that their accuracy, completeness and underlying assumptions

are not guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be

based on such information.

Overview of the global travel and tourism industry

Travel and tourism is one of the world’s leading economic sectors, representing a major source of gross domestic

product (GDP), employment, exports and taxes. In 2013, as per the World Travel & Tourism Council (WTTC)

the travel and tourism industry contributed almost U.S. $7 trillion to the global economy, or 9.5% of the global

GDP (Source: WTTC Travel & Tourism Economic Impact 2014). It is the leading industry in many countries, as well

as the fastest growing sector in terms of job creation, supporting nearly 266 million jobs worldwide (Source:

WTTC Global Travel and Tourism Industry 2014). While the last 10 years have seen strong global growth helped by

the fast growth of high-tech industry, as well as rapid growth in service sectors such as banking and global

finance, the next 10 years are expected to see a slower performance from these sectors. Continued growth in

travel and tourism sector will therefore result in an increase in the sector’s relative share of GDP. In short, travel

and tourism sector is expected to become even more important to the global economy over the next 10 years with

predicted growth rates of over 4% annually that continue to be higher than growth rates in other sectors (Source:

WTTC Global Travel and Tourism Industry 2014).The economic significance and potential of the travel and tourism

industry is particularly prominent in the developing world, where the sector is an important driver of growth and

prosperity and especially with regard to poverty reduction.

Source: WTTC Global Travel and Tourism Industry 2014

80

The United Nations classified three forms of tourism in 1994, in its 'Recommendations on Tourism Statistics',

which are as follows:

(i) domestic tourism, which refers to residents of the given country travelling only within that country;

(ii) inbound tourism, which refers to non-residents travelling in the given country; and

(iii) outbound tourism, which refers to residents of one country travelling in another country.

International tourism shows continued strength

More people are travelling to more places more frequently for business, leisure, education and other personal

reasons. In 2012, for the first time ever, the number of people crossing borders globally exceeded 1 billion. These

levels are expected to nearly double by 2030. (Source: Tourism for Tomorrow: The WTTC Perspective).

Between January and August 2014, international tourists reached 781 million, up 36 million (4.8%) when

compared to the same period in 2013. By region, the strongest growth was registered in the Americas (+8%),

followed by Asia and the Pacific (+5%) and Europe (+4%) (Source: UNWTO Press Release October 2014).

In 2013, international tourists arrivals grew by 5% worldwide, reaching a record 1087 million, up from 1035

million in 2012, when the 1 billion mark was exceeded for the first time ever. Despite a global economy in 'low

gear', demand for international tourism exceeded expectations, with an additional 52 million international tourist

travelling internationally in 2013 (Source: UNWTO Tourism Highlights – 2014 edition).

International Tourist Arrivals

81

Region-wise increase in world tourism in 2013

In 2013, Europe saw the largest increase in international tourist arrivals, followed by Asia and the Americas.

International tourism receipts also experienced growth reaching U.S. $1,159 billion worldwide in 2013, up from

U.S. $1,078 billion in 2012. With a 5% increase in real terms, the growth in international tourism receipts

equalled the growth in arrivals (Source: UNWTO Tourism Highlights – 2014 edition).

In 2013, only two changes took place in the top 10 rankings by international tourist arrivals and tourism receipts.

In the ranking by arrivals, Spain (with 61 million arrivals) regained third position. Thailand also entered the top

10 arrivals ranking at number 10, climbing up five positions, whilst it moved up two places to 7th in the ranking

by tourism receipts (Source: UNWTO Tourism Highlights – 2014 edition).

82

International tourist arrivals grew by 4.6% in the first half of 2014 according to the latest UNWTO World

Tourism Barometer. Destinations worldwide received some 517 million international tourists between January

and June 2014, 22 million more than in the same period of 2013. Growth was strongest in the Americas (+6%)

followed by Asia and the Pacific and Europe (both at +5%). By sub-region, South Asia and Northern Europe

(both +8%) were the best performers, together with North-East Asia and Southern Mediterranean Europe (both

+7%). (Source: WTTC - Monthly News Summary – September 2014).

Prospects and emerging trends in the travel and tourism industry

The world tourism industry contributes to over 6% of the global exports, is directly responsible for 9.5% of the

world's GDP and provides employment to one out of every 11 people in the world, and its contribution is all set

to keep on increasing. The growth trend seen in the travel and tourism industry over the last couple of years

continued in 2014. For the full year 2014, UNWTO predicts international tourist arrivals to increase by 4% to

4.5%, slightly above UNWTO's long-term forecast of 3.8% per year for the period 2010 to 2020 (Source: UNWTO

Press Release October 2014).

Emerging destinations especially Asia and Pacific and the Middle-East, are expected to continue leading the

growth, taking advantage of a far from exhausted demand from neighbouring countries.

In 2013, worldwide leisure travel spending (both inbound and domestic) generated U.S. $3,412.8 billion, which

is 75.6% of the total travel expenditure. Out of this, business travel accounts for a relatively modest 24.4%, or

U.S. $1,103.7 billion. According to WTTC. leisure travel spending is expected to grow by 4.3% in 2014 to U.S.

$3,558 billion and rise by 4.4% p.a. to U.S. $5,451.2 billion in 2024. Similarly, business travel spending is

expected to grow by 4.7% in 2014 to U.S. $1,155.5 billion and rise by 3.7% p.a. to U.S. $1,661.1 billion in 2024

(Source: WTTC Global Travel and Tourism Industry 2013).

WTTC’s research suggests that around 70% of Travel & Tourism’s direct global GDP contribution is generated

by domestic travellers, a clear majority over the 30% share made by foreign visitors. Worldwide, domestic

spending is projected to reach U.S. $3,354.5 billion in 2014, with foreign trips generating U.S. $1,358.6 billion.

The dominance of domestic Travel & Tourism over the international market, in terms of spending and GDP, may

seem surprising, however, foreign travel, particularly for leisure purposes, is a very different proposition in

different parts of the world, and for simple geographical reasons is much less costly in Central/Eastern Europe or

Southeast Asia than in places like the U.S.A., China and Australia (Source: WTTC Global Travel and Tourism

Industry 2013).

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International Tourist Arrivals, World

(Source: 2013 International Tourism Results and Prospects for 2014, UNWTO.)

Emerging Trends

With travel becoming more accessible in terms of destination and product choice as well as price, the 10 years

between 2000 and 2010 spurred a rapid increase in travel frequency, with the growth in short breaks not

surprisingly outpacing that of longer leisure trips. Not only did this boost domestic travel but, at the market’s

peak in 2008-2009, a significant share of Europeans – especially those suffering time constraints – were taking

upwards of four to five foreign short breaks a year, often at the expense of longer annual holidays. And the trend

has spread to Asia, where the rising new middle classes have also been quick to take advantage of the new

opportunities to travel abroad (Source: WTTC Global Travel and Tourism Industry 2013).

Fast-growing emerging markets, such as Brazil, Russia, India and China (the BRIC nations), have also been a

game changer, forcing the Travel & Tourism industry to focus greater attention in terms of marketing and

product development on new travel source regions, especially Asia (Source: WTTC Global Travel and Tourism

Industry 2013).

Furthermore, the rise in ‘green consumerism’ – increased environmental awareness and concern about issues

such as climate change – has led to a greater focus among consumers on authenticity in destinations, products

and travel experiences (Source: WTTC Global Travel and Tourism Industry 2013).

Estimates and forecasts

International tourism is expected to continue reaching over 1 billion tourists in 2014. Its role as one of the most

important global industries will be further cemented. Below is a table that indicates the kind of growth that will

be experienced in the next decade.

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WORLD 2013 US$

billion1

2013

% of total2

2014

Growth3

US$

billion1

2024

% of total

Growth3

Direct contribution to GDP 2,155.40 2.90 4.30 3,379.30 3.10 4.20

Total contribution to GDP 6,990.30 9.50 4.30 10,965.10 10.30 4.20

Direct contribution to

employment4

100,894 3.40 2.20 126,257 3.70 2.00

Total contribution to

employment4

265,855 8.90 2.50 346,901 10.20 2.40

Visitor exports 1,295.90 5.40 4.80 2,052.40 5.20 4.20

Domestic spending 3,220.60 4.40 4.20 5,057.10 3.60 4.20

Leisure spending 3,412.80 2.20 4.30 5,451.20 2.40 4.40

Business spending 1,103.70 0.70 4.70 1,661.10 0.70 3.70

Capital investment 754.60 4.40 5.80 1,310.90 4.90 5.10

Note: 12013 constant prices & exchange rates, 22014 real growth adjusted for inflation (%); 32014-2024 annualised real growth adjusted for inflation (%) 4'000 jobs. All employment figures are in thousands.

(Source: WTTC Global Travel and Tourism Industry 2014).

The overall scenario surrounding world travel and tourism in the long run is bright. Estimates peg international

tourist arrivals at 1.8 billion by 2030:

(Source: 2013 International Tourism Results and Prospects for 2014, UNWTO)

Ten Year Outlook and New World Order: 2014-2024

Both total and direct Travel & Tourism GDP are set to grow on average by 4.2% per year and growth in

the sector is expected to continue to exceed that in the wider economy as well as other industries in the

long-run.

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In the next decade, Travel & Tourism is expected to provide a total of 74.5 million new jobs, 23.2

million of which will be provided directly within the sector.

The contribution of Travel & Tourism to the wider economy is expected to rise from 9.5% in 2013 to

10.3% in 2024. Key to this increased contribution are expected growth in demand from emerging

markets and a rising importance of Travel & Tourism in overall consumer spending.

Asia remains the fastest growing Travel & Tourism region in the long-run, while Russia and Turkey

will be integral to boosting long-run European growth. In the longer run, the expanding middle class in

emerging markets will keep average prices stable as tourism becomes much more of a mass market

activity. Luxury travel will still continue to grow, but not as fast as overall demand.

(Source: Economic Impact of Travel & Tourism 2014 Annual Update: Summary)

Education Travel

Learning initiatives outside the classroom are one of the most highly emphasised parts of any educational

curriculum in the United Kingdom, as well as the rest of Europe. It has been found to supplement learning and

broaden children's minds, and teachers also benefit tremendously from such initiatives. Education travel trips

have therefore become a huge industry in itself. The Children, Schools and Families Committee of the House of

Commons debated and formally decided in 2010 to make such trips mandatorily part of the curriculum and

evaluation of a student. As a result, students from diverse age groups in the United Kingdom now travel to all

parts of Europe in order to supplement what they learn from textbooks with real and related experiences. Many

of these educational travel trips are funded by the government and the industry is estimated to be worth at least

GBP 100 million, thereby ensuring profitability and continuity of this market. (Source: Transforming Education

Outside the Classroom, 2010, Report of the House of Commons – Children, Schools and Families Committee)

Births in England have been broadly rising since 2002, leading to increases in primary-aged pupils from 2010.

The full-time equivalent number of pupils of all ages in state-funded primary schools peaked in 1999 at 4.30

million and began to fall in 2000, reaching a low of 3.95 million in 2009, due to the downward trend in birth

rates during the late 1990s.

Growth in primary pupils continuing until at least 2023: In 2010, the number of pupils in primary schools began

to increase. By 2018, there are projected to be 4.58 million pupils in state-funded primary schools, an increase of

7% from 2014. By 2023, the number is projected to increase to 4.66 million, 9% higher than in 2014.

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All regions of the countries are expected to see some increase in the secondary-aged population from 2017.

However, London will see growth in this age-range earlier, from 2015 onwards.

Overview of the travel and tourism industry in India

Tourism in India is a multi-sector activity characterised by multiple services provided by a range of suppliers. It

is the largest service industry in the country, and provides employment to over 50 million people making it the

country's largest provider of employment in the service sector. It is also the third largest foreign exchange

earning industry in the country, and its importance lies in being an instrument for economic development and

employment generation, particularly in remote and backward areas. It is contributing towards overall socio-

economic improvement and accelerated growth in the economy. The economic benefits flow into the economy

through growth of tourism in the share of increased national and state revenues, business income, employment,

wages and salary income. Tourism is overwhelming an industry of private sector providers while public sector

has a significant role to play in infrastructure areas either directly or through public private partnership mode.

The travel and tourism industry spending in India as a percentage of the GDP is amongst the lowest in the world.

According to WTTC, India is ranked eighth on both, growth in travel and tourism industry GDP from 2014-2024

as also percentage annual growth in the travel and tourism industry’s contribution to total capital investment over

the period 2014-2024. The contribution of the Indian tourism industry to the GDP was 6.2%, while contribution

to employment was directly 4.9% and indirectly 7.7% of the total employment. (Source: WTTC Global Travel and

Tourism Industry 2014)

In the year 2013, the tourism sector received nearly seven million foreign tourists, marking an improvement of

5.9% when compared to the previous year. Across the globe, whilst the majority of countries reduced their

marketing spend during recession, the Ministry of Tourism, Government of India continues to aggressively

promote India as an attractive tourist destination through its "Incredible India" brand campaign and promotional

programme such as "Visit India". As a measure to attract more foreign tourists to India, particularly during

sluggish economic conditions, the Indian government launched a scheme of Visa on Arrival in January 2010.

Currently, the scheme applies to the citizens of eleven (11) countries who visit India for tourism purposes and

reports have indicated that this number is likely to be increased substantially in the near future. (Sources: Bureau of

Immigration, India; Performance of the Tourism Sector during 2013, Ministry of Tourism, Government of India)

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India 2013 2024

Amount

(in ` billion)

% of total Growth Amount

(in `. billion)

% of total Growth

Direct contribution to GDP 2,178.10 2.00 7.50 4,346.40 2.10 6.40

Total contribution to GDP 6,631.60 6.20 7.30 13,983.00 6.80 7.70

Direct contribution to

employment

22,320 4.90 2.50 28,081 5.10 2.10

Total contribution to

employment

35,439 7.70 2.70 43,837 7.90 1.90

(Source: Travel and Tourism Economic Impact 2014 (India) – World Travel and Tourism Council)

Inbound tourism in India

After witnessing an increase of 10% during 2013 when compared to 2012, inbound tourism in India made a

strong increase of nearly 8.2% in 2011 and is expected to further increase at a good pace in the coming years.

With the strengthening of the rupee, incoming tourists receipts increased by 7.5% in current value terms in 2013.

As in the previous years, the U.S. and the United Kingdom remained the top two largest source countries in

India. In order to boost inbound tourism in India, the Indian government has instituted a host of initiatives under

the 'Atithi Devo Bhava' umbrella to encourage and attract foreign tourists. (Source: Website of the Ministry of

Tourism, Government of India)

Arrivals by Country of Origin: 2008 – 2015 (forecast)

‘000 trips

Country 2008 2009 2010 2011 2012f 2013f

U.K. 932 706 855 848 862 1,007

U.S. 790 642 737 796 860 942

Canada 201 180 205 223 238 258

France 255 188 210 237 234 251

Germany 232 147 203 252 257 291

Sri Lanka 180 187 206 226 242 259

Japan 127 84 116 109 119 127

Australia 162 143 165 164 183 228

Malaysia 129 126 142 153 161 173

South Korea 81 82 96 103 109 120

Note:

f = BMI Forecast

Source: UNWTO and Ministry of Tourism, Government of India, cited by Business Monitor International – India Tourism

Report 2012.

Outbound tourism

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According to the Pacific Asia Travel Association, India is one of the fastest growing countries for outbound

travel in the world. With the recovering economy, improved consumer confidence and attractive tour packages, a

higher number of tourists travelled overseas in 2013, registering 11.4% growth in Indian outbound tourists.

The number of Indian nationals' departures from India during 1991 was 1.9 million, which rose to 12.99 million

in 2010 with a compound annual growth rate (CAGR) of 10.5%. The number of Indian nationals' departures

from India during 2013 registered a growth of 11.4% over 2012. 'Euromonitor International' predicts that in the

period between 2010 and 2015, Indian outbound tourism is expected to increase by a CAGR of 12%. (Source:

India Tourism Statistics 2010, Ministry of Tourism Government of India).

In line with the historic trend, in 2010 the most outbound tourists visited Singapore, the United Arab Emirates

and Thailand. Although from a small base, Nepal and Sri Lanka were the fastest growing destinations in 2010.

Apart from the regular tourist destinations such as Singapore, Malaysia and Thailand, the desire to explore new

places is diverting tourists towards news destinations, such as the Middle East, Egypt, Indonesia and Italy.

(Source: India Tourism Statistics 2010, Ministry of Tourism, Government of India)

Departures by Destination: 2008-2015 (forecast)

‘000 trips

Country 2008 2009 2010 2011 2012f 2013f

Singapore 830 942 1,060 1,164 1,284 1,421

Bahrain 745 840 946 1,039 1,146 1,270

Kuwait 700 799 882 965 1,062 1,165

Saudi Arabia 561 605 654 697 746 803

USA 557 622 694 758 831 915

Thailand 547 615 691 758 834 923

China 527 596 672 740 817 907

Malaysia 409 466 529 586 649 723

UK 450 634 653 730 835 900

Hong Kong 203 209 217 223 231 239

Domestic Tourism

Domestic tourism is vital for the growth of Indian tourism. Despite economic downturn, domestic tourism

increased steadily in the country, and is expected to grow further. With increasing disposable income and surging

trend of short trips and weekend getaways, in 2010 the number of domestic tourists trips increased by 10.7%,

with the CAGR for domestic tourist visits to all states in India from 1991 to 2010 being 13.5%. In 2010,

domestic tourist expenditure saw growth of 15% in current value terms, and this growth trend is expected to

continue on account of the increasing willingness of travellers to spend money. Due to the growing trend of

holidaying amongst Indians, the 'Research and Markets' forecast for domestic tourism in India predicts an

increase by a CAGR of 12.29% in volume terms over the period from 2008-2015. (Source: Indian Tourism Statistics

2010, Ministry of Tourism, Government of India; India Tourism – Market Entry Report, Overseas Indian Felicitation Centre)

Key drivers for growth of travel and tourism market in India

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Robust economic growth

With the Indian economy consistently clocking high growth rates in recent years, business travel and the MICE

segment has seen an uptick opening up greater business opportunities for both Indian companies (within India

and abroad) and multinational companies (within India). Investments into tourism infrastructure is also receiving

fillip as better roads, new hotels and greater connectively to travel destinations encourages more people to travel.

High disposable income

Reflecting the country's economic prosperity, the disposable income of Indian middle class and their propensity

to spend has increased. More Indians are travelling to both overseas and domestic destinations. With India

emerging as a big spender on leisure travel, several foreign countries have begun promoting themselves as

attractive leisure destinations to Indian tourists, resulting in a further increase in Indians travelling abroad. With a

fast emerging middle class, the target audience for the travel and tourism industry is expected to grow at a CAGR

of 15% over 1985-2015.

Government initiatives

The Indian government has launched several marketing campaigns (for example "Incredible India" campaign

within India and abroad) has resulted in Indian destinations seeing more tourists from both abroad and within

India).Further, hosting international events such as Commonwealth Games and leveraging this platform to

highlight several travel destinations with the country has also resulted in attracting tourists. (Source: India Tourism

Statistics 2010 and website of the Ministry of Tourism, Government of India).

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OUR BUSINESS

The following information is qualified in its entirety, and should be read together with the more detailed

financial and other information included in this Placement Document, including the information contained in

“Risk Factors”. In this section, references to, the "Company", "Our Company", or the "Issuer" are to Cox &

Kings Limited on an unconsolidated basis, references to "we", "us", "our" are to Cox & Kings Limited and all its

Subsidiaries where relevant, on a consolidated basis.

Overview









Our “Cox & Kings” brand has evolved over a period of more than 250 years, and was ranked first in a survey of

“Top Brands in India” (2008), conducted by research agency, TNS and co-funded by Media magazine. We have

won numerous awards, including the award for the "Favourite Outbound Tour Operator" (2014) by Outlook

Traveller, and "Favourite Specialist Tour Operator" (2013) by Condé Nast Traveller Readers.


















respectively.

Our Competitive Strengths

One of the largest Travel and Tour Companies in India with a strong brand recognition

We believe we are one of the largest travel and tour companies in India. Our brand “Cox & Kings”, which has

evolved over a period of more than 250 years, is one of the oldest, and we believe, one of the most recognized,

names in the travel and tourism industry. “Cox & Kings” was ranked first in a survey of “Top Brands in India”

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(2008), conducted by research agency TNS and co-funded by Media magazine. We also have won several

prestigious awards for our services, including “Favourite Outbound Tour Operator” and “Favourite Inbound Tour

Operator” awarded by The Outlook Traveller (2014), “Favourite Specialist Tour Operator - 1st Runner-Up”

awarded by Condé Nast Traveller Readers (2013), “Best Outbound Tour Operator” awarded by ITCTA (2013),

“India's Leading Tour Operator” and “India's Leading Travel Agency” awarded by World Travel (2013), “Best

Outbound Tour Operator” awarded by Hospitality India & Explore the World Annual International Awards

(2013), “Best Inbound Tour Operator” awarded by TAAI (2013), “Best Company providing Foreign Exchange in

India” awarded by CNBC Awaaz (2013) and “Award for Contribution to the Promotion of Taiwan Tourism in

2013” awarded by Taiwan Tourism (2013). We have created several strong brands in India. Our Duniya Dekho

brand caters to overseas group tours, our Bharat Dekho brand caters to our domestic group tours in India, the

Gaurav Yatra brand caters specifically to the Jain and Gujarati communities, our Anand Yatra brand caters to the

Marathi community in India, and our Luxury Escapades brand is tailored to premium overseas individual

travellers.

We believe that providing a superior service experience to customers is among the most important success

factors in the travel and tourism industry. Our long track record of providing high-quality travel and tour

services, as evidenced by our strong brand name and recognition and the numerous awards we have received,

have enabled us to become a leader in the Indian travel and tour industry.

Bouquet of market leading brands across various geographies

We have several market leading brands across the UK, the Netherlands, India and the United States in each of

our market segments. In the UK, the Cox & Kings brand is a specialist brand for premium leisure tours, our PGL

brand is the market leader for residential outdoor activity trips for primary students, our NST brand is a leader for

study visits and tours for secondary students and our Explore brand is one the leading brands in the UK for soft

adventure travel tours. We believe in offering complete travel solutions for our holiday packages, including visa,

insurance and foreign exchange.

The products and services that we offer through our brands have won several awards, in India and

internationally. Some of the recent awards include the Indian National Tourism Awards 2013 awarding Cox &

Kings Ltd. with ‘Best Overseas Tour Operator to India from the UK’ award, SPAA 2013 awarding Superbreak

with ‘Best U.K. Holiday Company’, British Travel Awards 2013 awarding Explore with ‘Best Medium Holiday

Company for Safari, Wildlife and Nature’ award, Travel+Leisure World’s Best Awards 2012 ranking C&K US

as ‘One of the Best Tour Operators for Africa’. Our PGL brand is the market leader for residential outdoor

activity trips for primary students and has won several awards, including “Winner - For our outstanding

contribution towards supporting young people through the power of PE and sport”, Youth Sport Trust Business

Awards, 2012, and “Best Youth Operator to France, 2012”, Atout France, the Tourism Development Agency of

France. Our NST brand is the market leader for study visits and tours for secondary students, Explore is one the

leading brands in the UK for soft adventure travel tours and has won the awards for “Best Adventure and

Activity Specialist” by Travel Bulletin Star Awards (2013). Our Superbreak brand has won awards for "Best

Hotel Booking Company” by SPAA Travel Awards (2013) and “Best Operator UK Holidays” by Travel Weekly

Globes (2014). We believe the awards we have won are a reflection of the strength of our market leading brands

across various geographies.

Expansive Distribution Network across Our Worldwide Operations

We believe that a strong distribution network is essential to expand our customer base in the travel and tours

industry, and we therefore have constantly focused on strengthening our reach. We have a strong distribution

network with a mix of retail distribution through shops, franchise outlets, direct distribution through call centre

agents and the Internet and through our channel partners. In India, we distribute our products and services

through 241 points of presence covering 131 cities across 24 states, comprising 12 branch sales offices, over 143

franchisee sales shops, and 86 agents. In the UK, we sell our leisure packages through several high street agents

including TUI, Thomas Cook and Countrywide. In Australia, we distribute our products through the leading

92

travel retail agent chains. We also generate significant revenues for all our international geographies from our

direct marketing channels, including bookings made through call centre agents or the Internet.

We operate branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in Russia, Brazil,

Germany and South Africa to strengthen our global sales and service network. In the education travel segment,

our direct sales teams of PGL and NST directly reach out to our key clients. In the case of Meininger, we sell

through a mix of online bookings agent and direct marketing (website, call centre and walks-ins). We are a

shareholder member of Radius Inc, a consortium of leading business travel agents present in more than 3,600

locations across approximately 80 countries.

Strong Technology Platform

Technology is critical for our business. We have developed and implemented a comprehensive central

reservation technological platform for our travel products and services. Our business partners and clients can

make reservations of flights, excursions, transfers, hotels and other services online and design packages

dynamically. Our platform enables us to rapidly exapnd our franchisee network and is supported by CRM

software that improves our business efficiencies in terms of reduced turn-around time (TAT) and increased

business handled per employee. Our technology also enables us to provide white label/co-branded offerings for

clients such as Jet Escapes. We have also built-in online payment gateways, which are well integrated to our

existing technology platform. We use data-management software, including ERP, and have integrated our

computer reservation systems (CRS) with our mid and back office. We have a dedicated call centre with

appropriate technology infrastructure and staffed with well informed and efficient executives. We believe that

the technologies we use in our operations give us a significant competitive edge by enabling us to manage our

unified access to hotel reservations and airline tickets in an effective manner to minimize costs.

Experienced management team

We are led by an experienced management group that has worked and has been associated with the travel

industry for many years and developed the skill, expertise and vision to continue to expand our business in new

markets. Our operations are overseen by a professional management team, under the guidance of the Chairman,

Mr. A. B. M. Good and Directors, Mr. Ajay Ajit Peter Kerkar and Ms. Urrshila Kerkar.

We believe that the strategic leadership and direction provided by our management team enables us to explore

new opportunities while strengthening our current operations. For further information on our management team,

please see "Board of Directors and Senior Management".

Our Business Strategy

Continue to consolidate product sourcing operations globally

We have rapidly grown our business operations in recent years, organically and through acquisitions. Since 2008,

we have increasingly leveraged the size of our global operations to consolidate buying efforts. We believe that

this initiative has enhanced our bargaining power with our vendors, thereby generating significant cost savings

by consolidating buying for air travel, hotel accommodations, car rentals and ground handling services. We

believe that this has also enabled us to offer competitive travel packages to our leisure customers and business

clients, thereby increasing our customer base and revenues. We intend to leverage increased business volumes in

Europe and other international destinations to continue consolidating our product sourcing operations globally,

particularly hotel aggregation and adventure aspects of the leisure segment of our business, to generate cost

savings and improve our profitability. Further, we also intend to continue to consolidate our various other

expenditures like capital expenditure on information technology systems and marketing costs to benefit from

economies of scale.

Capitalizer on our global platform to enhance and cross sell our product and service offerings

http://www.radiustravel.com/

93

We intend to capitalize on our global platform to enhance and cross sell our products across each of our market

segments in the geographic regions where we operate. For instance, we intend our global platform to provide

ground handling services in destinations used by our outbound customers, thereby maximising profits and

ensuring quality control for our services. Similarly, we also intend to use our product expertise to introduce

similar products in new geographies tailored to suit local requirements and sensibilities. For instance, we are

exploring the possibility of introducing our educational tour products into markets such as India. We also intend

to expand our hotel aggregation business to include non-European hotels, particularly hotels in Australia, India,

the Middle East and the Far East. We also intend to market our Meininger properties to our current customer

base in India and other geographies.

Consolidate our presence in the leisure travel segment in India

We intend to leverage our significant presence in the leisure travel market in India to capitalize on India’s

resilient economy. The rise in disposable income and aspiration levels of Indian consumers make them a key

target segment for our future growth. With international travel becoming progressively more affordable, we

believe that this trend will accelerate, and that there will be an increase in the number of people choosing to

travel outside India for leisure. We also believe that the fragmented travel market in India presents an

opportunity for large organized travel and tour operators, such as us, to capture a greater share of the market. We

continue to expand our ground handling activities in certain overseas locations which cater to our outbound

customers, thus enabling cost reduction and better-personalised services for Indian outbound clients. We believe

that travel tours are increasingly being used by corporates in India to incentivize their employees or their

suppliers and distributors, and we intend to continue leveraging our market position and product offerings to

capitalize on the opportunities presented by this rapidly growing segment of leisure travel.

Further expand our global distribution network

We intend to further expand our distribution network infrastructure across all markets. In India, we seek to

improve market penetration by adding franchised shops that exclusively offer our products and services. In our

franchisee model, the franchisee is permitted to operate a travel outlet based on our business concept with the use

of our brand name. In our international markets, we will continue to focus on boosting our agent network and

call centre sales support. We will also evaluate new jurisdictions in which a local distribution presence (through

branches or representative offices) will contribute to our growth and profitability. We also have made

investments into growing our online channels for conducting travel business. Our websites in various countries

offer comprehensive travel solutions to our online customers, who can purchase airline tickets, make hotel

reservations, obtain logistic support, or purchase tour packages. Our websites also enable users to purchase any

combination of the above and customize their holiday. We believe that our online initiatives allow us to

capitalize on the rise in the number of internet users in these markets and thereby reach a wider customer base.

We intend to grow our PGL and Meininger product offerings in new markets

We believe the education travel segment offers significant growth opportunities, and that we are well positioned

to consolidate our market share in this segment in the UK and Europe. We are also well placed to leverage our

product expertise in this segment to grow our presence in Australia where we have recently introduced PGL and

in other newer markets including India in order to benefit from a first mover advantage. Further, we also intend

to expand our budget accommodation offering targeted at student tour groups and young urban travellers through

our Meininger brand by adding new properties in Europe, where we have signed four new hotel leases that we

expect to be operational within the next two to three years.

Business Description

Our business primarily focuses on the following market segments: Leisure Travel and Education Travel.

Leisure Travel

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Leisure travel has historically been the largest business for us. We provide tour operator services, hotel

aggregation and destination management services under our leisure travel segment. Our tour operator services

principally involve providing outbound packaged tours to customers in Australia, Dubai, India, Japan, the U.K.

and the U.S. travelling on leisure packages to overseas destinations. We also provide packaged tours for

domestic travel to our Indian customers. Our hotel aggregation services focus on offering short break local

packaged tours to customers in the U.K. and the Netherlands. Our destination management services include

ground handling services which cover all aspects of ground tour arrangements, primarily for customers travelling

into Dubai, Europe and India.

Tour Operator Services

Our tour operator services constitute the largest component of our leisure travel business. We design our own

products, comprising customized holiday packages, under exclusive arrangements with direct suppliers and local

agents across the world to suit the travel requirements of group travellers and individuals. Our packages build in

various related services, including air tickets, visa, travel insurance, airport transfer, hotel accommodation and

sightseeing services. Our tour operator services are offered through our offices, franchised shops, our network of

preferred agents, our call centres and through our websites.

We have worldwide coverage in terms of travel destinations. For instance, we arrange leisure trips for our U.K.

customers to destinations in India, Africa, the Far East, the Middle East, Latin America, Australia and

Continental Europe. Likewise, we provide our Australian customers with travel packages to all major European

destinations and various tourist destinations in India, Sri Lanka and the Middle East. We also represent and retail

many international third party products including Star Cruises and Rail Europe that are bundled into our holiday

packages. In addition, we arrange leisure trips within India whether for business travel, holidays, religious

pilgrimages or family visits. We offer several packages ranging from religious pilgrimage tours, education tours,

weekend breaks, activity holidays, spa holidays, budget holidays and summer and beach retreats and touring

holidays.

Our target customer segments for our tour operator services vary from country to country. In India, we offer both

international and domestic tour operator services, across all client segments. In the U.K., U.S., and Japan, we

offer specialized outbound travel services to high-end customers, whereas in Australia and New Zealand, we

offer specialised outbound travel services to mid-market customers. In the UAE, we offer outbound travel across

all client segments.

Hotel Aggregation Services

We offer packaged short breaks into U.K. and Netherlands through our market leading brands Superbreak and

Bookit, respectively. Superbreak typically offers packages for short break holidays within the U.K. and a few

other European locations. The holiday packages offered by Superbreak typically include hotel, transport options

and in some instances theatre tickets, concert and/or event tickets. The brand has a dominant U.K. presence

offering approximately 3,000 U.K. hotels across 1,000 destinations Bookings are made through high street travel

agents, call centres, websites and other affiliate partner channels. Bookit is a leading independent online retailer

of short break holidays in the Netherlands, offering holiday packages which typically include a combination of

accommodation and transport options. Bookit has access to over 2,500 hotels and over 500 bungalow park

destinations in the Benelux, Germany and other European cities

Destination Management Services

We cover all aspects of ground management, including hotel reservations, air or rail ticketing, airport transfers,

landing arrangements, excursion planning, meet and greet services, event planning, meetings and appointments,

conference management and private air charter. We provide destination management services in India, Europe,

Singapore and the UAE under arrangement with various suppliers such as hotels, airlines, transporters, and

guides. In Europe, we provide destination management services under the CKDMS (Cox and Kings Destinations

Management Services) brand. We source significant inbound travel business through our global presence,

through our subsidiaries (India, U.K., Australia, New Zealand, Japan, the U.S. and UAE), branch offices

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(Moscow, Taiwan, Maldives and Tahiti) and representative offices (Spain, Germany, Italy, France, Brazil and

South Africa).

Product Categories under our Leisure Travel Segment

Group Tours. We operate group tours for outbound travel in all our countries of operation in addition to

which we also organise group tours for domestic travel in India. While each tour package is different from the

other in terms of the number of days and destinations, the dates of departure and arrival are fixed in advance.

Apart from selling destination focused packages in all our countries of operations, we also sell interest focused

packages. We organized theme based specialist travel plans for small groups, which brings together a team of

lecturers, all experts in their respective fields and add value to travel itineraries.

Flexible Individual Travellers. We provide customised holidays for flexible individual travellers ("FITs").

These packages which have flexibility and are designed to suit the customer needs unlike group tours which are

standard in nature. We believe this product though complex has good demand and requires better planning and

execution to meet individual needs. These tours are generally booked by people who prefer to travel alone. To

illustrate, the itinerary of a holiday taken by two individuals could be totally different from each other though the

destination may be same. We have experience in handling complex requests associated with FITs and have a

unique internet program that allows and facilitates complex itinerary planning and booking capability. We have

an intensive training program for our staff to enable them to sell complex holidays with efficiency.

Meetings, Incentives, Conferences and Exhibitions in India. We cater to all aspects of conference organising,

business meetings, event management, seminars, exhibitions, product launches and incentives for customers in

India. Every event is designed to meet specific requirements right from the pre-event preparations, during the

event itself and through to post-event settlements. We assist in selection of destinations, providing a choice of

airlines using the most economical route and complete logistic support on ground. Our expertise in this segment

with extensive planning and considerable research ensures our customers have the most comprehensive travel

experience. Leisure travel packages are increasingly being used as an incentive tool by many organisations for

their employees. We work closely with our clients in India to tailor-make a programs best suited to their needs

and budgets. These individual itineraries being created are unique in nature and normally provide us a client with

a long term relationship.

Trade Fairs Customers in India. We also organise group tours for customers in India to attend trade fairs in

countries outside India. Trade fairs for different industries are organised all around the year at different places

and we take participants in such trade fairs with a customised itinerary for their entire schedule. For group tours

organised for our customers to attend trade fairs, we arrange for accommodation, city tours and other add-on

options such as factory visits, buyer-seller meets and an array of value-added services handling the most complex

and exacting business trips anywhere in the world.

Our Brands

India

Brand Markets

Bharat Deko caters to group tours for domestic leisure travel in India and is targeted at

customers in India with families from both the mid-market and affluent segments.

Duniya Dekho caters to group tours for overseas leisure travel targeted at customers in India

with families from both the mid-market and affluent segments.

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Anand Yatra caters specifically to Maharashtrian customers organizing group tours for

domestic leisure travel in India.

Gaurav Yatra caters specifically to Gujarati customers organising group tours to several

European countries.

Flexihol offers customized holiday packages for individual travelers to destinations across

the world.

MICE caters to all aspects of conference organising, business meetings, event management,

seminars, exhibitions, product launches and incentives in India.

Europe

Brand Markets

The brand is known for specialist group leisure travel packages in the U.K.

targeted at customers in the affluent segment (typically in the age group of 50

years and more).

Explore offers specialized soft adventure group tours in the U.K. market

targeted at couples and affluent families (typically in the age group of around 40

years).

Regaldive offers specialist group tour scuba diving operator in the U.K. offering

holidays and diving courses primarily in the Red Sea.

Superbreak, is a leading online provider of packaged short break holidays in

U.K.

Bookit, is a leading online provider of packaged short breaks in Netherlands,

Belgium and Germany

Rest of the World

Brand Markets

Tempo Holidays specialises in fully independent holidays and organised group tours in Australia

targeting customers in the mid-market and affluent segments.

Bentours, specialises in group tours and FIT in Australia operating innovative tours and cruises and

is also considered a leading Scandinavian travel specialist targeting customers in the mid-market

and affluent segments.

Education Travel

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We provide tour packages to students of primary and secondary schools in the U.K. through market leading

brands PGL and NST, respectively. Students who buy packages from our PGL brand participate in residential

outdoor trips to activity centres owned by PGL, located in France, Spain and the U.K. Students buying tours

from our NST brand undertake study visits and tours to destinations across the world. We also own Meininger

Holding GmbH which operates budget hotels for student tour groups and young urban travellers under the brand

Meininger, spread across Austria, Germany, Netherlands, Belgium and the U.K. Our brands EST and Travelplus

cater to accommodations for students seeking higher education in the United Kingdom and German students

seeking gap-year placements, respectively.

PGL

PGL is a market leading brand in the U.K. providing residential outdoor trips to primary school students aged

between eight and 12 years, and operates 25 centres comprising 16 centres across the U.K., seven centres across

France, and one centre in each of Spain and Australia with an aggregate capacity of approximately 9,000 beds.

We own 20 of these centres and lease or hire the remaining five centres. The size of our PGL centres ranges from

40 acres to 250 acres. These centres are equipped with various facilities including student accommodations,

indoor classrooms, meeting rooms, conference halls, swimming pools, football pitches and activity areas. The

activities at the centres are curriculum-based, and personality development activities are conducted by

professional qualified staff at Government accredited centres. These trips are conducted during school terms

typically from February to October. The normal duration of our residential outdoor trips is between three and

five days. Scouts, guides and other youth groups use our PGL centers during the off-season periods (i.e.

weekends). In addition, we also operate residential English language courses for international students during the

off-season months (usually between October to February). The PGL brand currently reaches approximately

5,000 schools in U.K., mostly private schools.

NST

NST is a leading student travel tour operator in U.K., with secondary school students aged between 11 and 16

years, travelling to destinations across the world. We design specialized itineraries for such students to

encompass a broad range of related curriculum topics including drama, music, history, foreign language

immersion.

Meininger

We operate budget hotel properties under the Meininger brand, which caters to student tour groups (such as the

tour groups conducted by NST) and other budget conscious travellers. Each hotel has multiple room

configurations (single bed, twin bed, quad bed or dormitory style beds), and is therefore able to accommodate

different customer segments. Meininger is currently spread across 16 city-centre locations in Europe comprising

nine properties in Germany, four properties in Austria, one property each in Netherlands, Belgium and the U.K.]

with an aggregate capacity of more than 2,000 rooms and 6,000 beds . We intend on adding four new properties

in Berlin, Amsterdam and Paris respectively. All Meininger properties are fully fitted and typically taken on

long-lease from hotel developers.

Other Brands

In addition, to the above, we also have two other specialist brands in the education travel segment – EST and

Travelplus. EST provides customized tours for higher education students in U.K., focused on study visits and

student conferences and Travelplus provides customized tours to student who are planning gap-year travel in

Germany.

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Other Business Segments

In addition to our focus on the leisure and education travel segments, we also provide outsourced visa processing

support across some of our geographies and corporate travel services and foreign exchange services in the Indian

market.

Corporate Travel

We offer customized business travel solutions to our corporate clients through a team of dedicated corporate

relationship managers. Corporate or business travel has witnessed a change from the traditional travel agency

mode to the comprehensive travel management mode, which emphases minimizing the total travel budget for

corporates while maintaining high service standards.

Foreign Exchange

Our foreign exchange division has been licensed by the Reserve Bank of India as authorized dealer-category II.

Our products and services include, retail purchase and sale of foreign currency bank notes and travellers'

cheques, sale of international pre-paid cards, as well as outward remittance facility. Apart from providing service

to the leisure traveller as well as business traveller, the ability to transact in outward remittances provides us with

added revenues from a diverse customer base which include students pursuing studies abroad, persons

undergoing medical treatment overseas, migrant travellers as well as salary and wages to crews on cruise vessels

visiting India.

We are also one of the leading sellers of American Express travellers' cheques in India. Additionally, we are also

one of the leading sellers of foreign currency prepaid cards in India. For example, we sell cards issued by Axis

Bank (travel currency card) which is available in multiple foreign currency types and denomination.

Outsourced Visa Processing business

We provide visa processing services as an outsourced business solution to diplomatic missions in various

countries, performing administrative, logistical and technical tasks related to the processing of visas and

passports, thereby allowing diplomatic missions to focus exclusively on making determinations as to the

applicant’s eligibility. Our current contracts include the Indian embassy in Sweden, Israel, Kuwait, USA, and

operations in India for the Thailand embassy, Japan embassy, Norway embassy and Germany embassy.

We also provide visa services and Marhaba services in India, Russia and Dubai under contract with DNATA.

Distribution

We use different distribution channels for better visibility and sale of our products. In India, we distribute our

products and services through a network of 12 branch sales offices, 143 franchisee sales shops, and 86 sales

agents as of September 30, 2014. Outside India, we operate through our subsidiaries in the U.K. Australia, New

Zealand, Japan, the U.S., UAE, Singapore, Germany, Ireland, France, Spain, Netherlands, Switzerland,

Denmark, Austria, Croatia and Hong Kong. We maintain branch offices in Taiwan, Russia, Maldives and Tahiti,

and representative offices in Russia, Brazil, Germany and South Africa.

We directly retail our products to customer traveller in all our geographies of operations except in Japan, where

we sell premium overseas tour packages to the major wholesale tour operators. The following table sets forth

information relating to our distribution network for our global operations.

We are a shareholder member of Radius Inc, a consortium of leading travel agents present in more than 3,600

locations across approximately 80 countries. The unique strength of Radius lies in its ownership structure of

travel agencies. Most agencies are among the top players in their national markets, ensuring a powerful, expert

local presence hand-in-hand with extensive global coverage. Radius grants membership on an exclusive basis

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with reference to geographical territory. Through Radius, we have access to all businesses in India originating

through other Radius partners outside India through referrals.

We have launched websites in each of our markers for internet sales. These user friendly websites sell our

products real time. We believe that with the number of internet users increasing, the web platform will continue

to help the company to capture additional market of those travellers who prefer to do their travel purchase online.

The website serves as a complete travel solution offering a user the choice to purchase any item from an airline

ticket to a complete tour package. The website also offers a user the choice to purchase any combination of

product. We believe that application of such state of the art web technology allows us to capture a whole new

client base.

Competition

We operate in a highly competitive market. We face stiff competition from other players operating in this sector

and, in some markets like India, from the unorganized sectors which can adversely impact our operations and

profitability. There are several strategies adopted by our competitors to increase their market share through

advertising, pricing, service, new product introductions and distribution reach. Pricing is one of the factors that

plays an important role in our customers' selection of our products. We believe that our brands are well respected

and recognized in the market today. Continuing efforts towards building and sustaining our brands will be

critical for the recognition of our services.

Employees

As of September 30, 2014, we had more than 3,500 permanent employees, 1,700 contract employees,

particularly in our Education Travel segment, comprising approximately 2,000 employees in India and the

remaining located in the United Kingdom, Netherlands, Germany, Australia, Japan, Dubai, the United States,

New Zealand and France.

Insurance

We have a variety of insurance policies currently in effect, including group medi-claim, money insurance, office

asset insurance, directors’ and officers’ liability, commercial general liability and professional indemnity

policies.

Awards and Recognition

Cox and Kings, India

“Favourite Outbound Tour Operator”, The Outlook Traveller Awards, 2014

“Favourite Outbound Tour Operator”, The Outlook Traveller Awards, 2014

“Favourite Specialist Tour Operator – 1st Runner-Up”, Condé Nast Traveller Readers’ Travel Awards, 2013

“Best Outbound Tour Operator”, ITCTA, 2013

“India’s Leading Tour Operator”, The World Travel Awards, 2013

“India’s Leading Travel Agency”, The World Travel Awards, 2013

“Best Outbound Tour Operator”, Hospitality India & Explore the World Annual International Awards, 2013

“Best Inbound Tour Operator”, TAAI Travel Awards, 2013

“Best Company providing Foreign Exchange in India”, CNBC Awaaz Travel Awards, 2013

“Contribution to the Promotion of Taiwan Tourism in 2013”, Taiwan Tourism, 2013

Cox & Kings U.K.

“Best Luxury Operator”, Globe Travel Awards, 2012

“Best Specialist All Inclusive Tour Operator”, British Travel Awards, 2011

“Specialist Tour Operator-runners up”, Telegraph Travel Awards, 2011

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PGL

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

Explore

“Best Medium Holiday Company for Escorted Tours”, British Travel Awards, 2013

“Best Medium Holiday Company for Safari, Wildlife and Nature”, British Travel Awards, 2013

“Best Adventure/Activity Specialist”, Travel Bulletin Star Awards, 2013

Superbreak

“Best Operator UK Holidays”, Travel Weekly, January 2014

"Best UK Holiday Company", SPAA, 2013

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SUBSIDIARIES AND BRANCHES

Details of Subsidiaries (as of September 30, 2014)

S. No. Name of Subsidiary S. No. Name of Subsidiary

1. Cox & Kings (UK) Ltd. 28. Cox & Kings Asia Pacific Travel Ltd

2. C & K Investments Ltd. 29. Cox and Kings Global Services Private Ltd

3. Cox & Kings (Agents) Ltd. 30. Quoprro Global Services Pvt. Ltd.

4. Cox & Kings Finance (Mauritius) Ltd. 31. Cox and Kings Global Services (Singapore)

Pte. Ltd.

5. Cox & Kings Enterprises Ltd. 32. Cox & Kings Global Services Management

(Singapore) Pte. Ltd.

6. Cox & Kings Finance Ltd. 33. Cox & Kings Global Services LLC

7. Cox & Kings Holdings Ltd. 34. Cox and Kings Consulting Service (Beijing)

Co. Ltd.

8. Cox & Kings Shipping Ltd. 35. Quoprro Global Hellas

9. Cox & Kings Special Interest Holidays Ltd. 36. Cox and Kings Gmbh

10. Cox & Kings Tours Ltd. 37. Quoprro Global Services Pte. Ltd.

11. Cox & Kings Travel Ltd. 38. Quoprro Global Services Pvt. Ltd.

12. East India Travel Company Inc. 39. Cox & Kings Egypt

13. ETN Services Ltd. 40. Cox & Kings Global Services Lanka Pvt.

Limited

14. Grand Tours Ltd. 41. Cox and Kings Destinations Management

Services Pvt. Ltd.

15. Clearmine Ltd. 42. Prometheon Enterprise Ltd.

16. Cox & Kings Destination Management

Services Ltd.

43. Prometheon Holdings (UK) Ltd.

17. Cox and Kings (Australia) PTY Ltd. 44. Prometheon Limited

18. Cox and Kings Nordic PTY Ltd. 45. Holidaybreak Limited

19. Tempo Holidays NZ Ltd 46. SASu Le Chateau d’Ebblinghem

20. Tempo Holidays PTY Ltd 47. SARL Chateau d’Ebblinghem

21. Quoprro Global Ltd. 48. PGL Air Travel Ltd.

22. Cox & Kings Global Services Sweden AB 49. PGL Voyages Ltd.

23. Prometheon Holdings Private Ltd 50. PGL Travel Ltd.

24. Prometheon Holdings Ltd 51. PGL Adventure Ltd.

25. Cox & Kings Singapore Pvt. Ltd. 52. Freedom of France Ltd.

26. Cox & Kings Tours LLC 53. Noreya SL

27. Cox & Kings (Japan) Ltd. 54. PGL Adventure SAS

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55. Edge Adventures Limited (formerly known as

Keyline Continental Ltd.)

84. Travelworks UK Limited

56. Simpar Sasu 85. Hole In The Wall Management Limited

57. Chateau de Lamorlaye SCI 86. Holidaybreak Hotel Holdings Limited

58. SCI Domaine de Segries 87. Holidaybreak Hotel Holdings GmbH

59. European Study Tours Ltd. 88. Meininger Amsterdam Amstelstation BV

60. NST Holdings Ltd. 89. PGL Travel PTY Limited

61. NST Travel Group Ltd. 90. PGL Property PTY Limited

62. PGL Group Ltd. 91. PGL Adventure Camps PTY Limited

63. EST Transport Purchasing Ltd. 92. Meininger Amsterdam B.V.

64. Explore Worldwide Ltd. 93. Meininger Shared Services Gmbh

65. Explore Aviation Ltd. 94. Meininger Berlin Hauptbahnhof Gmbh

66. Explore Worldwide Adventures Ltd. 95. Meininger “10” Hamburg Gmbh

67. Regal Diving and Tours Ltd. 96. Meininger Airport Frankfurt Gmbh

68. Superbreak Mini-Holidays Ltd. 97. Meininger Brussels Gmbh

69. Business Reservations Centre Holland BV 98. Meininger West Gmbh & Co. Kg

70. Bookit BV 99. Meininger West Verwaltungs Gmbh

71. BV Weekendjeweg.nl 100. Meininger “10” City Hostel Köln Gmbh

72. Business Reservations Centre Holland

Holding BV

101. Meininger “10” Frankfurt Gmbh

73. Superbreak Mini Holidays Group Ltd. 102. Meininger Nürnberg Gmbh

74. Holidaybreak Trustee Ltd. 103. Meininger “10” City Hostel Berlin-Mitte Gmbh

75. Holidaybreak Holding Company Ltd. 104. Meininger “10” Hostel Und Reisevermittlungs

Gmbh

76. Holidays Ltd. 105. Meininger Airport Hotels Bbi Gmbh

77. Holidaybreak Education Ltd. 106. Meininger Brussels Gmbh

78. NST Ltd. 107. Meininger West Gmbh & Co. Kg

79. NST Transport Services Ltd. 108. Meininger West Verwaltungs Gmbh

80. Holidaybreak Quest Trustee Limtied 109. Meininger “10” City Hostel Köln Gmbh

81. Hotelnet Limited 110. Meininger “10” Frankfurt Gmbh

82. SAS Travelworks France 111. Meininger Oranienburger Straße Gmbh

83. Travelplus Group Gmbh 112. Meininger Nürnberg Gmbh

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113. Meininger “10” City Hostel Berlin-Mitte Gmbh 120. Meininger Hotelerrichtungs Gmbh

114. Meininger “10” Hostel Und Reisevermittlungs

Gmbh

121. Meininger Wien Gmbh

115. Meininger Airport Hotels Bbi Gmbh 122. Meininger Wien Schiffamtsgasse Gmbh

116. Meininger Potsdamer Platz Gmbh 123 Meininger Holiding GmbH

117. Meininger Barcelona Gmbh 124. Meininger Paris SCI

118. Meininger City Hostels & Hotels Gmbh 125. Meininger Finance Company Ltd

119. Meininger Limited

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Details of branches in India

S. No. Location of

Branch

Address

1 Hyderabad Anam Plaza, MCH 8-2-618, Road No 11, Lane Opp Care Hospital, Banjara Hills,

Hyderabad - 500 034

2 Goa 502, Kamat Towers, EDC Complex, Patto Plaza, Panaji, Goa - 403001

3 Bangalore No.22, BMH Complex, K. H. Road, Bangalore - 560 027

4 Kochi Darragh Smail Chambers, 39/6822, 1st Floor, M.G Road, Ravipuram, Kochi -

682015

5 Ahmedabad 20/21, Sanskar Complex, Next to Ketav Petrol Pump,Polytechnic Road, Ambawadi,

Ahmedabad - 380 015.

6 Jaipur Tirathraj Apartment, Ground Floor, Jacob Road, Civil Lines, Jaipur - 302 006

(Rajasthan)

7 Pune Mansurali Towers, 1st Floor, S.No.353 / part II, Behind Axis Bank, Boat Club

Road, Pune - 411001

8 Chennai Karuna Corner 10, Spur Tank Road, Chetpet, Chennai - 600031

9 Kolkata 6, Little Russel Street, Kankaria Estate, Gr. Floor, Kolkata - 700071

10 Mumbai Turner Morrison Building,16 Bank Street, Fort Mumbai - 400001

11 Delhi Alps Building (Central Block), Ground Floor , 56 Janpath, New Delhi - 110001

12 Mumbai Vaman Centre, Makwana Rd, Marol, Andheri-E, Mumbai-400059

13 Delhi Block A & B, Kamal Cinema Commercial Complex, Safdarjung Enclave, New

Delhi - 110029

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REGULATIONS AND POLICIES

The following description is a summary of certain sector specific laws and regulations in India, which are

applicable to us. The information detailed in this chapter has been obtained from publications available in the

public domain. The regulations set out below are not exhaustive, and are only intended to provide general

information to prospective investors and are neither designed nor intended to be a substitute for professional

legal advice.

1. Foreign Exchange Regulations

We are registered with the RBI as an Authorised Dealer – Category II (the Authorised Dealer) under Section 10

of the Foreign Exchange Management Act, 1999 (the FEMA) to deal in foreign exchange. We are required to

undertake all transactions for sale/purchase of exchanges within the authorisation granted by the RBI.

Contravention of the RBI directives or a failure to furnish the prescribed returns can result in the imposition of

penalty under Section 11(3) of the FEMA. In case of any contravention of a provision of the FEMA, or any rule,

regulation, notification, direction or order issued in exercise of the powers under the FEMA or of any condition

subject to which an authorisation is issued by the Reserve Bank, a penalty in accordance with Section 13 of the

FEMA may be imposed. If the contravention has been committed by a company, any person who was in charge

of, or was responsible to the company for the conduct of its business is liable to be punished except if it is proven

that the contravention took place without his knowledge and provided that he had exercised due diligence.

The following are various rules, regulations and policies under the FEMA that are applicable to our Company:

(a) Foreign Exchange Management (Possession and Retention of Foreign Currency) Regulations, 2000

These regulations provide the limit within which any person may possess or retain foreign currency or foreign

coins. According to this regulation, any authorised person can, within the scope of his authority, possess foreign

currency and coins without limit.

(b) Master Circular on Remittance Facilities for Non-Resident Indians/Persons of Indian Origin/Foreign

Nations (Master Circular No. 8/2014-15 dated 1-7-2014) issued by the RBI

This master circular consolidates the existing instructions on the subject of remittance facilities for non-resident

Indians (NRIs), persons of Indian origin (PIOs) and foreign nationals. Further, this master circular has been

issued with a sunset clause on one year. This circular will stand withdrawn on July 1, 2015 and be replaced with

an updated master circular on this subject.

According to this circular, an Authorised Dealer, among other activities, is permitted to remit money outside

India on behalf of NRIs, PIO and foreign nationals, which has been, among other things, received by the NRIs,

PIO and foreign nationals by way of sale of assets in India, towards salary and educational fees by students going

abroad for studies. Students going abroad for education are treated as NRIs. As NRIs, such students can receive

remittance from India (i) up to U.S.$ 100,000 from close relatives on self declaration, towards maintenance,

which includes remittance towards education also; (ii) up to U.S.$ 1,000,000 per financial year out of sale

proceeds of assets/balances in their account maintained with an Authorised Dealer bank in India; and iii) up to

the limits (currently U.S. $ 125,000) per financial year under a scheme known as the liberalised remittance

scheme (Liberalised Remittance Scheme).

(c) Master Circular on Miscellaneous Remittances from India – Facilities for Residents (Master Circular No.

6/2014-15 dated 1-7-2014) issued by RBI

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This master circular consolidates the existing instructions on the subject of "Miscellaneous Remittances from

India – Facilities for Residents". This master circular has been issued with a sunset clause on one year. This

circular will stand withdrawn on July 1, 2015 and be replaced with an updated master circular on this subject.

The master circular provides that the RBI shall grant licenses to certain entities as Authorised Dealers-Category

II to undertake non trade current account transactions. The circular also specifically provides for the non-trade

current accounts transactions for which Authorised Dealers-Category II are authorised to release/ remit foreign

exchange (such as private visits, remittance by tour operators/ travel agents to overseas agents/principals/hotels,

visa fees, remittance for participation in international events, competitions, etc.)

The circular provides that Authorised Dealers may release foreign exchange for travel purposes on the basis of a

declaration given by a traveller regarding the amount of foreign exchange availed during the financial year. In

case of travellers' cheques, the traveller should sign cheques in the presence of an authorised official and the

purchaser's acknowledgment for receipt of traveller's cheques should be held on record. This circular also

specifies the limit up to which foreign exchange in the form of foreign currency notes and coins may be sold to a

traveller. Further, Authorised Dealers are advised to retain documents relating to the sale of foreign exchange for

a period of one year.

Additionally, an Authorised Dealer may release foreign exchange up to U.S.$ 100,000 on the basis of self-

declaration by an applicant, to enable residents to avail of foreign exchange for medical treatment abroad.

An Authorised Dealer can release foreign exchange for private visits by a person for travel outside India for any

purpose up to the applicable limit specified in the relevant rules.

An Authorised Dealers may remit foreign exchange at the request of a traveller or an agent towards the hotel

accommodation or tour arrangements of a traveller but the remittance should be out of the foreign exchange

purchased by the traveller from an authorised person. An Authorised Dealer may open foreign currency accounts

in the name of agents in India who have arrangement with hotels/ agents abroad. An Authorised Dealer may

allow tour operators to remit cost of rail/ road/ water transportation without the prior approval of the RBI.

The Authorised Dealers may accept payment in cash up to ` 50,000 against sale of foreign exchange. Any

amount exceeding ` 50,000 should be received only by crossed cheque, demand draft or a pay order. Amounts

exceeding ` 50,000 can also be paid by debit/ credit / prepaid cards provided i) the know your customer/ anti

money laundering guidelines are complied with; ii) sale of foreign currency or issue of foreign currency

travellers' cheques is within the limits prescribed by the bank and iii) the purchaser of foreign currency or foreign

currency travellers' cheques and the credit/debit/prepaid card holder is one and the same person. Authorised

Dealers may allow advance remittance for import of services. Authorised Dealer may issue guarantee on behalf

of their customers importing services.

Under the Liberalised Remittance Scheme, an Authorised Dealer may freely allow remittance by a resident

individual of upto U.S.$ 125,000 per fiscal year for permitted current or capital account transactions or a

combination of both.

(d) Master Circular on Memorandum of Instructions governing money changing activities (Master Circular

No. 10/2014-15 dated 1-7-2014) issued by RBI (Money Changing Instructions)

This master circular consolidates the existing instructions on the subject of "Memorandum of Instructions

governing money changing activities". This master circular has been issued with a sunset clause on one year.

This circular will stand withdrawn on July 1, 2015 and be replaced with an updated master circular on this

subject.

Authorised Money Changers (the AMCs) are entities authorised by the RBI under Section 10 of the FEMA to

purchase foreign exchange from residents and non residents visiting India and to sell foreign exchange for

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certain approved purposes. An AMC may either be Full Fledged Money Changer (the FFMC) or Restricted

Money Changer.

In terms of the master circular, an AMC/ franchisee may freely purchase foreign currency notes, coins and

travellers cheques from residents as well as non-residents. AMCs may sell foreign exchange up to the prescribed

ceiling (currently U.S. $ 10,000) specified in Schedule III of the FEMA (Current Account Transaction) Rules,

2000 (the FEMA Rules) during a fiscal year to persons resident in India for undertaking one or more private

visits to any country abroad (except Nepal and Bhutan). AMCs can sell Indian Rupees to foreign tourists or

visitors against international credit cards and promptly reimburse the same. AMCs may convert unspent Indian

currency held by non-residents at the time of their departure from India into foreign currency, provided a valid

encashment certificate is provided. AMCs should issue certificate of encashment when demanded and maintain

proper records. The customers should be notified in cases where the encashment certificate is not issued, that

unspent local currency held by non-residents will only be converted on the production of valid encashment

certificate.

AMCs can purchase foreign currency from other AMCs but the payment for the purchase should be made by

crossed cheques/ demand draft/ bankers cheques or pay orders. AMCs may sell foreign exchange to resident

Indian citizens for taking private visits abroad but on the basis of the declaration given by the traveller. AMCs

may sell foreign exchange to travellers for business travel, conference, etc. The sale of foreign exchange should

only be made on personal application and identification of traveller. Any payment in excess of ` 50,000 should

be received only by crossed cheques/ demand drafts. AMCs should display the rates of exchange at a prominent

place in or near the public counter. AMCs can obtain their normal business requirement of foreign currency from

other AMCs against payment in rupees by account payee crossed cheques or demand drafts. If required, AMCs

should seek the RBI's permission to import foreign exchange into India. AMCs may export excess foreign

currency to an overseas bank or a private money changer through an authorised dealer.

The AMCs should submit to the RBI details of transactions above U.S.$ 10,000 within the tenth calendar day of

each month. The AMCs should have a concurrent audit of the transactions undertaken by them. AMCs should

apply for the renewal of license at least one month in advance of expiry of the license. If the AMCs want to

provide money changing facility at some location other than one given in the license, special permission of the

RBI is required. RBI may revoke the license granted if it is in public interest or if the terms of the license have

not been fulfilled.

The Full Fledged Money Changers (the FFMCs) should submit to the RBI consolidated statement in Form FLM

8. The RBI has permitted the Authorised Dealers and FFMCs to enter into agency/ franchisee agreements with

entities for the purpose of carrying on Restricted Money Changing business i.e. conversion of foreign currency

notes, coins or travellers' cheques into rupees. The approval will be granted by the RBI on a one time basis and

thereafter new franchisee agreements will be reported on a post facto basis. The franchisers are free to determine

the tenor of the arrangement through mutual agreement. Further, the agency/ franchisee agreements much

include provisions on display of exchange rates by the franchisee, names of the franchiser, the surrender of

collection to franchiser (which must be within a maximum period of 7 working days), maintenance of proper

records of transaction by the franchisee and on-site inspection of the franchisee by the franchisor (which must be

conducted at least once every year.

2. Guidelines for recognition

(a) New guidelines for recognition as approved inbound tour operator have been introduced from August 27,

2007, revised with effect from July 18, 2011 (the Inbound Tour Operators Guidelines)

The Inbound Tour Operators Guidelines encourage quality standards and services by inbound tour operators to

promote tourism in India. Some of the important conditions that are to be fulfilled by the inbound tour operator

for grant of recognition by the Ministry of Tourism are that the application should be made and submitted in the

prescribed format and the inbound tour operator must have a minimum paid up capital of ` 300,000 (` 50,000 in

the case of North-Eastern, remote or rural areas), minimum office space of 150 square feet (100 square feet for

108

offices in hilly regions), which must be equipped with basic facilities such as telephone, fax and computer

reservation system, reception, etc. and the turnover in foreign exchange by the tour operator must be a minimum

of ` 2.5 million (` 500,000 in the case of North-Eastern, remote or rural areas) and the tour operator should have

been operational for a minimum period of one year before the application. The Inbound Tour Operators

Guidelines require a minimum qualified staff of four, having qualifications prescribed in the guidelines and

minimum office space of between 150 sq.ft (100 sq. ft in case of hilly areas located above 1000 meters above sea

level). The recognition is given for a period of 5 years with subsequent renewal for 5 year periods and the tour

operator, upon award of such recognition, shall be entitled to all concessions and incentives granted by the

Government to tour operators.

(b) New guidelines for recognition as approved adventure tour operator have been introduced from August

27, 2007, revised with effect from January 2, 2012 (the Adventure Tour Operators Guidelines)

The Adventure Tour Operators Guidelines are similar to those prescribed for tour operators. These guidelines

also prescribe additional safety measures for all adventure sports like water sports, aero sports and trekking. The

turnover by the firm from adventure tourism and adventure sports related activities should be a minimum of ` 1

million during the preceding financial year.

(c) New guidelines for recognition as approved domestic tour operator have been introduced from August 27,

2007, revised with effect from July 18, 2011 (the Domestic Tour Operators Guidelines)

The Domestic Tour Operators Guidelines encourage quality standard and services by domestic tour operators to

promote tourism in India. Some of the important conditions that are to be fulfilled by the domestic tour operators

for grant of recognition by the Ministry of Tourism are that the application should be made and submitted in the

prescribed format and the tour operator must have a minimum paid up capital of ` 300,000 (` 50,000 in the case

of North-Eastern, remote or rural areas), minimum office space of 150 square feet (100 square feet for offices in

hilly regions), which must be equipped with basic facilities such as telephone, fax and computer reservation

system, reception, etc., the turnover in foreign exchange of the tour operator from tour operation business must

be a minimum of ` 2 million and the tour operator should have been in operation for a minimum period of one

year before making the application. The benefits and conditions for recognition by the Ministry of Tourism are

similar to those for other tour operators but the domestic tour operator shall employ tour guides trained and

licensed by the Department of Tourism or approved by the state governments.

(d) New guidelines for recognition as an approved travel agent have been introduced from August 27, 2007,

revised on July 18, 2011 (the Travel Agents Guidelines)

The Travel Agents Guidelines prescribe norms that must be observed by a travel agent recgonised by the

Ministry of Tourism. In order to obtain recognition a travel agent must have a minimum paid-up capital (or

capital employed) of ` 300,000 (` 50,000 in the case of North-Eastern, remote or rural areas) and minimum

office space of 150 square feet (100 square feet for offices in hilly regions), which must be equipped with basic

facilities such as telephone, fax and computer reservation system, reception, etc. He must be approved by the

International Air Transport Association (the IATA) or should be a general sales agent/ passenger sales agent of

an IATA member Airlines. The travel agency must employ minimum qualified staff of four persons (two in case

of an office in the north eastern region) at its office. Recognition as an approved Travel Agent shall be valid for

five years, and may be renewed for a further period of five years.

(e) New guidelines for recognition as an approved travel agent have been introduced from August 27, 2007,

and revised on July 18, 2011 (the Tourist Transport Operators Guidelines)

The Tourist Transport Operators Guidelines prescribe minimum norms that must be observed by tourist transport

operators (TTOs) to be recognised by the Ministry of Tourism. In order to be eligible for recognition, the TTO

must, among other things, have conducted operations for a minimum period of one year at the time of

application, have a minimum of six tourist vehicles with appropriate tourist permits, a minimum office space of

at least 150 square feet (100 square feet in case of an office in hilly regions), and a minimum turn-over from

109

tourist transport operations of ` 2.5 million (` 1 million for the north eastern region. Recognition as an approved

TTO shall be valid for five years, and may be renewed for a further period of five years.

3. Laws relating to Employment

(a) Shops and establishments related legislations in various states

The provisions of various shops and establishments related legislations, as applicable in various states, regulate

the conditions of work and employment in shops and commercial establishments and generally prescribe

obligations in respect of, among other things, registration, opening and closing hours, daily and weekly working

hours, holidays, leave, health and safety measures and wages for overtime work.

(b) Labour Laws

We are required to comply with various labour laws, including the Payment of Bonus Act, 1965, the Payment of

Wages Act, 1936, the Payment of Gratuity Act, 1972, the Employees' Provident Funds and Miscellaneous

Provisions Act, 1952, Employee State Insurance Act, 1948.

4. Laws relating to Intellectual Property

The Trade Marks Act, 1999 and the Copyright Act, 1957, among other things, govern the law in relation to

intellectual property, including brand names, trade names and service marks and research works.

5. Ministry of Tourism

The main regulator for the travel and tours activity of the Company is the Ministry of Tourism and the

Departments under it. A Department of Tourism license is a prerequisite for any organisation operating in the

tours & travels business.

6. International Air Transport Association

International Air Transport Association (the IATA) develops global commercial standards of the travel and

tourism industry. An accreditation of IATA is necessary to operate as a travel service provider. The purpose of

accreditation is to formally recognise travel agents that are authorised to sell and issue international airline

tickets. It is essential that customers and airlines can rely on these agents for ticketing and the payment procedure

according to required standards. IATA has stringent criteria that are required to be met for accreditation.

Membership with IATA brings several benefits that facilitate operations for travel agents such as the billing and

settlement plan, simplify the selling, reporting and remitting procedures.

7. Reserve Bank of India

The Reserve Bank of India is the body authorised under the Foreign Exchange Management Act, 1999 to issue

licenses to Authorised Dealers to deal in foreign exchange. Authorised Dealers – Category II are required to

submit a monthly consolidated statement for all their offices in form FLM-8 (titled “Summary statement of

purchases and sales of foreign currency notes during the month”) before the tenth day of the following month,

also a statement indicating details of individual purchase transactions of U.S.$ 10,000 or its equivalent or above.

All single branch AMCs having turnover of more than U.S.$ 100,000 or equivalent per month are required to

institute a system of monthly audit. Single branch AMCs having turnover of less than U.S. $ 100,000 or its

equivalent may institute a system of quarterly audit. AMCs having multiple branches, may put in place a system

of concurrent audit which will cover 80 per cent of the transactions value-wise under a system of monthly audit

and rest 20 per cent of the transactions value-wise under quarterly audit. As per the KYC/ AML/ CFT Guidelines

(as defined in paragraph 9 below), any suspicious transaction has to be reported by the Principal Officer (as

defined under paragraph 9 below) to the FIU-IND (as defined under paragraph 9 below).

110

8. Service Tax

Our Company is primarily engaged in the business of organised tours and travels and foreign exchange

transactions. The principle services offered by the Company are destination management, inbound and outbound

tourism & travel, business travel and arrangements, domestic holidays, foreign exchange, insurance, etc. In

accordance with relevant tax legislations, the Company is liable to pay service tax on certain services listed

below:

Air travel agent

Tour operator

Banking and other financial services

Event management

Rail travel agent

Business auxiliary services

Franchise services

Travel agent (other than air & rail)

9. Know Your Customer (KYC) norms / Anti-Money Laundering (AML) standards / Combating of

Financing of Terrorism (CFT) / Obligation of APs under Prevention of Money Laundering Act, (PMLA),

2002, as amended by Prevention of Money Laundering (Amendment) Act, 2009 – Money Changing

activities

Under the master circular on Memorandum of Instructions governing money changing activities (Money

Changing Instructions) issued by RBI, the Company should frame KYC policies which should incorporate i)

customer acceptance policy ensuring inter alia that no transaction is conducted in anonymous/ ficticious/benami

names, parameters of risk perception are clearly defined, documentation requirements meet the requirements of

the PMLA and its amendments, not undertaking transactions where Company is unable to apply customer due

diligence measures; ii) customer identification procedures to be carried out at different stages, including

identification of beneficial owners of the customer; iii) monitoring of transactions; and iv) risk management.

For purchase of foreign currency notes and/ or travellers’ cheques from customers for any amount less

than `50,000/- or its equivalent, photocopies of the identification document need not be obtained. However, full

details of the identification document should be maintained. If the Company has reason to believe that a

customer is intentionally structuring a transaction into a series of transactions below the threshold of `50000/-,

the Company should verify identity and address of the customer and also consider filing a suspicious transaction

report to Financial Intelligence Unit -India (FIU-IND). For purchase of foreign currency notes and/ or travellers’

cheques from customers for any amount equal to or in excess of `50,000/- or its equivalent, the identification

documents should be verified and copies retained. Requests for payment in cash in Indian rupees to resident

customers towards purchase of foreign currency notes and/ or travellers’ cheques from them may be acceded to

the extent of only U.S. $ 1000 or its equivalent per transaction. Requests for payment in cash by foreign visitors /

non-resident Indians may be acceded to the extent of only U.S. $ 3000 or its equivalent. In all cases of sale of

foreign exchange, irrespective of the amount involved, for identification purpose the passport of the customer

should be insisted upon and sale of foreign exchange should be made only on personal application and after

verification of the identification document. A copy of the identification document should be retained by the

Company. Payment in excess of `50,000/- towards sale of foreign exchange should be received only by crossed

cheque/ banker’s cheque / pay order / demand draft.

Relationship with a business entity like a company / firm/ trusts and foundations should be established only after

conducting due diligence by obtaining and verifying suitable documents, and keeping them on record. When a

business relationship is already in existence and it is not possible to perform customer due diligence on the

customer in respect of business relationship, the Company should terminate the business relationship and make a

suspicious transaction report to FIU-IND. As per the Government of India notification, the physical Aadhaar

Card/ letter issued by the Unique Identification Authority of India (UIDAI) containing details of name, address

and Aadhaar number can now be accepted as an officially valid document.

111

The Company should develop suitable mechanism through appropriate policy framework for enhanced

monitoring of transactions suspected of having terrorist links and swift identification of the transactions and

making suitable reports to the FIU-IND on priority.

The Company is required to nominate a director on their Board as 'Designated Director', as per the provisions of

the Prevention of Money Laundering (Maintenance of Records) Rules, 2005 (Rules), to ensure overall

compliance. The name, designation and address of the Designated Director is to be communicated to the

Director, FIU-IND. The Company should appoint a senior management officer to be designated as Principal

Officer (Principal Officer). The Principal Officer shall be located at the head/corporate office of the Company

and shall be responsible for monitoring and reporting of all transactions and sharing of information as required

under the law. The role and responsibilities of the Principal Officer should include overseeing and ensuring

overall compliance with regulatory guidelines on KYC/ AML/ CFT issued from time to time and obligations

under the Prevention of Money Laundering Act, 2002, as amended by Prevention of Money Laundering

(Amendment) Act, 2009, rules and regulations made there under, as amended from time to time. The Principal

Officer will be responsible for timely submission of cash transaction report and suspicious transaction report to

the FIU-IND.

112

BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Board of Directors

The composition of the Board of our Company is governed by the provisions of the Companies Act and the

Listing Agreements. As per the Articles of Association, our Company is required to have not less than 3(three)

Directors and not more than 15 (fifteen) Directors.

Currently, our Company has 6 Directors. The present composition of the Board and its proceedings are in

accordance with the Companies Act and the norms of the code of corporate governance as applicable to listed

companies in India.

The following table sets forth details regarding the Board of Directors as of the date of the Placement Document:

Name of the Director Date of

appointment as

Director and

term

Designation Address Other

Directorships/Members of

Committees

Mr. A.B.M. Good

Occupation: Business

Nationality: Foreign

(British citizen)

Age: 77 years

DIN: 00189453

Director since

1976*

Liable to retire by

rotation

Chairman

Non-

Executive

Director

Clench House,

Wootton Rivers,

Marlborough,

Wiltshire,

Gloustershire,

SN8 4NT, United

Kingdom.

1. Tulip Star Hotels Limited

Mr. Ajay Ajit Peter

Kerkar


Nationality: Indian

Age: 50 years

DIN: 00202891

Director since

November 30,

1993**

Liable to retire by

rotation

Non-

Executive

Director

No. 9, South

Lands, 4th

Floor,

Shahid

Bhagatsingh Road,

Colaba, Mumbai –

400 039

1. Sneh Sadan Graphics

Services Private Ltd

2. Royale India Rail Tours

Ltd

Ms. Urrshila Kerkar


Nationality: Foreign

(British citizen)

Age: 54 years

DIN: 00021210

Director since

December 1,

2004

Liable to retire by

rotation

Executive

Director

11, Nowroji

Mansion, 31

Woodhouse Road,

N.P. Marg,

Colaba, Mumbai –

400 039

1. Liz Investments Private

Limited


Ltd

113

Mr. Pesi Patel


Nationality: Indian

Age: 57 years

DIN: 00016091

Director since

February 5, 1998

Appointed for the

period of 5 years

w.e.f. 01.04.2014

Non-

Executive,

Independent

Director

Lyndewode

House, Bomanji

Petit Road,

Cumbala Hill,

Mumbai – 400

026

1. Tulip Star Hotels Ltd

Mr. Mahalinga

Narayanan


Nationality: Indian

Age: 64 years

DIN: 00159288

Director since

June 13, 2007

Appointed for the

period of 5 years

w.e.f. 01.04.2014

Non-

Executive,

Independent

Director

C-4/128,

Safdarjung

Development

Area, New Delhi –

110016

1. Pride Hotels Ltd

2. Gujarat Hotels Ltd


Ltd

4. Tulip Star Hotels Ltd

Mr. Subhash Chandra

Bhargava


Nationality: Indian

Age: 64 years

DIN: 00020021

Director since

October 1, 2007

Appointed for the

period of 5 years

w.e.f. 01.04.2014

Non-

Executive

Independent

Director

B – 1305, Wing,

Dosti Aster (Dosti

Acres), New

Uphill Link Road,

Off. S.M. Road,

Wadala (East),

Mumbai – 400

037

1. A.K.Capital Services Ltd.

2. Aditya Birla Nuvo Ltd

3. Escorts Ltd

4. Jaiprakrash Associates

Ltd.

5. Jaiprakash Power

Ventures Limited

6. Industrial Investment Trust

Limited

7. OTCEI Securities Ltd.

8. IIT Insurance Broking &

Risk Management Pvt. Ltd.

9. Escorts Benefits & Welfare

Trust *Our Company does not have records of any contract/appointment letter/resolution appointing Mr. A.B.M. Good. However,

as per the Registrar of Companies search report dated September 24, 2007, Mr. A.B.M. Good was first appointed in the year

1976.

**Mr. Ajay Ajit Peter Kerkar has been the Director of our Company since November 30, 1993. We, however, do not have the

resolution recording his first appointment into the Board of Directors. However Form 32 has been filed with the Registrar of

Companies in this regard.

Mr. A.B.M Good

Mr. Good is the Promoter & Non- Executive Chairman of the Company.

He was appointed on the Board of our Company, the first time in 1976. He is currently the Chairman of our

Company. Under his management and guidance we have imbibed quality standards and practices.

Mr. Ajay Ajit Peter Kerkar

Mr. Ajay Ajit Peter Kerkar is the Promoter & Non- Executive Director of the Company.

He has been intimately involved in the growth of C&K Group and was responsible for its transformation from

being a business travel and shipping and forwarding agency to being one of the leading leisure players in the

industry. He is the driving force behind the Company’s initiatives in the geographies in which it operates today.

114

He is based in UK and responsible for the Company’s overall leadership, strategy, global centralized buying and

international growth, as part of which he has been actively involved in the identification of newer opportunities.

Under his leadership, the Company is now positioned as the premier travel company in India as well as a brand

leader in the premium market segment in UK, USA and Japan.

Ms. Urrshila Kerkar

Ms. Urrshila Kerkar is the Promoter & Whole Time Director of the Company.

Prior to joining our Company in 1990, Ms. Kerkar was running her own enterprise, a graphic design and

production house. Ms. Kerkar initially worked with the Company in an advisory role on marketing and brochures

design from 1985 and her role was extended when she joined the Company in 1999 and was made in-charge of

Indian Operations.

She has been at the forefront of the Company’s growth, playing a vital role in the development of Out Bound

Leisure and Domestic Leisure business and is the driving force behind the Company’s IT vision. She has been

directly involved and responsible for the day-to-day management of the Company and for all the marketing and

design initiatives of the Group.

Mr. Pesi Patel

Mr. Pesi Patel, is an Independent Director and a member of the Board Audit Committee of the Company.

His started his career with family’s industrial products manufacturing business. He oversaw the sales and

marketing of the products and led the division in manufacturing these products. Ultimately, Pesi gained

responsibility for running the entire business.

Mr. M. Narayanan

Mr. M. Narayanan, is an Independent Director and the Chairman of the Board Audit Committee of the Company.

He had served as Chairman and Managing Director with Tourism Finance Corporation of India Limited in the

past.

Mr. Subhash Chandra Bhargava

Mr. Subhash Chandra Bhargava, is an Independent Director and a member of Board Audit Committee of the

Company.

He has over 40 years of experience and knowledge in the field of Banking and Finance. He had held number of

leadership roles within Life Insurance Corporation of India. He has served as Executive Director (Investment)

with the Life Insurance Corporation of India wherein he was responsible for looking after investment functions

like debt, equity, monitoring corporate sector, investment in infrastructure as well as social sector, which

involved dealing with State Government bodies and Central Government Undertakings etc.

Borrowing powers of the Board

Pursuant to the resolution passed by the shareholders at the Annual General Meeting held on September 26,

2014, through postal ballot and in accordance with the applicable provisions of the Companies Act, the Board

has been authorised to borrow sums of money for the purpose of our business operation on such terms and

conditions as the Board may think fit, provided that money or monies to be borrowed together with the monies

already borrowed by us shall not exceed, at any time, a sum of ` 20,000 million.

115

Interest of our Company's Directors

We have been promoted by Mr. A. B. M. Good, Mr Ajay Ajit Peter Kerkar, Ms. Urrshila Kerkar, Ms. Elizabeth

Kerkar and Liz Investments Private Limited. The Promoters may be deemed to be interested in our promotion to

the extent of shares held by them and their relatives. The Promoters may also benefit from holding directorship

in our Company.

All the Directors, including independent Director, may be deemed to be interested to the extent of remuneration

and/or fees, if any, payable to them for attending meetings of the Board and of Committees thereof,

reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to

them under the Articles of Association. Some of the Directors may be deemed to be interested to the extent of

consideration received/paid or any loan or advances provided to anybody corporate including companies and

firms, and trusts, in which they are interested as directors, members, partners or trustees. All the Directors,

including independent Directors, may be deemed to be interested in the contracts, agreements/ arrangements

entered into or to be entered into by us with any either the Director himself, other company in which they hold

directorships or any partnership firm in which they are partners, as declared in their respective declarations.

All the Directors may also be deemed to be interested to the extent of equity shares, if any, already held by them

and/or by their friends and relatives in us.

The Directors may also be regarded as interested in the equity shares, if any, held or that may be subscribed by

and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members,

partners, and/or trustees.

The Directors may also be regarded interested to the extent of dividend payable to them and other distributions in

respect of the equity shares, if any, held by them or by the companies/firms/ventures promoted by them.

The Articles of Association provide that the Directors and officers shall be indemnified by us against loss, if any,

in defending any proceeding brought against Directors and officers in their capacity as such, if the indemnified

Director or officer receives judgment in his favor or is acquitted in such proceeding.

The Directors do not have any interest in any property acquired by us in a period of two years before the date the

Placement Document or proposed to be acquired by us as of date of the Placement Document.

No amount of benefit has been paid or given within the two preceding years or intended to be paid or given to

any of our Directors of except the normal remuneration for services rendered.

We have not granted members of the Board any options on our equity shares.

Other confirmations

Except as otherwise stated in this Placement Document, none of the Directors, Promoters or key

managerial personnel of our Company have any financial or other material interest in the Issue.

Terms and Conditions of Employment of the Directors

Executive directors

Ms. Urrshila Kerkar

Pursuant to the Board resolution of August 13, 2012, Ms. Urrshila Kerkar was re-appointed as the whole time

Director of our Company for a period of 5 (five) years with effect from August 31, 2012. Ms. Urrshila Kerkar is

also entitled to a commission which is fixed by the Board or the Remuneration Committee, at the end of each

fiscal year, subject to the overall ceiling stipulated in Section 197 of the Companies Act.

116

In addition, Ms. Urrshila Kerkar is entitled to perquisites such as provident fund, gratuity, superannuation and

leave encashment. Also, she is entitled to annual increment which is decided by the Board and the Remuneration

Committee. The annual increment is based on the merit and our performance.

Non-executive directors

The non-executive Directors of our Company are entitled to sitting fees of ` 0.02 million for every meeting of

the Board and every meeting of the Committee attended by the non-executive Director. Further, a non-executive

director is entitled to a commission not exceeding ` 0.7 million per annum.

Shareholding of Directors

The following table sets forth the shareholding of the Directors as of September 30, 2014:

S. No Name of the Director

No. of Equity Shares Percentage

Shareholding

1. Mr. A.B.M Good 6,039,832 4.42

2. Mr. Ajay Ajit Peter Kerkar 2,744,672 2.01

3. Ms. Urrshila Kerkar 4,639,600 3.40

4. Mr. Pesi Patel 168,904 0.12

Change in Board during the last three years

There has been no change in the Board for the past three years.

Remuneration of directors (during the current year and last three financial years)

Name of Director Financial Year 2014 (in `) Financial Year 2013 (in `) Financial Year 2012

(in `)

Ms. Urrshila Kerkar 16,229,615 15,322,000 16,229,615

Commission and fee payment

Name of Director Financial Year 2014 (in

`)

Financial Year 2013 (in

`)

Financial Year 2012 (in

`)

Mr. Pesi Patel 90,000 130,000 160,000

Mr. M. Narayanan 840,000 880,000 860,000

Mr. S. C. Bhargava 840,000 880,000 870,000

Mr. ABM Good 140,000 180,000 140,000

Mr. Peter Kerkar 100,000

150,000 100,000

Corporate Governance

We stand committed to good corporate governance practices based on the principles such as accountability,

transparency in dealings with the stakeholders, emphasis on communication and transparent reporting. We have

complied with all requirements of corporate governance under the Listing Agreement of the Stock Exchanges,

particularly those relating to composition of Board of Directors, constitution of committees, etc.

117

The provisions of the listing agreements to be entered into with the Stock Exchanges with respect to corporate

governance and the SEBI Regulations in respect of corporate governance become applicable to us at the time of

seeking in-principle approval of the Stock Exchanges. We have taken steps to comply with such provisions, as

contained in the Listing Agreements, particularly those relating to composition of Board, constitution of

committees such as Audit Committee, Stakeholders Relationship Committee etc. Further, we undertake to take

all necessary steps to comply with all the requirements of the guidelines on corporate governance and adopt the

corporate governance code as per Clause 49 of the Listing Agreement.

Committees of the Board

Our Company comprises Board level committees which have been constituted and function in accordance with

the relevant provisions of the Companies Act and the listing agreements. These are (i) Audit Committee, (ii)

Stakeholders Relationship Committee (iii) Nomination and Remuneration Committee and (iv) Corporate Social

Responsibility and Governance Committee.

Relation of Key Management Personnel and Directors

Two of the Directors are related to each other. Mr. Ajay Ajit Peter Kerkar is the brother of Ms. Urrshila Kerkar.

None of the key managerial employees named above are related to the Board or any Committee.

Shareholding of Key Managerial Personnel

Except as disclosed below, none of the key managerial employees personnel of the Company hold any of the

Equity Shares as of September 30, 2014:

Sr.

No

Name of the Director

No. of Equity Shares Percentage

Shareholding

1. Mr. Arup Sen 14000 0.01%

2. Mr. Anil Khandelwal 8000 Negligible

3. Mr. Karanjeet Singh Anand 600 Negligible

4. Mr. Viral Gandhi 600 Negligible

5. Ms. Krishna Wattal 400 Negligible

6. Mr. Cyrus Sarkari 200 Negligible

Bonus and/or profit sharing plan for the Key Managerial Personnel

We do not have any bonus or profit-sharing plan for its key managerial personnel. No amount or benefit has been

paid or given within the 2 (two) preceding years or are intended to be given to any of the key managerial

personnel except the normal remuneration for services rendered as directors, officers or employees.

Payment of Benefits to the officers and Directors

Except statutory benefits upon termination of their employment or superannuation, no officer or director of our

Company is entitled to any benefit upon termination of his employment in our Company.

None of our Company's officers or Directors or their relatives have been beneficiaries of loans or advances made

by us. However, our Company has made various loans and advances to certain companies in which the Directors,

Mr. Ajay Ajit Peter Kerkar and Ms. Urrshila Kerkar, hold significant interests. These companies include Ezeego

One Travel and Tours Limited and Far Pavilions Tours and Travels Private Limited.

118

As of March 31, 2014, our Company had made advances to the extent of ` 221.6 million to Ezeego One Travel

and Tours Limited. Ezeego One Travel and Tours Limited was also our debtor to the extent of ` 968.8 million as

of March 31, 2014.

Interest of key managerial personnel

All the key managerial personnel may be deemed to be interested to the extent of the remuneration and other

benefits in accordance with their terms of employment for services rendered as officers or employees. Further, all

employees may also be deemed to be interested to the extent of Equity Shares subscribed for by them.

Changes in key managerial personnel

The following key managerial personnel have resigned during the last three years:

Name Designation Date of resignation

Mr. Rahul Rathore Head- Legal September 7, 2011

119

PRINCIPAL SHAREHOLDERS

Our Company was incorporated as 'Eastern Carrying Company Limited' on June 7, 1939 under the Indian

Companies Act, VII of 1913. The name of our Company was subsequently changed to 'Cox and Kings (India)

Limited' and the consequent fresh certificate of incorporation was granted on February 23, 1950. Subsequently,

after the amendment of Section 43A of the Companies Act 1956, the word 'Private' was added to the name of our

Company on October 12, 2001. Pursuant to a special resolution of the shareholders, our Company became a

public limited company and a fresh certificate of incorporation was issued on March 28, 2007 by the Registrar of

Companies. The name was further changed to Cox & Kings Limited and a fresh certificate of incorporation was

issued by the Registrar of Companies on July 29, 2010.

Shareholding Pattern

The following table contains information as of September 30, 2014 concerning our Company's shareholding

pattern:

TOTAL

SHAREHOLDING

AS A % OF

TOTAL NO OF

SHARES

SHARES PLEDGE OR

OTHERWISE

ENCUMBERED

CATEG

ORY

CODE

NO OF

SHAR

EHOL

DERS

TOTAL

NUMBER

OF

SHARES

AS a

PERCE

NTAGE

of (A+B)

As a

PERC

ENTA

GE of

(A+B+

C)

NUMBE

R OF

SHARES

AS a

PERCENT

AGE

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=(VIII)/

(IV)*100

(A) PROMOTER

AND

PROMOTER

GROUP

(1) INDIAN

(a) Individual /HUF 2 5914000 5914000 4.33 4.33 4954000 83.77

(b) Central

Government/State

Government(s)

0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 7 48199217 48199217 35.30 35.30 31425060 65.20

(d) Financial

Institutions /

Banks

0 0 0 0.00 0.00 0 0.00

(e) Others 0 0 0 0.00 0.00 0 0.00

120

Sub-Total

A(1) :

9 54113217 54113217 39.64 39.64 36379060 67.23

(2) FOREIGN

(a) Individuals

(NRIs/Foreign

Individuals)

2 8784504 8784504 6.43 6.43 2389633 27.20

(b) Bodies Corporate 2 18346560 18346560 13.44 13.44 0 0.00

(c) Institutions 0 0 0 0.00 0.00 0 0.00

(d) Qualified Foreign

Investor

0 0 0 0.00 0.00 0 0.00

(e) Others 0 0 0 0.00 0.00 0 0.00

Sub-Total

A(2) :

4 27131064 27131064 19.87 19.87 2389633 8.81

Total

A=A(1)+A(2)

13 81244281 81244281 59.51 59.51 38768693 47.72

(B) PUBLIC

SHAREHOLDI

NG

(1) INSTITUTIONS

(a) Mutual Funds

/UTI

8 2156740 2156740 1.59 1.58

(b) Financial

Institutions

/Banks

6 2670423 2670423 1.96 1.96

(c) Central

Government /

State

Government(s)

0 0 0 0.00 0.00

(d) Venture Capital

Funds

0 0 0 0.00 0.00

121

(e) Insurance

Companies

0 0 0 0.00 0.00

(f) Foreign

Institutional

Investors

80 30609552 30609552 22.42 22.42

(g) Foreign Venture

Capital Investors

0 0 0 0.00 0.00

(h) Qualified Foreign

Investor

0 0 0 0.00 0.00

(i) Others 0 0 0 0.00 0.00

Sub-Total

B(1) :

94 35436715 35436715 25.96 25.96

(2) NON-

INSTITUTIONS

(a) Bodies Corporate 609 8431684 8431684 6.18 6.18

(b) Individuals

(i) Individuals

holding nominal

share capital up to

` 0.10 million

22179 4746936 4746740 3.48 3.48

(ii) Individuals

holding nominal

share capital in

excess of ` 0.10

million

33 4318544 4318544 3.16 3.16

(c) Others

FOREIGN

BODIES

1 857296 857296 0.63 0.63

NON RESIDENT

INDIANS

447 559728 559728 0.41 0.41

CLEARING

MEMBERS

299 361498 361498 0.26 0.26

TRUSTS 1 200 200 0.00 0.00

(d) Qualified Foreign

Investor

0 0 0 0.00 0.00

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Sub-Total

B(2) :

23569 19275886 19275690 14.12 14.12

Total

B=B(1)+B(2) :

23663 54712601 54712405 40.08 40.07

Total (A+B)

:

23676 135956882 135956686 99.59 99.58

(C) Shares held by

custodians,

against which

Depository

Receipts have

been issued

(1) Promoter and

Promoter Group

(2) Public 1 571008 571008 0.42 0.42

GRAND

TOTAL

(A+B+C) :

23677 136527890 136527694 100.00 100.00 38768693 28.40

The following is the list of the Company's top ten shareholders as of September 30, 2014:

S.

No Name of the shareholder Number of shares Percentage (%)

1 Sneh Sadan Graphic Services Limited 33038368 24.20

2 Kubber Investments (Mauritius) Pvt Ltd 18346560 13.44

3 Smallcap World Fund Inc 9592000 7.03

4 Liz Investments Private Limited 15160849 11.10

5 Anthony Bruton Meyrick Good 6039832 4.42

6 ICICI Prudential Life Insurance Company Ltd 4958600 3.63

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7 Urrshila Kerkar 4639600 3.40

8 Macquarie Bank Limited 4586000 3.36

9 India Capital Fund Limited 2840000 2.08

10 Ajay Ajit Peter Kerkar 2744672 2.01

Total 101947481 74.67

The following table sets out the list of the debenture holders holding the highest value of our Company's

outstanding debentures, across all series of non-convertible debentures as of September 30, 2014:

S.

No

Name of the

debenture holder

Number of

debentures

Address of the debenture holder Amount

(in `

million)

Terms of

Issue

1 Life Insurance

Corporation of

India Limited

1300 Investment Department

6th floor, West Wing, Central Office,

Yogakshema, Jeevan Bima Marg,

Mumbai -400021

1300 Secured

2 Axis Bank

Limited

1000 Axis House, 8th Floor, North Wing, B-71,

Bombay Dyeing Mills Compound, Pandurang

Budhkar Marg, Worli, Mumbai - 400 025

1000 Unsecured

3 Life Insurance

Corporation of

India Limited

750 Investment Department

6th floor, West Wing, Central Office,

Yogakshema, Jeevan Bima Marg,

Mumbai -400021

750 Secured

4 Axis Bank

Limited

750 Axis House, 8th Floor, North Wing, B-71,

Bombay Dyeing Mills Compound, Pandurang

Budhkar Marg, Worli, Mumbai - 400 025

750 Secured

5 IDFC Limited* 1000 Naman Chambers, C-32, G-Block,

Bandra Kurla Complex, Bandra (E),

Mumbai- 400051

1000 Secured

6 General Insurance

Corporation Of

India

150 Suraksha, 170, J. Tata Road,

Church Gate, Mumbai

150 Secured

7 Canara Bank 250 Maker Chamber III, 7th floor, Nariman point,

Mumbai -400021

250 Unsecured

*Note: These outstanding debentures have been repaid as of date.

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ISSUE PROCEDURE

Below is a summary intended to present a general outline of the procedure relating to the application payment,

Allocation and Allotment of the Securities. The procedure followed in the Issue may differ from the one

mentioned below and the investors are assumed to have apprised themselves of the same from the Company or

the Book Running Lead Manager. The investors are advised to inform themselves of any restrictions or

limitations that may be applicable to them. For further details, see the sections “Selling Restrictions” and

“Transfer Restrictions”.

Qualified Institutions Placements

The Issue is being made to QIBs in reliance upon Chapter VIII of the SEBI Regulations and Section 42 of

the Companies Act, through the mechanism of a QIP. Under Chapter VIII of the SEBI Regulations and Section

42 of the Companies Act, our Company, being a listed company in India, may issue equity shares to QIBs

provided that:

the shareholders of our Company have adopted a special resolution approving the QIP.

Such special resolution must specify (a) that the allotment of the Equity Shares is proposed to

be made pursuant to the QIP; and (b) the Relevant Date;

the explanatory statement to the notice to the shareholders for convening the general

meeting must disclose the basis or justification for the price (including premium, if any) at

which the offer or invitation is being made;

equity shares of the same class of our Company, which are proposed to be allotted through the

QIP, are listed on the Stock Exchanges that have nation-wide trading terminals for a period of

at least one year prior to the date of issuance of notice to our shareholders for convening the

meeting to pass the above- mentioned special resolution.

the offer must be made through a private placement offer letter and an application form

serially numbered and addressed specifically to the QIB to whom the offer is made and is

sent within 30 days of recording the names of such QIBs;

the aggregate of the proposed issue and all previous QIPs made by our Company in the same

financial year does not exceed five times the net worth (as defined in the SEBI Regulations)

of our Company as per the audited balance sheet of the previous financial year;

our Company shall have completed allotments with respect to any offer or invitation made

earlier by our Company or has withdrawn or abandoned any such invitation or offer made by it;

the offer must not be to more than 200 persons in a financial year. However, an offer to QIBs

will not be subject to this limit of 200 persons. Prior to circulating the private placement

offer letter, our Company must prepare and record a list of QIBs to whom the offer will be

made. The offer must be made only to such persons whose names are recorded by our

Company prior to the invitation to subscribe

our Company complies with the minimum public shareholding requirements set out in the

Securities Contracts (Regulation) Rules, 1957;

the offering of securities by issue of public advertisements or utilisation of any media,

marketing or distribution channels or agents to inform the public about the issue is prohibited;

and

our Company shall offer to each Allottee at least such number of the Securities in the Issue

which would aggregate to `20,000 calculated at the face value of the Securities

At least 10% of the equity shares issued to QIBs must be allotted to Mutual Funds, provided that, if this portion

or any part thereof to be allotted to Mutual Funds remains unsubscribed, it may be allotted to other QIBs.

QIBs are not allowed to withdraw their Bids after the Issue Closing Date.

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Additionally, there is a minimum pricing requirement under the SEBI Regulations. The Issue Price shall not be

less than the average of the weekly high and low of the closing prices of the Equity Shares quoted on the stock

exchange during the two weeks preceding the Relevant Date. Further, pursuant to a resolution of the

shareholders dated November 11, 2014, our Company is eligible to offer a discount of not more than 5% as

may be decided by our Board of Directors on the Floor Price in terms of Regulation 85 of the SEBI Regulations.

The “Relevant Date” referred to above means the date of the meeting in which our Board of Directors decides to

open the Issue and “stock exchange” means any of the recognised stock exchanges in India on which the Equity

Shares of the same class are listed and on which the highest trading volume in such shares has been recorded

during the two weeks immediately preceding the Relevant Date.

The equity Shares will be Allotted within 12 months from the date of the shareholders’ resolution approving the

QIP and within 60 days from the date of receipt of subscription money from the QIBs.

The equity Shares issued pursuant to the QIP must be issued on the basis of the Preliminary Placement

Document and the Placement Document shall contain all material information required under applicable law.

The Preliminary Placement Document and the Placement Document are private documents and will be

provided to only select investors through serially numbered copies and are required to be placed on the website

of the Stock Exchanges and of our Company with a disclaimer to the effect that it is in connection with an issue

to QIBs and no offer is being made to the public or to any other category of investors.

The minimum number of allottees for each QIP shall not be less than:

• two, where the issue size is less than or equal to `2,500 million; and

• five, where the issue size is greater than `2,500 million.

No single Allottee shall be allotted more than 50 % of the Issue size. QIBs that belong to the same group or

that are under common control shall be deemed to be a single Allottee. For details of what constitutes “same

group” or “common control”, see “—Application Process—Application Form” below.

Securities being Allotted pursuant to the Issue shall not be sold for a period of one year from the date of

Allotment, except on the floor of the Stock Exchanges. Allotments made to Foreign Venture Capital Investors

Venture Capital Funds and AIFs in the Issue are subject to the rules and regulations that are applicable to them,

including in relation to lock-in requirements.

The Securities offered hereby have not been and will not be registered under the U.S. Securities Act and will not

be offered or sold within the United States or any other jurisdiction, other than India. For a description of

certain restrictions on transfer of the Equity Shares, see "Transfer Restrictions" on page 136.

The Issue has been authorized by (i) our Board of Directors pursuant to a resolution passed on October 9, 2014,

and (ii) the shareholders, pursuant to a resolution dated November 11, 2014.

Our Company has applied for and received in-principle approval from the Stock Exchanges under Clause 24 (a)

of its Listing Agreements for the listing of the Equity Shares on the Stock Exchanges on November 20, 2014.

Our Company has also delivered a copy of the Preliminary Placement Document and the Placement Document

to the Stock Exchanges.

Our Company shall also make the requisite filings with the RoC and SEBI within the stipulated period as

required under the Companies Act and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Issue Procedure

1. Our Company and the Book Running Lead Manager circulated serially numbered copies of the

Preliminary Placement Document and the serially numbered Application Form, either in electronic or

126

physical form to the QIBs and the Application Form shall be specifically addressed to each QIB. In

terms of Section 42(7) of the Companies Act, our Company shall maintain complete records of the

QIBs to whom the Preliminary Placement Document and the serially numbered Application Form have

been dispatched. Our Company will make the requisite filings with the RoC and the SEBI within the

stipulated time period as required under the Companies Act.

2. Unless a serially numbered Preliminary Placement Document along with the serially numbered

Application Form is addressed to a particular QIB, no invitation to subscribe shall be deemed to

have been made to such QIB. Even if such documentation were to come into the possession of any

person other than the intended recipient, no offer or invitation to offer shall be deemed to have been

made to such person and any application that does not comply with this requirement shall be treated as

invalid.

3. QIBs may submit an Application Form, including any revisions thereof, during the Issue Period to

the Book Running Lead Manager.

4. The following details were required to be indicated in the Application Form for the QIB:

name of the QIB to whom Securities are to be Allotted;

number of Securities applied for;

price at which they are agreeable to subscribe for the Securities , provided that

QIBs may also indicate that they are agreeable to submit a Bid at “Cut-off Price”,

which shall be any price as may be determined by our Company in consultation with

the Book Running Lead Manager at or above the Floor Price or the Floor Price net of

such discount as approved in accordance with SEBI Regulations;

details of the Depository account(s) to which the Securities should be credited; and

a representation that such QIB is a person resident in India and that it has agreed to

certain other representations set forth in the Application Form.

5. Once a duly completed Application Form is submitted by the QIB, such Application Form

constitutes an irrevocable offer and cannot be withdrawn after the Issue Closing Date. The Issue

Closing Date shall be notified to the Stock Exchanges and the QIBs shall be deemed to have been

given notice of such date after receipt of the Application Form.

6. Bids made by asset management companies or custodians of Mutual Funds shall specifically be in the

names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid

can be made in respect of each scheme of the Mutual Fund.

7. Upon receipt of the Application Form, after the Issue Closing Date, our Company determined the final

terms, including the Issue Price of the Securities to be issued pursuant to the Issue in consultation with

the Book Running Lead Manager. Upon determination of the final terms of the Securities, the Book

Running Lead Manager will send the serially numbered CAN along with this Placement Document to

the QIBs who have been Allocated Securities The dispatch of a CAN shall be deemed a valid, binding

and irrevocable contract for the QIB to pay the entire Issue Price for all the Securities Allocated to such

QIB. The CAN shall contain details such as the number of Securities Allocated to the QIB and payment

instructions including the details of the amounts payable by the QIB for Allotment of the Securities in

its name and the Pay- In Date as applicable to the respective QIB. Please note that the Allocation

will be at the absolute discretion of our Company and will be based on the recommendation of

the Book Running Lead Manager.

8. Pursuant to receiving a CAN, each QIB shall be required to make the payment of the entire

application monies for the Securities indicated in the CAN at the Issue Price, only through electronic

transfer to our Company’s designated bank account by the Pay-In Date as specified in the CAN sent to

the respective QIBs. No payment shall be made by QIBs in cash. Please note that any payment of

127

application money for the Securities shall be made from the bank accounts of the relevant QIBs

applying for the Securities. Monies payable on Securities to be held by joint holders shall be paid

from the bank account of the person whose name appears first in the application. Pending Allotment,

all monies received for subscription of the Securities shall be kept by our Company in a separate bank

account with a scheduled bank and shall be utilised only for the purposes permitted under Companies

Act.

9. Upon receipt of the application monies from the QIBs, our Company shall Allot Securities as per the

details in the CAN sent to the QIBs.

10. After passing the resolution for Allotment and prior to crediting the Securities into the depository

participant accounts of the successful Bidders, our Company shall apply to the Stock Exchanges for

listing approvals. Our Company will intimate to the Stock Exchanges the details of the Allotment and

apply for approvals for listing of the Securities on the Stock Exchanges prior to crediting the

Securities into the beneficiary account maintained with the Depository Participant by the QIBs.

11. After receipt of the listing approvals of the Stock Exchanges, our Company shall credit the

Securities Allotted pursuant to this Issue into the Depository Participant accounts of the respective

Allottees.

12. Our Company will then apply for the final trading approvals from the Stock Exchanges.

13. The Securities that would have been credited to the beneficiary account with the Depository

Participant of the QIBs shall be eligible for trading on the Stock Exchanges only upon the receipt of

final trading and listing approvals from the Stock Exchanges.

14. Upon receipt of intimation of final listing and trading approvals from the Stock Exchanges, our

Company shall inform the Allottees of the receipt of such approval. Our Company and the Book

Running Lead Manager shall not be responsible for any delay or non-receipt of the communication of

the final trading and listing permissions from the Stock Exchanges or any loss arising from such delay

or non-receipt. Final listing and trading approvals granted by the Stock Exchanges are also placed on

their respective websites. QIBs are advised to apprise themselves of the status of the receipt of the

permissions from the Stock Exchanges or our Company.

QIBs

Only QIBs who have not been prohibited by the SEBI from buying, selling or dealing in securities can

participate in this Issue. Accordingly, QIBs for the purposes of this Issue shall comprise:

alternative investment funds, as defined under the Securities and Exchange Board of India (Alternative

Investment Funds) Regulations, 2012 and registered with SEBI (“AIFs”), which are not owned or

controlled by Non-Resident investors;

insurance companies registered with Insurance Regulatory and Development Authority;

insurance funds set up and managed by army, navy or air force of the Union of India;

insurance funds set up and managed by the Department of Posts, India;

Mutual Funds;

pension funds with minimum corpus of ` 250 million;

provident funds with minimum corpus of ` 250 million;

128

public financial institutions as defined in Section 2(72) of the Companies Act;

scheduled commercial banks;

state industrial development corporations;

the National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005

of the Government published in the Gazette of India;

Foreign venture capital investor registered with SEBI;

FPI (Other than category III FPI)/FII and sub account (other than a sub account which is a foreign

corporate or foreign individual) registered with SEBI and

Multilateral and bilateral development financial institution.

In terms of the Securities Exchange Board of India FPI regulations (“SEBI FPI regulations”), an FII who holds

a valid certificate of registration from SEBI shall be deemed to be a registered FPI until the expiry of the block of

three years for which fees have been paid as per the SEBI FII Regulations. An FII shall not be eligible to invest

as an FII after registering as an FPI under the SEBI FPI regulations. As per the SEBI FPI Regulations, the issue

of Equity Shares to a single FPI or an investor group (which means the same set of ultimate beneficial owner(s)

investing through multiple entities) shall be less than 10% of our post-Issue equity share capital.

Further, in terms of the Reserve Bank of India Foreign Portfolio Investor - investment under Portfolio Investment

Scheme, Government and Corporate debt dated March 25, 2014 ("RBI FPI circular"), the total holding by each

FPI shall be below 10% of the total paid-up equity share capital of our Company and the total holdings of all

FPIs put together shall not exceed 24% of the paid-up equity share capital of our Company. The aggregate limit

of 24% may be increased up to the sectoral cap by way of a resolution passed by our Board followed by a special

resolution passed by the Shareholders of our Company and subject to prior intimation to RBI. In terms of the

RBI FPI circular, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as

well as holding of FIIs (being deemed FPIs) shall be included. The existing individual and aggregate investment

limits an FII or sub account in our Company is 10% and 24% of the total paid-up equity share capital of our

Company, respectively. The existing investment limit for FIIs in our Company is 49% of the paid up capital of

our Company. FPIs are permitted to participate in the Issue subject to compliance with conditions and

restrictions which may be specified by the Government from time to time.

Eligible non-resident QIBs can participate in the Issue under Schedule 1 of the Foreign Exchange Management

(Transfer or issue of security by a person resident outside India) Regulations, 2000 (“FEMA regulations”) and

shall make the payment of application money through the foreign currency non-resident ("FCNR") account and

not through the special non-resident rupee ("SNRR") account. FIIs (other than a sub-account which is a foreign

corporate or a foreign individual) and FPIs are permitted to participate through the portfolio investment scheme

under Schedule 2 and Schedule 2A of FEMA Regulations respectively, in this Issue. FIIs and FPIs are permitted

to participate in the Issue subject to compliance with all applicable laws and such that the shareholding of the

FPIs do not exceed specified limits as prescribed under applicable laws in this regard. FPIs are permitted to

participate in the Issue subject to compliance with conditions and restrictions which may be specified by the

Government from time to time.

The Issue is being made only to QIBs and the Equity Shares in this Issue are not, in any circumstance,

being offered, and will not be allotted, to persons in any jurisdiction outside India.

Our Company and the Book Running Lead Managers are not liable for any amendment or modification

or change to applicable laws or regulations, which may occur after the date of this Placement Document.

QIBs are advised to make their independent investigations and satisfy themselves that they are eligible to

apply. QIBs are advised to ensure that any single application from them does not exceed the

129

investment limits or maximum number of Equity Shares that can be held by them under applicable

law or regulation or as specified in this Placement Document.

Note: Affiliates or associates of the Book Running Lead Manager who are QIBs may participate in the Issue in

compliance with applicable laws.

Application Process

Application Form

QIBs shall only use the serially numbered Application Forms (which are addressed to them) supplied by our

Company and the Book Running Lead Manager in either electronic form or by physical delivery for the purpose

of making a Bid (including revision of a Bid) in terms of the Preliminary Placement Document.

By making a Bid (including the revision thereof) for the Securities through an Application Form and pursuant

to the terms of the Preliminary Placement Document, the QIB will be deemed to have made the following

representations and warranties and the representations, warranties and agreements made under the “Notice to

Investors”, “Representations by Investors”, “Selling Restrictions “and “Transfer Restrictions” on pages 3, 5,

139 and 136, respectively:

1. Each QIB confirms that it is a QIB in terms of Regulation 2(1)(zd) of the SEBI Regulations and

is not excluded under Regulation 86(1)(b) of the SEBI Regulations, has a valid and existing registration

under the applicable laws in India and is eligible to participate in this Issue;

2. Each QIB acknowledges that it has no right to withdraw its Bid after the Issue Closing Date;

3. Each QIB confirms that if Securities are Allotted through this Issue, it shall not, for a period of one

year from Allotment, sell such Securities otherwise than on the floor of the Stock Exchanges;

4. Each QIB confirms that it is eligible to Bid and hold Securities so Allotted. The QIB further

confirms that the holding of such QIB, does not and shall not, exceed the level permissible as per any

applicable regulations applicable to the QIB;

5. Each QIB confirms that its Bid(s) would not result in triggering an open offer under the Takeover

Code;

6. Each QIB confirms that to the best of its knowledge and belief, the number of Securities Allotted to

it pursuant to the Issue, together with other Allottees that belong to the same group or are under

common control, shall not exceed 50% of the Issue size. For the purposes of this representation:

a. The expression ‘belong to the same group’ shall derive meaning from the concept of

‘companies under the same group’ as provided in sub-section (11) of Section 372 of the

Companies Act 1956; and

b. ‘Control’ shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the

Takeover Code;

7. Each QIB confirms that it shall not undertake any trade in the Securities credited to its beneficiary

account maintained with the Depository Participant until such time that the final listing and trading

approvals for the Securities are issued by the Stock Exchanges.

QIBS MUST PROVIDE THEIR DEPOSITORY ACCOUNT DETAILS, PAN, THEIR DEPOSITORY

PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND

BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. THE NAME GIVEN IN THE

130

APPLICATION FORM SHOULD BE EXACTLY THE SAME AS THE NAME IN WHICH THE

DEPOSITORY ACCOUNT IS HELD.

Demographic details such as address and bank account will be obtained from the Depositories as per the

Depository Participant account details given above.

The submission of an Application Form by the QIB shall be deemed a valid, binding and irrevocable offer for

the QIB to pay the entire Issue Price for the Securities (as indicated by the C AN) and becomes a binding

contract on the QIB upon issuance of the CAN by our Company in favor of the QIB.

Submission of Application Form

All Application Forms must be duly completed with information including the number of Securities applied for

along with payment and a copy of the PAN card or PAN allotment letter. The Application Form shall be

submitted to the Book Running Lead Manager either through electronic form or through physical delivery at

any of the following addresses:


Axis House, 1st Floor

Wadia International Centre

P.B Marg

Mumbai 400025

Fax: +91 22 4325 5599

Contact Person: Mr. G. Venkatesh

Email Address: [email protected]

The Book Running Lead Manager shall not be required to provide any written acknowledgement of the same.

Permanent Account Number or PAN

Each QIB should mention its PAN allotted under the I.T. Act in the Application Form. Applications without

this information will be considered incomplete and are liable to be rejected. QIBs should not submit the GIR

number instead of the PAN as the Application Form is liable to be rejected on this ground.

Pricing and Allocation

Build up of the Book

The QIBs shall submit their Bids (including the revision of bids) within the Issue Period to the Book Running

Lead Manager. Such Bids cannot be withdrawn after the Issue Closing Date. The book shall be maintained by the

Book Running Lead Manager.

Price Discovery and Allocation

Our Company, in consultation with the Book Running Lead Manager, determined the Issue Price. Pursuant to a

resolution of the shareholders dated November 11, 2014, our Company was eligible to offer a discount of not

more than 5% as may be decided by our Board of Directors on the Floor Price in terms of Regulation 85 of the

SEBI Regulations.

Method of Allocation

Our Company shall determine the Allocation in consultation with the Book Running Lead Managers on a

discretionary basis and in compliance with Chapter VIII of the SEBI Regulations.

131

Bids received from the QIBs at or above the Issue Price shall be grouped together to determine the total demand.

The Allocation to all such QIBs will be made at the Issue Price. Allocation to Mutual Funds for up to a

minimum of 10% of the Issue Size shall be undertaken subject to valid Bids being received at or above the Issue

Price.

THE DECISION OF OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD

MANAGER IN RESPECT OF ALLOCATION SHALL BE FINAL AND BINDING ON ALL QIBS

MAY NOTE THAT ALLOCATION OF SECURITIES IS AT THE SOLE AND ABSOLUTE

DISCRETION OF OUR COMPANY AND QIBS MAY NOT RECEIVE ANY ALLOCATION EVEN IF

THEY HAVE SUBMITTED VALID APPLICATION FORMS AT OR ABOVE THE ISSUE PRICE.

NEITHER OUR COMPANY NOR THE BOOK RUNNING LEAD MANAGER ARE OBLIGED TO

ASSIGN ANY REASON FOR ANY NON- ALLOCATION.

CAN

Based on the Application Forms received, our Company, in consultation with the Book Running Lead Manager,

in their sole and absolute discretion, shall decide the QIBs to whom the serially numbered CAN shall be sent,

pursuant to which the details of the Securities Allocated to them and the details of the amounts payable for

Allotment of such Securities in their respective names shall be notified to such QIBs. Additionally, a CAN will

include details of the relevant “Cox & Kings– QIP Escrow Account” into which such payments would need to

be made, address where the application money needs to be sent, Pay-In Date as well as the probable

designated date, being the date of credit of the Securities to the respective QIB’s account.

The QIBs would also be sent a serially numbered Placement Document either in electronic form or by physical

delivery along with the serially numbered CAN.

The dispatch of the serially numbered Placement Document and the serially numbered CAN to the QIBs

shall be deemed a valid, binding and irrevocable contract for the QIB to furnish all details that may be

required by the Book Running Lead Managers and to pay the entire Issue Price for all the Securities

Allocated to such QIB.

QIBs are advised to instruct their Depository Participant to accept the Securities that may be

Allotted to them pursuant to the Issue.

Bank Account for Payment of Application Money

Our Company has opened the “Cox & Kings– QIP Escrow Account” with Axis Bank in terms of the

arrangement among our Company, the Book Running Lead Manager and Axis Bank as the Escrow Bank

(“Escrow Account”). The QIB will be required to deposit the entire amount payable for the Securities

Allocated to it by the Pay-In Date as mentioned in, and in accordance with, the respective CAN.

Payments are to be made only through electronic fund transfer.

Note: Payments through cheque or cash are liable to be rejected.

If the payment is not made favoring the “Cox & Kings– QIP Escrow Account” within the time stipulated in the

CAN, the Application Form and the CAN of the QIB are liable to be cancelled.

Our Company undertakes to utilise the amount deposited in “Cox & Kings– QIP Escrow Account” only for the

purposes of (i) adjustment against Allotment of Securities in the Issue; or (ii) repayment of application

money if our Company is not able to Allot Securities in the Issue.

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In case of cancellations or default by the QIBs, our Company and the Book Running Lead Manager have the

right to reallocate the Securities at the Issue Price among existing or new investors at their sole and absolute

discretion.

Designated Date and Allotment of Securities

The Securities will not be Allotted unless the QIBs pay the Issue Price into the “Cox & Kings– QIP Escrow

Account” as stated above.

In accordance with the SEBI Regulations, the Securities in the Issue will be issued and Allotment shall be

made only in dematerialised form to the Allottees. Allottees will have the option to re-materialise the Securities,

if they so desire, as per the provisions of the Companies Act and the Depositories Act.

Our Company, at its sole discretion, reserve the right to cancel the Issue at any time up to Allotment without

assigning any reason whatsoever.

Following the Allotment and credit of Securities into the QIBs’ Depository Participant accounts, our Company

will apply for final listing and trading approvals from the Stock Exchanges.

In the case of QIBs who have been Allotted more than 5% of the Securities in the Issue, our Company shall

disclose the name and the number of the Securities Allotted to such QIB to the Stock Exchanges and the

Stock Exchanges will make the same available on their website as per the requirements under the Listing

Agreements. Our Company shall make the requisite filings with the RoC and the SEBI within the stipulated

period as required under the Companies Act and the Companies (Prospectus and Allotment of Securities)

Rules, 2014. Our Company is required to disclose details such as your name, address and the number of

Securities Allotted to the RoC and the SEBI.

The Escrow Bank shall release the monies lying to the credit of the Escrow Account to our Company on

receipt of final listing and trading approvals from the Stock Exchanges in respect of the Securities.

In the event that our Company is unable to issue and Allot the Securities offered in the Issue or on cancellation

of the Issue, within 60 days from the date of receipt of application money, our Company shall repay the

application money within 15 days from expiry of 60 days, failing which our Company shall repay that

money with interest at the rate of 12 per cent per annum from expiry of the sixtieth day. The application

money to be refunded by our Company shall be refunded to the same bank account from which application

money was remitted by the QIBs.

Other Instructions

Right to Reject Applications

Our Company, in consultation with the Book Running Lead Manager, may reject Bids, in part or in full,

without assigning any reason whatsoever. The decision of our Company and the Book Running Lead Managers

in relation to the rejection of Bids shall be final and binding.

Securities in Dematerialised form with National Securities Depository Limited (“NSDL”) or Central

Depository Services (India) Limited (“CDSL”)

The Allotment of the Securities in this Issue shall be only in dematerialised form (i.e., not in physical

certificates but be fungible and be represented by the statement issued through the electronic mode).

The QIB applying for Securities to be issued pursuant to the Issue must have at least one beneficiary account

with a Depository Participant of either NSDL or CDSL prior to making the Bid. Allotment to the QIB will

be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the QIB.

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Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with

NSDL and CDSL. The Stock Exchanges have electronic connectivity with NSDL and CDSL.

The trading of the Securities to be issued pursuant to the Issue would be in dematerialised form only for all

QIBs in the demat segment of the respective Stock Exchanges.

Our Company will not be responsible or liable for the delay in the credit of Securities to be issued pursuant to

the Issue due to errors in the Application Form or otherwise on part of the QIBs.

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PLACEMENT AND LOCK UP

No assurance can be given as to the liquidity or sustainability of the trading market for the Securities, the

ability of holders of the Securities to sell their Securities or the price at which holders of the Securities will

be able to sell their Securities.

Placement Agreement

The Book Running Lead Manager has entered into a Placement Agreement with our Company, pursuant to

which the Book Running Lead Manager have agreed to manage the Issue and to act as placement agents in

connection with the proposed Issue and procure subscription for the Securities to be placed with the QIBs,

pursuant to Chapter VIII of the SEBI Regulations.

The Placement Agreement contains customary representations, warranties and indemnities from our Company

and the Book Running Lead Manager, and it is subject to termination in accordance with the terms contained

therein.

Applications shall be made to list the Securities issued pursuant to the Issue and admit them to trading on the

Stock Exchanges. No assurance can be given as to the liquidity or sustainability of the trading market for such

Securities, the ability of holders of the Securities to sell their Securities or the price at which holders of the

Securities will be able to sell their Securities.

This Placement Document has not been, and will not be, registered as a prospectus with the RoC and, no

Securities will be offered in India or overseas to the public or any members of the public in India or any other

class of investors, other than QIBs.

From time to time, the Book Running Lead Manager and certain of their affiliates have provided and continue

to provide commercial and investment banking services, particularly acting as an underwriter or lead manager,

to us or our affiliates for which they have received and may in the future receive compensation.

Lock-up

Our Company will not, without the consent of the Book Running Lead Manager, during the period of sixty (60)

calendar days after the date of Allotment of the Securities in the Issue, directly or indirectly: (i) issue, offer,

lend, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or

contract to sell or issue, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of

or create any encumbrances in relation to the Securities or any securities convertible into or exercisable or

exchangeable for Securities; (ii) enter into any swap or other arrangement that transfers to another, in whole or in

part, any of the economic consequences of ownership of the Securities or any other securities convertible into or

exercisable as or exchangeable for Securities ; or (iii) publicly announce any intention to enter into any

transaction described in (i) or (ii) above; whether any such transaction described in (i) or (ii) above is to be

settled by delivery of Securities or such other securities, in cash or otherwise. The above restriction shall not

apply to any issuance, sale, transfer or disposition of Securities by the Company (a) pursuant to the Issue; (b)

to the extent such issuance, sale, transfer or disposition is required by any statutory or regulatory authorities or

under Indian law; and (c) the Preferential Issue by the Company to its Promoters.

The Promoters and Promoter Group entities (Mr. A.B.M. Good, Mr. Ajay Ajit Peter Kerkar, Ms. Urrshila

Kerkar, Ms. Elizabeth Kerkar, Liz Investments Private Limited, Sneh Sadan Graphic Services Ltd., and Kubber

Investment (Mauritius) Pvt. Ltd.) have also agreed that they will not, from the date hereof and for a period of up

to sixty (60) days from the Closing Date, without the prior written consent of the Global Coordinator and Book

Running Lead Manager, directly or indirectly: (a) sell, contract to sell, purchase any option or contract to sell,

grant any option to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Equity Shares,

or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an

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intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly

or indirectly, in whole or in part, any of the economic consequences of ownership of Equity Shares or any

securities convertible into or exercisable or exchangeable for Equity Shares (regardless of whether any of the

transactions described in clause (a) or (b) is to be settled by the delivery of Equity Shares or such other securities,

in cash or otherwise); or (c) publicly announce any intention to enter into any transaction falling within (a) or (b)

above or enter into any transaction (including a transaction involving derivatives) having an economic effect

similar to that of an issue or offer or deposit of Equity Shares in any depositary receipt facility or publicly

announce any intention to enter into any transaction falling within (a) or (b) above.

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TRANSFER RESTRICTIONS

Due to the following restrictions, investors are advised to consult legal counsel prior to purchasing Securities or

making any resale, pledge or transfer of the Securities.

Purchasers are not permitted to sell the Securities Allotted pursuant to the Issue, for a period of one year from the

date of Allotment, except on the Stock Exchanges. Allotments made to FVCIs, VCFs and AIFs in the Issue are

subject to the rules and regulations that are applicable to them, including in relation to lock-in requirements.

Additional transfer restrictions applicable to the Securities are listed below.

U.S. TRANSFER RESTRICTIONS

The Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or

sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and applicable state securities laws.

Each purchaser of the Securities in the United States is deemed to have represented, agreed and

acknowledged as follows:

It is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act).

It is aware that the sale of the Securities to it is being made in reliance on an exemption under the U.S. Securities

Act.

It is acquiring the Securities for its own account or for the account of one or more eligible U.S. investors (i.e.,

“qualified institutional buyers”, as defined above), each of which is acquiring beneficial interests in the

Securities for its own account.

It understands that the Securities are being offered in a transaction not involving any public offering in the

United States within the meaning of the U.S. Securities Act, that the Securities have not been and will not be

registered under the U.S. Securities Act and that if in the future it decides to offer, resell, pledge or otherwise

transfer any of the Securities, such Securities may be offered, resold, pledged or otherwise transferred in

compliance with the U.S. Securities Act and other applicable securities laws only outside the United States in a

transaction complying with the provisions of Rule 903 or Rule 904 of Regulation S or in a transaction otherwise

exempt from the registration requirements of the U.S. Securities Act.

It will notify any transferee to whom it subsequently offers, sells, pledges or otherwise transfers and the

executing broker and any other agent involved in any resale of the Securities of the foregoing restrictions

applicable to the Securities and instruct such transferee, broker or agent to abide by such restrictions.

It acknowledges that if at any time its representations cease to be true, it agrees to resell the Securities at the

Company’s request.

It is a sophisticated investor and has such knowledge and experience in financial, business and investments as to

be capable of evaluating the merits and risks of the investment in the Securities. It is experienced in investing in

private placement transactions of securities of companies in a similar industries and in similar jurisdictions.

It and any accounts for which it is subscribing to the Securities (i) are each able to bear the economic risk of the

investment in the Securities, (ii) will not look to the Company or the Lead Manager for all or part of any such

loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Securities,

(iv) have no need for liquidity with respect to the investment in the Securities, and (v) have no reason to

anticipate any change in its or their circumstances, financial or otherwise, which may cause or require any sale or

distribution by it or them of all or any part of the Securities. It acknowledges that an investment in the Securities

involves a high degree of risk and that the Securities are, therefore, a speculative investment. It is seeking to

subscribe to the Securities in this Issue for its own investment and not with a view to distribution.

It has been provided access to the Placement Document which it has read in its entirety.

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It agrees to indemnify and hold the Company and the Lead Manager harmless from any and all costs, claims,

liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of

these representations and warranties.

It will not hold any of the Company or the Lead Manager liable with respect to its investment in the Securities.

It agrees that the indemnity set forth in this paragraph shall survive the resale of the Securities.

Where it is subscribing to the Securities for one or more managed accounts, it represents and warrants that it is

authorized in writing, by each such managed account to subscribe to the Securities for each managed account and

to make (and it hereby makes) the acknowledgements and agreements herein for and on behalf of each such

account, reading the reference to “it” to include such accounts.

It acknowledges that the Company and the Lead Manager and their respective affiliates and others will rely upon

the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if

any of such acknowledgements, representations or agreements is no longer accurate, it will promptly notify the

Company and the Lead Manager.

Each purchaser of the Securities outside the United States is deemed to have represented, agreed and

acknowledged as follows:

It is authorised to consummate the purchase of the Securities in compliance with all applicable laws and

regulations.

It acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that

such customer acknowledges) that the Securities are being issued in reliance upon Regulation S and such

Securities have not been and will not be registered under the U.S. Securities Act.

It certifies that either (a) it is, or at the time the Securities are purchased will be, the beneficial owner of the

Securities and is located outside the United States (within the meaning of Regulation S) or (b) it is a broker-

dealer acting on behalf of its customer and its customer has confirmed to it that (i) such customer is, or at the

time the Securities are purchased will be, the beneficial owner of the Securities, and (ii) such customer is not

located outside the United States (within the meaning of Regulation S).

It is aware of the restrictions of the offer, sale and resale of the Securities pursuant to Regulation S.

The Securities have not been offered to it by means of any “directed selling efforts” as defined in Regulation S.

It understands that the Securities are being offered in a transaction not involving any public offering in the

United States within the meaning of the U.S. Securities Act, that the Securities have not been and will not be

registered under the U.S. Securities Act and that if in the future it decides to offer, resell, pledge or otherwise

transfer any of the Securities, such Securities may be offered, resold, pledged or otherwise transferred in

compliance with the U.S. Securities Act and other applicable securities laws only outside the United States in a

transaction complying with the provisions of Rule 903 or Rule 904 of Regulation S or in a transaction otherwise

exempt from the registration requirements of the U.S. Securities Act.

It is a sophisticated investor and has such knowledge and experience in financial, business and investments as to

be capable of evaluating the merits and risks of the investment in the Securities. It is experienced in investing in

private placement transactions of securities of companies in a similar stage of development and in similar

jurisdictions. It and any accounts for which it is subscribing to the Securities (i) are each able to bear the

economic risk of the investment in the Securities, (ii) will not look to the Company or the Lead Manager for all

or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment

in the Securities, (iv) have no need for liquidity with respect to the investment in the Securities, and (v) have no

reason to anticipate any change in its or their circumstances, financial or otherwise, which may cause or require

any sale or distribution by it or them of all or any part of the Securities. It acknowledges that an investment in the

Securities involves a high degree of risk and that the Securities are, therefore, a speculative investment. It is

seeking to subscribe to the Securities in this Issue for its own investment and not with a view to distribution.

It has been provided access to the Placement Document which it has read in its entirety.

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It agrees to indemnify and hold the Company and the Lead Manager harmless from any and all costs, claims,

liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of

these representations and warranties.

It will not hold any of the Company or the Lead Manager liable with respect to its investment in the Securities. It

agrees that the indemnity set forth in this paragraph shall survive the resale of the Securities.

Where it is subscribing to the Securities for one or more managed accounts, it represents and warrants that it is

authorised in writing, by each such managed account to subscribe to the Securities for each managed account and

to make (and it hereby makes) the acknowledgements and agreements herein for and on behalf of each such

account, reading the reference to “it” to include such accounts.

It acknowledges that the Company and the Lead Manager and their respective affiliates and others will rely upon

the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if

any of such acknowledgements, representations or agreements is no longer accurate, it will promptly notify the

Company and the Lead Manager.

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SELLING RESTRICTIONS

The distribution of this Placement Document, and the offer, sale or delivery of the Securities is restricted by law

in certain jurisdictions. Persons who come into possession of this Placement Document are advised to take legal

advice with regard to any restrictions that may be applicable to them and to observe such restrictions. This

Placement Document may not be used for the purpose of an offer or sale in any circumstances in which such

offer or sale is not authorized or permitted. Each subscriber of the Securities in the Issue will be required to

make, or to be deemed to have made, as applicable, the acknowledgments and agreements as described under

"Transfer Restrictions".

General

No action has been taken or will be taken that would permit a public offering of the Securities to occur in India,

the United States or any other jurisdiction, or the possession, circulation or distribution of this Placement

Document or any other material relating to the Company or the Securities in any jurisdiction where action for

such purpose is required. Accordingly, the Securities may not be offered or sold, directly or indirectly, and

neither this Placement Document nor any offering materials or advertisements in connection with the Securities

may be distributed or published in or from any country or jurisdiction except under circumstances that will result

in compliance with any applicable rules and regulations of any such country or jurisdiction. The Issue will be

made in compliance with the applicable ICDR Regulations. Each purchaser of the Securities in this Issue will be

deemed to have made acknowledgments and agreements as described under “Notice to Investors –

Representation by Investors”, “Selling Restrictions” and “Transfer Restrictions”.

Australia

This Placement Document is not a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth)

(the “Australian Corporations Act”), and has not been lodged with the Australian Securities and Investments

Commission and does not purport to include the information required of a disclosure document under the

Australian Corporations Act. (i) The offer of the Securities under this Placement Document is only made to

persons to whom it is lawful to offer the Securities without disclosure to investors under Chapter 6D of the

Australian Corporations Act under one or more exemptions set out in Section 708 of the Australian Corporations

Act; (ii) this Placement Document is made available in Australia to persons as set forth in clause (i) above; and

(iii) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (ii) above

and agrees not to sell or offer for sale within Australia any Equity Share sold to the offeree within 12 months

after their issue or transfer to the offeree under this Placement Document.

The Company is not licensed to provide financial product advice in Australia in relation to the Securities. This

Placement Document is intended to provide general information only and has been prepared without taking into

account any particular person’s objectives, financial situation or needs. Investors should, before acting on this

information, consider the appropriateness of this information having regard to their personal objectives, financial

situation or needs. No cooling off period applies in relation to this offer under the Australian Corporations Act.

Cayman Islands

This Placement Document does not constitute an invitation or offer to the public in the Cayman Islands of the

Securities, whether by way of sale or subscription. Securities have not been offered or sold, and will not be

offered or sold, directly or indirectly, to the public in the Cayman Islands. However, Cayman Islands Exempted

and Ordinary Non-Resident Companies and certain other legal entities formed under the laws of but not resident

in the Cayman Islands and engaged in business outside of the Cayman Islands may be permitted to acquire

Securities.

Dubai International Financial Centre

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This Placement Document relates to an exempt offer (an “Exempt Offer”) in accordance with the Offered

Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This Placement Document is intended

for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any

other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with an

Exempt Offer. The DFSA has not approved this Placement Document nor taken steps to verify the information

set out in it, and has no responsibility for it. The Securities to which this Placement Document relates may be

illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Securities offered should

conduct their own due diligence on the Securities. If you do not understand the contents of this Placement

Document, you should consult an authorized financial adviser. For the avoidance of doubt, the Securities are not

interests in a “fund” or a “collective investment scheme” within the meaning of either the Collective Investment

Law (DIFC Law No. 2 of 2010) or the Collective Investment Rules Module of the Dubai Financial Services

Authority Rulebook.

European Economic Area

In relation to each member state of the European Economic Area (a “Member State”) which has implemented the

Prospectus Directive (each, a “Relevant Member State”), the Lead Manager severally and not jointly, or jointly

and severally, represents and warrants that it has not made and will not make an offer to the public of any

Securities which are the subject of the Issue contemplated by this Placement Document may not be made in that

Relevant Member State, except that the Securities may be offered to the public in that Member State at any time

under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant

Member State:

1. to legal entities which are qualified investors, as defined in the Prospectus Directive, as implemented by the

relevant Member State;

2. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010

Prospective Directive Amending Directive, 150, natural or legal persons (other than qualified investors as

defined in the Prospectus Directive), as permitted under the Prospectus Directive (as defined below), subject to

obtaining the prior consent of the relevant Book Running Lead Managers nominated by the Bank for any such

offer; or

3. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of the Securities shall result in a requirement for the publication by the Company or

the Lead Manager of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Securities the public” in relation to any securities

in any Relevant Member State means the communication in any form and by any means of sufficient information

on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any

securities, as the same may be varied in that Member State by any measure implementing the Prospectus

Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and

amendments thereto, including the 2010 Prospectus Directive Amending Directive, to the extent implemented in

the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and

the expression “2010 Prospective Directive Amending Directive” means Directive 2010/73/EU and includes any

relevant implementing measure in each Relevant Member State.

Hong Kong

No Securities have been offered or sold, and no Securities may be offered or sold, in Hong Kong, by means of

any document, other than to “professional investors”, as defined in the Securities and Futures Ordinance, Cap.

571 of the laws of Hong Kong (“Securities and Futures Ordinance”) and any rules made under that Ordinance; or

to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or in

other circumstances which do not result in the document being a “prospectus” as defined in the Companies

Ordinance, Cap. 32 of the laws of Hong Kong (“Companies Ordinance”) or which do not constitute an offer to

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the public within the meaning of the Companies Ordinance or an invitation to the public within the meaning of

the Securities and Futures Ordinance. No document, invitation or advertisement relating to the Securities has

been issued or may be issued, which is directed at, or the contents of which are likely to be accessed or read by,

the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to

Securities which are intended to be disposed of only to persons outside Hong Kong or only to “professional

investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. This

Placement Document and the Securities have not been and will not be registered with the Securities and Futures

Commission of Hong Kong and/or the Stock Exchange of Hong Kong. There are no public markets or platforms

in Hong Kong for the purchase or disposal of the Securities. If you are in doubt as to the contents of this

Placement Document, you must immediately seek legal and investment advice from your solicitor, accountant

and/or professional advisors.

India

This Placement Document may not be distributed directly or indirectly in India or to residents of India and any

Securities may not be offered or sold directly or indirectly in India to, or for the account or benefit of, any

resident of India except as permitted by applicable Indian laws and regulations, under which an offer is strictly

on a private and confidential basis and is limited to eligible QIBs and is not an offer to the public. The Issue is a

“private placement” within the meaning of Section 42 of the Companies Act, 2013 since the invitation or offer is

to be made only to QIBs.

This Placement Document is neither a public issue nor a prospectus under the Companies Act, 2013 or an

advertisement and should not be circulated to any person other than to whom the offer is made. This Placement

Document has not been and will not be registered as a prospectus with the Registrar of Companies in India.

Japan

The Securities have not been and will not be registered under the Securities and Exchange Law of Japan (Law.

No. 25 of 1948 as amended) (the “SEL”). The Securities may not be offered or sold, directly or indirectly, in

Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or re-sale, directly or

indirectly, in Japan or to, or for the benefit of any resident of Japan, except pursuant to an exemption from the

registration requirements of, and otherwise in compliance with, the SEL and any other applicable laws,

regulations and ministerial guidelines of Japan. As used in this paragraph, a "resident of Japan" means any

natural person residing in Japan and business offices located in Japan, including any corporation or other entity

organized under the laws of Japan.

Korea

This Placement Document is not, and under no circumstances is to be considered as, a public offering of

securities in Korea for the purposes of the Financial Investment Services and Capital Market Act of Korea (the

“FSCMA”). Neither the Company nor the Book Running Lead Manager may make any representation with

respect to the eligibility of any recipients of this Placement Document to acquire the Securities offered hereby

under the laws of Korea, including but without limitation the Foreign Exchange Transaction Act of Korea and

the regulations thereunder (the “FETA”). The Securities offered hereby have not been registered under the

FSCMA and the Securities may not be offered, sold or delivered, directly or indirectly, or offered or sold to any

person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea (as defined in the

FETA), except otherwise permitted by applicable laws and regulations of Korea, including, without limitation,

the FSCMA and the FETA.

Kuwait

The Issue has not been approved by the Kuwait Central Bank or the Kuwait Ministry of Commerce and Industry,

nor has the Company received authorisation or licensing from the Kuwait Central Bank or the Kuwait Ministry

of Commerce and Industry to market or sell the Securities within Kuwait. Therefore, no services relating to the

offering, including the receipt of applications and/or the allotment of Securities, may be rendered within Kuwait

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by the Company or persons representing the Company unless a licence is obtained from the Kuwait Ministry of

Commerce and Industry in accordance with Law 31 of 1990.

People’s Republic of China

Each of the Book Running Lead Manager and the Company represent, warrants and agrees that:

This Placement Document is not intended to constitute an offer, sale or delivery of shares or other securities

under the laws of the People’s Republic of China (the “PRC”). The Securities have not been and will not be filed

with, or approved by, the China Securities Regulatory Commission or any other regulatory authority in the PRC.

This Placement Document has not been, may not be, issued, circulated or distributed in the PRC and the

Securities have not been and may not be offered, sold, pledged or transferred, directly or indirectly, within the

territory of PRC, to any PRC person or entity unless such person or entity has obtained the requisite approval

from, or has made the appropriate filings with, the relevant PRC authorities.

Qatar

This document does not, and is not intended to, constitute an invitation or an offer of securities in the State of

Qatar (including the Qatar Financial Centre) and accordingly should not be construed as such. The Securities

have not been, and shall not be, offered, sold or delivered at any time, directly or indirectly, in the State of Qatar.

Any offering of the Securities shall not constitute a public offer of securities in the State of Qatar.

By receiving this document, the person or entity to whom it has been provided to understands, acknowledges and

agrees that: (a) neither this Placement Document nor the Securities have been registered, considered, authorized

or approved by the Qatar Central Bank, the Qatar Financial Markets Authority, the Qatar Financial Centre

Regulatory Authority or any other authority or agency in the State of Qatar; (b) neither the Company nor persons

representing the Company are authorized or licensed by the Qatar Central Bank, the Qatar Financial Markets

Authority, the Qatar Financial Centre Regulatory Authority, or any other authority or agency in the State of

Qatar, to market or sell the Securities within the State of Qatar; (c) this Placement Document may not be

provided to any person other than the original recipient and is not for general circulation in the State of Qatar;

and (d) no agreement relating to the sale of the Securities shall be consummated within the State of Qatar.

No marketing of the Securities has been or will be made from within the State of Qatar and no subscription to the

Securities may or will be consummated within the State of Qatar. Any applications to invest in the Securities

shall be received from outside of Qatar. This document shall not form the basis of, or be relied on in connection

with, any contract in Qatar. Neither the Company nor persons representing the Company are, by distributing this

document, advising individuals resident in the State of Qatar as to the appropriateness of investing in or

purchasing or selling securities or other financial products. Nothing contained in this document is intended to

constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the State of Qatar.

Singapore

This Placement Document has not been registered as a prospectus with the Monetary Authority of Singapore.

Accordingly, this Placement Document and any other materials in connection with the offer or sale, solicitation

or invitation for subscription or purchase of Securities, or shares to be issued from time to time by the Company

may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an

invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an

institutional investor (as defined in Section 4A of under Section 274 of the SFA Securities and Futures Act,

Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(2) of the SFA, or any

person pursuant to Section 275(1A) of the SFA or (iii) otherwise pursuant to, and in accordance with the

conditions of, any other applicable provision of the SFA.

Where Securities are subscribed or purchased, they are subject to restrictions on transferability and resale and

may not be transferred or resold in Singapore except as permitted under the SFA, in particular (but not limited

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to), where the shares are acquired under Section 276 of the SFA by a relevant person which is:

(a) a corporation which is not an accredited investor (as defined in Section 4A of the SFA) the sole business

of which is to hold investments and the entire share capital of which is owned by one or more individuals,

each of whom is an accredited investor; or

(b) a trust (which the trustee is not an accredited investor) whose sole purpose is to hold investments and each

beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of

shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in

that trust shall not be transferred within six months after that corporation or that trust has acquired the

shares pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor

(under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any

person pursuant to an offer that is made on terms that such shares, debentures and units of shares and

debentures of that corporation or such rights or interest in that trust are acquired at a consideration of not

less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is

to be paid for in cash or by exchange of securities or other assets and further for corporations, in

accordance with the conditions specified in Section 275 (1A) of the SFA; (2) where no consideration is or

will be given for the transfer; or (3) where the transfer is by operation of law or (4) as specified in Section

276(7) of the SFA.

Switzerland

Neither this Placement Document nor any documents related to the Securities constitute a prospectus within the

meaning of Articles 652a and 1156 of the Swiss Code of Obligations. The Securities will not be listed on the SIX

Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information

presented in this Placement Document does not necessarily comply with the information standards set out in the

listing rules in SIX Swiss Exchange. Accordingly, the Securities have not been and may not be publicly offered

or sold in Switzerland, as such term is defined or interpreted under the Swiss Code of Obligations. In addition,

the Securities do not constitute a participation in a collective investment scheme in the meaning of the Swiss

Collective Investment Schemes Act (“CISA”) and they are neither subject to approval nor supervision by the

Swiss Federal Banking Commission. Therefore, investors in the Securities do not benefit from protection under

CISA or supervision by the Swiss Federal Banking Commission or any other regulatory authority in Switzerland.

United Arab Emirates (excluding the Dubai International Financial Centre)

The Securities have not been, and are not being, publicly offered, sold, promoted or advertised in the United

Arab Emirates (“U.A.E.”) other than in compliance with the laws of the U.A.E. Prospective investors in the

Dubai International Financial Centre should have regard to the specific notice to prospective investors in the

Dubai International Financial Centre set out above. The information contained in this Placement Document does

not constitute a public offer of securities in the U.A.E. in accordance with the Commercial Companies Law

(Federal Law No. 8 of 1984 of the U.A.E., as amended) or otherwise and is not intended to be a public offer. The

Company and the Securities have not been approved or licensed by or registered with the Central Bank of the

United Arab Emirates, the Emirates Securities and Commodities Authority or any other relevant licensing

authorities or governmental agencies in the U.A.E. This Placement Document has not been approved by or filed

with the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or the

Dubai Financial Services Authority. This Placement Document is being issued to a limited number of selected

institutional and sophisticated investors, is not for general circulation in the U.A.E. and may not be provided to

any person other than the original recipient or reproduced or used for any other purpose. If you do not understand

the contents of this Placement Document, you should consult an authorized financial adviser. This Placement

Document is provided for the benefit of the recipient only, and should not be delivered to, or relied on by, any

other person.

United Kingdom

The Lead Manager has represented and agreed that:

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(a) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act

2000 (“FSMA”) with respect to anything done by it in relation to the Securities in, from or otherwise

involving the UK; and

(b) it has only communicated or caused to be communicated and will only communicate or cause to be

communicated in the UK any invitation or inducement to engage in investment activity (within the meaning

of Section 21 of FSMA) received by it in connection with the issue or sale of the Securities in circumstances

in which section 21(1) of FSMA does not apply to the Company.

United States

The Securities have not been and will not be registered under the U.S. Securities Act and, subject to certain

exceptions, may not be offered or sold within the United States except pursuant to an exemption from, or in a

transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities

laws.

The Securities are being offered (1) in the United States to “qualified institutional buyers” (as defined in Rule

144A under the U.S. Securities Act) pursuant to Section 4(a)(2) of the U.S. Securities Act and (2) outside the

United States in reliance upon Regulation S.

Each purchaser of the Securities will be deemed to have made the representations, agreements and

acknowledgements as described under “Transfer Restrictions”.

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INDIAN SECURITIES MARKET

The information in this section has been extracted from publicly available documents from various sources,

including the SEBI, the Stock Exchanges, and has not been prepared or independently verified by the Company

or the Book Running Lead Manager, or any of their respective affiliates or advisors.

The information in this section has been extracted from documents available on the website of SEBI and the

Stock Exchanges and has not been prepared or independently verified by our Company or the Book Running

Lead Managers or any of their respective affiliates or advisors.

India has a long history of organized securities trading. In 1875, the first stock exchange was established in

Mumbai.

Indian Stock Exchanges

Indian stock exchanges are regulated primarily by SEBI, as well as by the Government acting through the

Ministry of Finance, Capital Markets Division, under the Securities Contracts (Regulation) Act, 1956 (the

“SCRA”) and the Securities Contracts (Regulation) Rules, 1957 (the “SCRR”). On June 20, 2012, SEBI, in

exercise of its powers under the SCRA and the Securities and Exchange Board of India Act, 1992 from time to

time (the “SEBI Act”), notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing

Corporations) Regulations, 2012, which regulate inter alia the recognition, ownership and internal governance

of stock exchanges and clearing corporations in India together with providing for minimum capitalisation

requirements for stock exchanges. The SCRA, the SCRR and the Securities Contracts (Regulation) (Stock

Exchanges and Clearing Corporations) Regulations, 2012 along with various rules, bye-laws and regulations of

the respective stock exchanges, regulate the recognition of stock exchanges, the qualifications for membership

thereof and the manner, in which contracts are entered into, settled and enforced between members of the stock

exchanges.

The SEBI Act empowers SEBI to regulate the Indian securities markets, including stock exchanges and

intermediaries in the capital markets, promote and monitor self-regulatory organisations and prohibit fraudulent

and unfair trade practices. Regulations concerning minimum disclosure requirements by public companies, rules

and regulations concerning investor protection, insider trading, substantial acquisitions of shares and takeover of

companies, buy-backs of securities, employee stock option schemes, stockbrokers, merchant bankers,

underwriters, mutual funds, foreign institutional investors, credit rating agencies and other capital market

participants have been notified by the relevant regulatory authority.

Most of the stock exchanges have their own governing board for self regulation. The BSE and the NSE together

hold a dominant position among the stock exchanges in terms of the number of listed companies, market

capitalization and trading activity.

Listing of Securities

The listing of securities on a recognised Indian stock exchange is regulated by the applicable Indian laws

including the Companies Act, the SCRA, the SCRR, the SEBI Act and various guidelines and regulations issued

by the SEBI and the listing agreements of the respective stock exchanges. The SCRA empowers the governing

body of each recognised stock exchange to suspend trading of or withdraw admission to dealings in a listed

security for breach of or non-compliance with any conditions or breach of company’s obligations under such

listing agreement or for any reason, subject to the issuer receiving prior written notice of the intent of the

exchange and upon granting of a hearing in the matter. SEBI also has the power to amend such equity listing

agreements and bye-laws of the stock exchanges in India, to overrule a stock exchange’s governing body and

withdraw recognition of a recognized stock exchange.

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SEBI has notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 in

relation to the voluntary and compulsory delisting of equity shares from the stock exchanges. In addition, certain

amendments to the SCRR have also been notified in relation to delisting.

Index-Based Market-Wide Circuit Breaker System

In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock exchanges to

apply daily circuit breakers which do not allow transactions beyond a certain level of price volatility. The index-

based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index

movement, at 10%, 15% and 20%. These circuit breakers, when triggered, bring about a co-ordinated trading

halt in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered by

movement of either the SENSEX of the BSE or the CNX NIFTY of the NSE, whichever is breached earlier.

In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise

price bands of 20% movements either up or down. However, no price bands are applicable on scrips on which

derivative products are available or scrips included in indices on which derivative products are available.

The stock exchanges in India can also exercise the power to suspend trading during periods of market volatility.

Margin requirements are imposed by stock exchanges that are required to be paid by the stockbrokers.

BSE

Established in 1875, it is the oldest stock exchange in India. In 1956, it became the first stock exchange in India

to obtain permanent recognition from the Government under the SCRA. It has evolved over the years into its

present status as one of the premier stock exchanges of India.

NSE

The NSE was established by financial institutions and banks to provide nationwide online, satellite-linked,

screen-based trading facilities with market-makers and electronic clearing and settlement for securities including

government securities, debentures, public sector bonds and units. The NSE was recognised as a stock e xchange

under the SCRA in April 1993 and commenced operations in the wholesale debt market segment in June 1994.

The capital market (equities) segment commenced operations in November 1994 and operations in the

derivatives segment commenced in June 2000. NSE launched the NSE 50 Index, now known as S&P CNX

NIFTY, on April 22, 1996 and the Mid-cap Index on January 1, 1996. The securities in the NSE 50 Index are

highly liquid.

Internet-based Securities Trading and Services

Internet trading takes place through order routing systems, which route client orders to exchange trading

systems for execution. Stockbrokers interested in providing this service are required to apply for permission to

the relevant stock exchange and also have to comply with certain minimum conditions stipulated by SEBI. The

NSE became the first exchange to grant approval to its members for providing internet-based trading services.

Internet trading is possible on both the “equities” as well as the “derivatives” segments of the NSE.

Trading Hours

Trading on both the NSE and the BSE occurs from Monday to Friday, between 9:15 a.m. and 3:30 p.m. IST

(excluding the 15 minutes pre-open session from 9:00 a.m. to 9:15 a.m. that has been introduced recently). The

BSE and the NSE are closed on public holidays. The recognised stock exchanges have been permitted to set

their own trading hours (in the cash and derivatives segments) subject to the condition that (i) the trading hours

are between 9.00 a.m. and 5.00 p.m.; and (ii) the stock exchange has in place a risk management system and

infrastructure commensurate to the trading hours.

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Trading Procedure

In order to facilitate smooth transactions, the BSE replaced its open outcry system with BSE On-line Trading

facility in 1995. This totally automated screen based trading in securities was put into practice nation-wide. This

has enhanced transparency in dealings and has assisted considerably in smoothening settlement cycles and

improving efficiency in back-office work.

NSE has introduced a fully automated trading system called National Exchange for Automated Trading, which

operates on strict time/price priority besides enabling efficient trade. National Exchange for Automated Trading

has provided depth in the market by enabling large number of members all over India to trade simultaneously,

narrowing the spreads.

Takeover Regulations

Disclosure and mandatory bid obligations for listed Indian companies under Indian law are governed by the

Takeover Regulations, which provides specific regulations in relation to substantial acquisition of shares and

takeover. Once the equity shares of a company are listed on a stock exchange in India, the provisions of the

Takeover Regulations will apply to any acquisition of the company’s shares/voting rights/control. The Takeover

Regulations prescribes certain thresholds or trigger points in the shareholding a person or entity has in the listed

Indian company, which give rise to certain obligations on part of the acquirer. Acquisitions up to a certain

threshold prescribed under the Takeover Regulations mandate specific disclosure requirements, while

acquisitions crossing particular thresholds may result in the acquirer having to make an open offer of the shares

of the target company. The Takeover Regulations also provides for the possibility of indirect acquisitions,

imposing specific obligations on the acquirer in case of such indirect acquisition.

Prohibition of Insider Trading Regulations

The SEBI Prohibition of Insider Trading Regulations have been notified by SEBI to prohibit and penalize

insider trading in India. An insider is, among other things, prohibited from dealing in the securities of a listed

company when in possession of unpublished price sensitive information.

The SEBI Prohibition of Insider Trading Regulations also provide disclosure obligations for shareholders

holding more than a pre-defined percentage, and directors and officers, with respect to their shareholding in the

company, and the changes therein. The definition of “insider” includes any person who has received or has had

access to unpublished price sensitive information in relation to securities of a company or any person reasonably

expected to have access to unpublished price sensitive information in relation to securities of a company and

who is or was connected with the company or is deemed to have been connected with the company.

Depositories

The Depositories Act provides a legal framework for the establishment of depositories to record ownership

details and effect transfer in book-entry form. Further, SEBI framed regulations in relation to the registration of

such depositories, the registration of participants as well as the rights and obligations of the depositories,

participants, companies and beneficial owners. The depository system has significantly improved the operation

of the Indian securities markets.

Derivatives (Futures and Options)

Trading in derivatives is governed by the SCRA, the SCRR and the SEBI Act. The SCRA was amended in

February 2000 and derivatives contracts were included within the term “securities”, as defined by the SCRA.

Trading in derivatives in India takes place either on separate and independent derivatives exchanges or on a

separate segment of an existing stock exchange. The derivatives exchange or derivatives segment of a stock

exchange functions as a self-regulatory organisation under the supervision of the SEBI.

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DESCRIPTION OF SECURITIES

Set forth below is information relating to the Company's share capital, including a brief summary of certain

provisions of the Memorandum of Association and Articles of Association, the Companies Act, the SCRA and

the other related Indian legislation. The following description of the Securities is subject to and qualified in its

entirety by the Memorandum of Association and Articles of Association, the provisions of the Companies Act

which govern the affairs of the Company and other applicable provisions of Indian law.

General

Description of the Equity Shares

The Equity Shares have been listed on the Stock Exchanges since December 2009.

Dividends

In accordance with the Companies Act, the Board first recommends the payment of a dividend which is then

declared by the shareholders of the Company in a general meeting. The Board, however, is not obligated to

recommend a dividend. Under the Articles of Association and the Companies Act, the shareholders may, at the

AGM, declare a dividend of an amount less than that recommended by the Board, but they cannot increase the

amount of the dividend.

In India, dividends are generally declared as a percentage of the par value of a company's equity shares. The

dividend recommended by the Directors, if any, and subject to the limitations described above, is required to be

distributed and paid to the shareholders in proportion to the paid up value of their Equity Shares, as of the record

date that such dividend is payable, within 30 days of the approval by the shareholders at the AGM. Any dividend

so declared is required to be deposited in a separate bank account within a period of five days from the date of

declaration of such dividend. The amount deposited shall be used for payment of dividends only.

Pursuant to the Articles of Association, the Directors have discretion to declare and pay interim dividends

without shareholder approval. Under the Companies Act, dividends can only be paid in cash to the registered

shareholder on a record date fixed on or prior to the AGM or to its order or its banker's order. No shareholder is

entitled to a dividend while any lien in respect of unpaid calls on any of such shareholder's Equity Shares is

outstanding.

The Companies Act provides that any dividends that remain unpaid or unclaimed after the 30-day period referred

to above must be transferred to a special bank account within seven days. The Company is required to transfer

any dividends that remain unclaimed for seven years from the date of transfer to the special bank account to a

fund created by the Indian Government which promotes investor awareness and protection of investors' interests.

Following transfer to the Indian Government, such unclaimed dividends cannot be claimed by the shareholders.

No claim shall lie against such fund or us in respect of the amounts transferred.

Subject to certain conditions laid down by Section 123 of the Companies Act no dividend can be declared or

paid by a company for any fiscal year except out of the profits of the company for that year, calculated in

accordance with the provisions of the Companies Act or out of the profits of the company for any previous fiscal

year(s) arrived at as laid down by the Companies Act. Further, as per the Companies (Declaration and

Payment of Dividend) Rules, 2014, in the absence of profits in any year, company may declare dividend out

of surplus, provided: (a) the rate of dividend declared shall not exceed the average of the rates at which dividend

was declared by it in the three years immediately preceding that year; (b) the total amount to be drawn from

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such accumulated profits shall not exceed one-tenth of the sum of its paid up share capital and free reserves as

per the latest audited balance sheet; (c) the amount so drawn shall be first utilized to set off the losses incurred

in the financial year in which the dividend is declared before any dividend in respect of equity shares is

declared; (d) the balance of reserves after such withdrawal shall not fall below 15% of its paid up share capital

as per the latest audited balance sheet of the company; and (e) no company shall declare dividend unless

carried over previous losses and depreciation not provided in previous years are set off against profit of the

company of the current year the loss or depreciation, whichever is less, in previous years is set off against the

profit of the company for the year for which the dividend is declared or paid.

Provisions on changes in capital

The authorised capital of the Company can be altered by an ordinary resolution of the shareholders in a general

meeting. The Companies Act and the Articles of Association permit the Company to consolidate or subdivide the

par value of the Equity Shares pursuant to an ordinary resolution passed in a general meeting, provided the

nominal value of the Equity Shares cannot be in fractions.

The shareholders of the Company by a resolution of June 7, 2011 passed through postal ballot approved the sub-

division of the nominal value of the equity share capital from ` 10 each paid per equity shares into two equity

shares of ` 5 each paid up.

Pre-emptive rights and issue of additional shares

Subject to the provisions of the Companies Act, our Company may increase its share capital by issuing new

shares on such terms and with such rights as it, by action of its shareholders in a general meeting may

determine. According to Section 62(1)(a) of the Companies Act such new shares shall be offered to existing

shareholders in proportion to the amount paid up on those shares at that date. The offer shall be made by notice

specifying the number of shares offered and the date (being not less than 15 days and not exceeding 30 days

from the date of the offer) within which the offer, if not accepted, will be deemed to have been declined. After

such date the Board may dispose of the shares offered in respect of which no acceptance has been received

which shall not be disadvantageous to the shareholders of our Company. The offer is deemed to include a right

exercisable by the person concerned to renounce the shares offered to him in favor of any other person.

Under the provisions of Section 62(1)(c) of the Companies Act, new shares may be offered to any persons

whether or not those persons include existing shareholders, either for cash of for a consideration other than cash,

if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions

as may be prescribed, if a special resolution to that effect is passed by our Company’s shareholders in a general

meeting.

The Articles of Association of our Company does give the shareholders of the Company the pre-emptive right to

subscribe for new Equity Shares in proportion to their respective existing shareholdings.

General Meetings of Shareholders

There are two types of general meetings of shareholders: (i) AGMs and (ii) EGMs. The Company is required to

convene an AGM within six months after the end of each fiscal year, and with an intervening period of no more

than fifteen months between AGMs. The Company may also, in accordance with its Articles of Association,

convene an EGM of shareholders when necessary or at the request of a shareholder or shareholders holding on

the date of the request at least 10% of the paid-up capital carrying voting rights. Written notice setting out the

agenda of the AGM/EGM must be given at least 21 clear days prior to the date of the general meeting to the

shareholders of record.

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A general meeting may be called after providing a shorter notice if consent is received from all shareholders

entitled to vote, in the case of an AGM, and from shareholders holding not less than 95% of the paid-up capital

in the case of any other general meeting. Shareholders who are registered as such on the date of the general

meeting are entitled to attend and vote at the meeting.

The AGM is held at the registered office or at such other place within Mumbai, the city where the registered

office is situated. Meetings other than the AGM may be held at any other place if so determined by the Board.

The registered office of the Company is located at Turner Morrison Building, 1st Floor, 16 Bank Street, Fort,

Mumbai – 400 001, Maharashtra, India.

Quorum

The Articles of Association provide that a quorum of a general meeting shall be at least five shareholders entitled

to vote and present in person.

Voting Rights

At a general meeting, upon a show of hands, every member holding shares and entitled to vote and present in

person has one vote. Upon a poll, the voting rights of each shareholder entitled to vote and present in person or

by proxy is in the same proportion as the capital paid up on each share held by such holder bears to our

Company’s total paid up capital. Voting is by a show of hands, unless a poll is ordered by the Chairman of the

meeting The Chairman of the meeting has a casting vote.

Ordinary resolutions may be passed by simple majority of those present and voting. Special resolutions require

that the votes cast in favor of the resolution must be at least three times the votes cast against the resolution.

A shareholder may exercise his voting rights by proxy to be given in the form required by the Articles of

Association. The instrument appointing a proxy is required to be lodged with our Company at least 48 hours

before the time of the meeting. A proxy may not vote except on a poll and does not have a right to speak at

meetings

Shares with Differential Voting Rights

The Companies Act permits a company to issue shares with differential rights as to dividends, voting or

otherwise subject to certain conditions. For a company to issue shares with differential voting rights, it should

have distributable profits (as specified under the Companies Act) for a period of three fiscal years, it should not

have defaulted in filing annual accounts and annual returns for the immediately preceding three years, and the

articles of association of the company should permit the issuance of such shares with differential voting rights.

Register of Shareholders and Record Dates

The Company maintains a register of shareholders, and all transfers of Equity Shares should be notified to the

Company at its head office address. The register of index and beneficial owner maintained by a Depositary under

the Depositories Act is deemed to be an index of members and register and index of debenture holders. The

Company recognises as shareholders only those persons who appear on its register of shareholders and do not

recognise any person holding any Equity Share or part of it upon any trust, express, implied or constructive,

except as permitted by law. In the case of Equity Shares held in physical form, the Company register transfer of

Equity Shares on the register of shareholders upon lodgement of the share transfer form duly complete in all

respects accompanied by a share certificate, or, if there is no certificate, the letter of allotment in respect of

Equity Shares to be transferred together with duly stamped transfer forms. In respect of electronic transfers, the

Depositary transfers Equity Shares by entering the name of the purchaser in the books of the Company as the

beneficial owner of the Equity Shares. The Company then enter the name of the Depositary in the records of the

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Company as the registered owner of the Equity Shares. The beneficial owner is entitled to all the rights and

benefits as well as the liabilities with respect to the Equity Shares that are held by the depositary.

For the purpose of determining the shareholders entitled to annual dividends, the register is closed for a specified

period prior to the annual general meeting. The date on which this period begins is the record date.

To determine which shareholders are entitled to specified rights, the Company may close the register of

shareholders. The Company is required to give at least seven days' prior notice to the public and seven working

days' prior notice to the Stock Exchange before such closure. The Company may not close the register of

shareholders for more than 30 consecutive days and in no event for more than 45 days in a year. Trading of the

Equity Shares on the Stock Exchanges, however, may continue while the register of shareholders is closed.

Postal Ballot

Under the provisions of the Companies Act, certain resolutions, such as those listed below, must be voted on

only by a postal ballot:

amendments of the Memorandum of Association to alter the objects;

the issuance of Equity Shares with deferential rights;

the sale of the whole or substantially the whole of an undertaking by the Company;

varying the rights of the holders of any class of shares or debentures; and

buy-backs of Equity Shares.

Convertible Securities/Warrants

The Company may issue from time to time debt instruments that are partly and fully convertible into Equity

Shares and/or warrants to purchase Equity Shares subject to the SEBI Regulations. These provisions regulate the

conversion pricing of such convertible instruments issued on a preferential basis and also the tenor of such

convertible instruments.

Audit and Annual Report

A company's audited financial statements, the directors' report and the auditors' report must be approved at the

AGM. These documents also include certain other financial information, a report on corporate governance and

management's discussion and analysis of the financial results of the Company. These documents need to be made

available for inspection at the Registered Office during normal working hours for 21 days prior to the annual

general meeting.

Under the Companies Act, the Company is required to send a copy of every profit and loss account and balance

sheet (including the auditor's report and every other document required by law to be annexed or attached to the

balance sheet) to its shareholders, every trustee, holders of any debentures issued by it and all other applicable

persons, at least 21 clear days before the meeting at which the same are to be laid before its shareholders.

Under the Companies Act, the Company is required to file the balance sheet and the annual profit and loss

account presented to its shareholders within 30 days of the conclusion of the AGM with the Registrar of

Companies. The Company is required to file an annual return, which includes a list of the shareholders, and other

information within 60 days of the conclusion of the AGM of the Company. Copies of annual reports are also

required to be sent to the Stock Exchanges.

Under the listing agreements with the Stock Exchanges, the Company must furnish to them quarterly and semi-

annual unaudited results within 45 days after the end of each accounting quarter. The Company can opt to

publish audited results for the fourth quarter of the fiscal year along with the audited financial statements of the

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entire year within 60 days of the end of the fiscal year. The Company is required to publish its financial results in

at least one English language daily newspaper circulating in the whole or substantially the whole of India and

also in one newspaper published in the language of the region where the Registered Office is situated.

Transfer of Equity Shares

Equity Shares held through a Depository are transferred in the form of book entries or in electronic form in

accordance with regulations specified by the SEBI. These regulations provide the regime for the functioning of

Depositories and the participants and set forth the manner in which the records are to be kept and maintained and

the safeguards to be followed. Transfers of beneficial ownership of Equity Shares held through a Depositary are

exempt from stamp duty. The Company have entered into an agreement for such depositary services with

National Securities Depositary Limited and the Central Depositary Services (India) Limited.

Buy-Back

Under Section 68 of the Companies Act and the SEBI (Buy Back of Securities Regulations 1998), a company

may, if authorised by its articles of association, buy its shares out of its free reserves or securities premium

account or the proceeds of any shares or other specified securities, provided that no buy back of any kind of

shares or other specified securities shall be made out of the proceeds of an earlier issue of the same kind. If such

buy-back constitutes more than 10% of the total paid-up equity capital and free reserves of the company, it shall

require the approval of at least 75% of its shareholders present and voting at a general meeting of shareholders of

such company. A resolution of the board of directors will constitute sufficient corporate authorisation for a buy-

back below the 10% limit discussed above.

A company cannot buy-back more than 25% of its equity shares in a single fiscal year. Further, the total

consideration for the buy-back cannot exceed more than 25% of the paid-up capital and free reserves of a

company.

A company is not permitted to make any further issue (including a rights issue) of the same kind of shares within

a period of one year of such buy-back, except by way of a bonus issue or in discharge of certain existing

obligations such as the conversion into equity of warrants, stock options or preference shares.

The buy-back may be from (a) existing shareholders on a proportionate basis through a tender offer; (b) the open

market through a book-building process or the stock exchange; or (c) odd-lot holders. Provided that no offer of

buy-back for 15% or more of the paid up capital and free reserves of the company shall be made from the open

market Buy-backs by a company listed on a stock exchange through negotiated deals, whether on or off the stock

exchange or through spot transactions or through any other private arrangements, are not permitted.

Liquidation Rights

Subject to the rights of any creditors, employees and the holders of any shares entitled by their terms to

preferential repayment over the Equity Shares, in the event of the winding-up of the Company, shareholders are

entitled to be repaid the amounts of capital paid up or credited as paid up on the Equity Shares. All surplus assets

remaining after payments are made to employees, statutory creditors, secured and unsecured creditors and the

holders of any preference shares shall be made to the holders of equity shares in proportion to the amount paid up

or credited as paid-up on such equity shares, at the commencement of the winding up.

Board of Directors

Election

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The Articles of Association provide that the number of directors of the Company shall be not less than three and

not more than fifteen. In the general meeting of the Company, the Company may by special resolution, and

subject to provisions of the Articles of Association and Section 149 of the Companies Act, increase or reduce the

number of its Directors.

Notice and Quorum

Under the Articles of Association, and subject to Section 174 of the Companies Act, the quorum for a meeting of

the Board of the Company shall be one-third of the number of directors or two directors, whichever is higher;

provided that any time where the number of interested directors exceeds or is equal to two-thirds of the total

number of directors, the remaining disinterested directors present at the meeting and being not less than two in

number, shall constitute a quorum during such meeting. Notice of every meeting of the Board or committee

thereof shall be given in writing to every director for the time being in India and at his usual address in India and

to every other director.

Interested Directors

Interested directors are not allowed to take part in the discussion of, or vote on, any arrangement if the director is

in any way, directly or indirectly, interested in the arrangement. In addition, each interested director is required

to disclose the nature of his interest under Section 184 of the Companies Act.

Under Section 188 of the Companies Act, the consent of the Board is required where a director, his relative, a

firm in which such director or relative is a partner, any other partner in such firm or a private company of which

the director is a member or director proposes to enter into certain contracts with us. A special resolution of

members is also required if the thresholds prescribed in the Companies Act are to be exceeded for any such

transaction.

Qualifying Shares

Directors of the Company are not required to hold any Equity Shares to be qualified to serve on the Board of the

Company.

Borrowing Powers

The Directors may raise, borrow or secure the payment of any sums of money for the purposes as they deem

appropriate, provided that, in accordance with Section 180 of the Companies Act, without the consent of a

majority of the shareholders in a general meeting, the aggregate principal amount outstanding in respect of

monies raised, borrowed or secured by us may not exceed the aggregate of the paid-up share capital plus free

reserves of the Company.

Director Compensation

Director, other than the whole-time paid directors may be paid such fees as may be prescribed under Indian law

and as approved by the board of directors for each meeting of the board of directors or a committee thereof

attended by each such director. The directors may also be paid their expenses as decided by the board of directors

from time to time for attending a meeting of the board of directors or a committee thereof. The remuneration will

be decided in the general meeting through an ordinary resolution of members. The Directors are liable to retire in

accordance with the provisions of the Companies Act.

154

TAXATION

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO OUR SHAREHOLDERS UNDER

THE IT ACT PRESENTLY IN FORCE IN INDIA

The information provided below sets out the possible tax benefits available to the shareholders of an Indian

company in a summary manner only and is not a complete analysis or listing of all potential tax consequences of

the subscription, ownership and disposal of equity shares, under the current tax laws presently in force in India.

Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed under the relevant

tax laws. Hence, the ability of the shareholders to derive the tax benefits is dependent upon fulfilling such

conditions, which, based on business imperatives a shareholder faces, may or may not choose to fulfil.

The following overview is only intended to provide general information to the investors and is not exhaustive or

comprehensive and is neither designed nor intended to be a substitute for professional advice. In view of the

individual nature of tax consequences and the changing tax laws, each investor is advised to consult his or her or

their own tax consultant with respect to the specific tax implications arising out of their participation in the issue,

particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or

may have a different interpretation on the benefits, which an investor can avail.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO

THE INDIAN TAX IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND

DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION.

The law stated below is as per the Income-tax Act, 1961 as amended by the Finance (No. 2) Act, 2014 and on the

assumption that the Equity Shares would not be held by the shareholders as stock-in-trade.

A) BENEFITS / CONSEQUENCES UNDER THE IT ACT

I. Resident Shareholders

1. Dividends (whether interim or final) referred to in Section 115-O of the IT Act, declared, distributed or

paid by our Company are exempt in the hands of shareholders as per the provisions of Section 10(34) of

the IT Act.

In the context of dividend payable by our Company to its shareholders, by virtue of section 115-O,

erstwhile our Company was liable to pay Dividend Distribution Tax (“DDT”) at the rate of 15% (plus

applicable surcharge and cess) on the total income declared, distributed, or paid as dividend. However, the

Finance Act (No 2), 2014 has with effect from October 1, 2014 amended the provisions of Section 115-O

to provide that tax on dividends to be distributed by domestic companies is to be computed on the grossed

up amount of dividend by the rate of tax on such dividend, instead of the net amount paid. Thus, where

the amount of dividend distributed or paid by a company is `85, then DDT under the amended provision

would be calculated as follows:

Dividend amount distributed = `85

Increase by `15 [i.e. (85*0.15)/(1-0.15)]

Increased amount = `100

DDT @ 15% of `100 = ` 15

Tax payable u/s 115-O is` 15

Dividend distributed to shareholders = `85

So DDT payable will be` 15 before surcharge and education cess and higher education cess.

155

In calculating the amount of dividend on which DDT is payable, dividend shall be reduced by dividend

received from its subsidiary, subject to fulfillment of certain conditions.

As per section 94(7) of the IT Act, losses arising from sale/transfer of shares, where such shares are

purchased within three months prior to the record date and sold within three months from the record date,

will be disallowed to the extent such loss does not exceed the amount of dividend claimed as exempt.

2. Section 48 of the IT Act, which prescribes the mode of computation of capital gains, provides for

deduction of cost of acquisition/improvement and expenses incurred wholly and exclusively in connection

with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains.

However, in respect of Long Term Capital Gains, (“LTCG”)1 from transfer of shares of an Indian

company, the second proviso to Section 48 of the IT Act, permits substitution of cost of

acquisition/improvement with the indexed cost of acquisition/improvement, which adjusts the cost of

acquisition/improvement by a cost inflation index, as prescribed from time to time.

3. Under Section 10(38) of the IT Act, LTCG arising to a shareholder on transfer of equity shares would be

exempt from tax where the sale transaction has been entered into on a recognised stock exchange of India

and is chargeable to Securities Transaction Tax (“STT”).

4. Under Section 112 of the IT Act and other relevant provisions of the IT Act, LTCG, (other than those

exempt under Section 10(38) of the IT Act) arising on transfer of our shares would be subject to tax at the

rate of 20% (plus applicable surcharge and education cess) after indexation. The amount of such tax shall,

however, be limited to 10% (plus applicable surcharge and education cess) without indexation, at the

option of the shareholder in case the shares are listed.

5. As per Section 111A of the IT Act, Short Term Capital Gains (“STCG”)2 arising on transfer of our equity

share would be taxable at a rate of 15% (plus applicable surcharge and education cess) where such

transaction of sale is entered on a recognised stock exchange in India and is liable to STT. STCG arising

from transfer of our shares, other than those covered by Section 111A of the IT Act, would be subject to

tax as calculated under the normal provisions of the IT Act.

6. As per Section 74 of the IT Act, Short Term Capital Loss computed for the given year is allowed to be set

off against Short Term as well as Long Term Gains computed for the said year. The balance loss, which is

not set off, is allowed to be carried forward for subsequent eight assessment years for being set off against

subsequent years’ Short Term as well as Long Term Gains. However, the long term capital loss (other

than the above long term capital assets whose gains are exempt under Section 10(38) of the IT Act))

computed for a given year is allowed to be set off only against the LTCG. The balance loss, which is not

set off, is allowed to be carried forward for subsequent eight assessment years for being set off against

subsequent years’ LTCG.

7. As per fifth proviso to Section 48 of the IT Act, no deduction of amount paid on account of STT will be

allowed in computing the income chargeable to tax as capital gains.

8. No withholding tax is applicable on income arising by way of capital gains to a resident shareholder on

transfer of shares of an Indian company.

1 Long term capital gains are gains from shares held (a) for a period exceeding twelve months in the case of listed

shares; and (b) for a period exceeding thirty six months in the case of unlisted shares.

2 Short term capital gains are gains from shares held (a) for a period not exceeding twelve months in the case of

listed shares; and (b) for a period not exceeding thirty six months in the case of unlisted shares.

156

II. Non-resident shareholders other than Foreign Institutional Investor (“FII”s) and Foreign Venture

Capital Investors (“FVCI”)



the Act.

In the context of the dividend payable by our Company to its shareholders, by virtue of section 115-O,

erstwhile our Company was liable to pay DDT at the rate of 15% (plus applicable surcharge and cess) on

the total income declared, distributed, or paid as dividend. However, the Finance Act (No 2), 2014 has

with effect from October 1, 2014 amended the provisions of Section 115-O to provide that tax on

dividends to be distributed by domestic companies is to be computed on the grossed up amount of

dividend by the rate of tax on such dividend, instead of the net amount paid. Thus, where the amount of

dividend distributed or paid by a company is `85, then DDT under the amended provision would be

calculated as follows:

Dividend amount distributed = ` 85

Increase by ` 15 - i.e. (85*0.15)/(1-0.15)

Increased amount = `100

DDT @ 15% of ` 100 = `15

Tax payable u/s 115-O is ` 15

Dividend distributed to shareholders = ` 85

So DDT payable will be ` 15 before surcharge and education cess and higher education cess.


received from its subsidiary, subject to fulfillment of certain conditions.

As per section 94(7) of the Act, losses arising from sale/transfer of shares, where such shares are



2. Under the First Proviso to Section 48 of the IT Act, in case of a non resident shareholder, in computing the

capital gains arising from transfer of shares of the company acquired in convertible foreign exchange (as

per exchange control regulations) (in cases not covered by Section 115E of the IT Act, discussed

hereunder), protection is provided from fluctuations in the value of rupee in terms of foreign currency in

which the original investment was made. Cost indexation benefits will not be available in such a case.

The capital gains/loss in such a case is computed by converting the cost of acquisition, sales consideration

and expenditure incurred wholly and exclusively in connection with such transfer into the same foreign

currency which was utilised in the purchase of the shares.

3. Under Section 10(38) of the IT Act, LTCG arising to a shareholder, being a non-resident, on sale of equity

shares would be exempt from tax where the sale transaction has been entered into on a recognised stock

exchange of India and is chargeable to STT.

4. Having regard to the provisions of Section 112 of the IT Act, other relevant provisions of the IT Act and

recent judicial precedents, LTCG, (other than those exempt under Section 10(38) of the IT Act) arising on

off-market transfer of our listed shares, at the option of the shareholder, should be subject to tax at a rate

of 10% (plus applicable surcharge and education cess), without indexation.

5. Under Section 111A of the IT Act and other relevant provisions of the IT Act, STCG arising on transfer of

equity share would be taxable at a rate of 15% (plus applicable surcharge and education cess) where such

transaction of sale is entered on a recognised stock exchange in India and is chargeable to STT. STCG

157

arising from transfer of our shares, other than those covered by Section 111A of the IT Act, would be

subject to tax as calculated under the normal provisions of the IT Act.

6. As per Section 74 of the IT Act, Short Term Capital Loss computed for the given year is allowed to be set

off against Short Term as well as Long Term Gains computed for the said year. The balance loss, which is

not set off, is allowed to be carried forward for subsequent eight assessment years for being set off against

subsequent years’ Short Term as well as Long Term Gains. However, the Long Term capital Loss (other

than the above long term capital assets whose gains are exempt under Section 10(38) of the IT Act))

computed for a given year is allowed to be set off only against the LTCG. The balance loss, which is not

set off, is allowed to be carried forward for subsequent eight assessment years for being set off against

subsequent years’ LTCG.

7. Where our shares have been subscribed in convertible foreign exchange, Non Resident Indians, i.e. an

individual being a citizen of India or person of Indian origin who is not a resident, (“NRI”) have the

option of being governed by the provisions of Chapter XII-A of the IT Act, which inter alia entitles them

to the following benefits:

(i) Under section 115E of the IT Act, where the total income of a NRI includes any income from

investments3 or income from capital gain of an asset other than a specified asset, such income shall

be taxable at 20% (plus applicable surcharge and education cess). Also, where share of the

company are subscribed to in convertible foreign exchange by a NRI, the LTCG arising to the NRI

shall be taxable at the rate of 10% (plus applicable surcharge and education cess). However, the

benefit of indexation of cost and deduction under Chapter VI-A of the IT Act, would not be

available in respect of such income.

(ii) Under Section 115F of the IT Act, LTCG (in cases not covered under Section 10(38) of the IT Act)

arising to an NRI from the transfer of our shares subscribed to in convertible foreign exchange shall

be exempt from Income tax, if the net consideration is reinvested in specified assets or in any

savings certificates referred to in Section 10(4B), within six months of the date of transfer. If only

part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The

amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred

or converted into money within three years from the date of their acquisition.

(iii) Under Section 115G of the IT Act, it shall not be necessary for an NRI to furnish his return of

income under Section 139(1) of the IT Act, if his income chargeable under the IT Act consists of

only investment income or LTCG or both, arising out of specified assets (inter-alia including shares

in an Indian Company) acquired, purchased or subscribed in convertible foreign exchange and tax

deductible at source has been deducted there from as per the provisions of Chapter XVII-B of the

IT Act.

(iv) In accordance with the provisions of Section 115H of the IT Act, where an NRI become assessable

as a resident in India, he may furnish a declaration in writing to the assessing officer along with his

return of income for that year under Section 139 of the IT Act to the effect that the provisions of

Chapter XII-A of the IT Act shall continue to apply to him in relation to such investment income

derived from the specified assets (which do not include shares in an Indian company) for that year

and subsequent assessment years until such assets are converted into money.

(v) As per provisions of Section 115-I of the IT Act, an NRI may elect not to be governed by

provisions of Chapter XII-A, and compute his total income as per other provisions of the IT Act.

3Investment income for Section 115E of the IT Act means any income derived (other than dividends referred to

in section 115-O) from specified asset (which inter-alia includes shares in an Indian company), as acquired or

purchased with, or subscribed to in, convertible foreign exchange.

158



9. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject

to any benefits available under the DTAA between India and the country of residence of the non-

resident/NRI. As per Section 90(2) of the IT Act, provisions of the applicable DTAA would prevail over

the provisions of the IT Act to the extent they are more beneficial to the non-resident/NRI. However, the

non-resident investor will have to qualify as a tax resident under the applicable DTAA and would need to

furnish a Tax Residency Certificate (“TRC”) of his being a resident in a country outside India, to get the

benefit of the applicable DTAA and such other document as may be prescribed as per the provisions of

Section 90(4) of the IT Act.

10. As per the provisions of Section 195 of the IT Act, any income by way of capital gains payable to non

residents (other than LTCG exempt u/s 10(38) of the IT Act) may be subject to withholding of tax at the

rate under the domestic tax laws or under the tax laws or under the DTAA, whichever is beneficial to the

assessee unless a lower withholding tax certificate is obtained from the tax authorities.

III. Foreign Institutional Investors (FIIs)



the Act.

In the context of dividend payable by our Company to its shareholders, by virtue of section 115-O,

erstwhile our Company was liable to pay Dividend Distribution Tax (“DDT”) at the rate of 15% (plus

applicable surcharge and cess) on the total income declared, distributed, or paid as dividend. However, the

Finance Act (No 2), 2014 has with effect from October 1, 2014 amended the provisions of Section 115-O

to provide that tax on dividends to be distributed by domestic companies is to be computed on the grossed

up amount of dividend by the rate of tax on such dividend, instead of the net amount paid. Thus, where the

amount of dividend distributed or paid by a company is `85, then DDT under the amended provision

would be calculated as follows:

Dividend amount distributed = ` 85

Increase by `15 - i.e. (85*0.15)/(1-0.15)

Increased amount = ` 100

DDT @ 15% of ` 100 = `15

Tax payable u/s 115-O is ` 15

Dividend distributed to shareholders = ` 85

So DDT payable will be `15 before surcharge and education cess and higher education cess.


received from its subsidiary, subject to fulfilment of certain conditions.

As per section 94(7) of the IT Act, losses arising from sale/transfer of shares, where such shares are



2. As per section 2(14) of the IT Act, any securities held by a FIIs which has invested in such securities in

accordance with the regulations made under the Securities and Exchange Board of India Act, 1992, shall

be treated as capital assets. Accordingly, any gains arising from transfer of such securities shall be

chargeable to tax in the hands of FIIs as capital gains.

159

3. Under Section 10(38) of the IT Act, LTCG arising to a shareholder on transfer of equity shares would be

exempt from tax where the sale transaction has been entered into on a recognised stock exchange of India

and is liable to STT.

4. Under Section 115AD(1)(ii) of the IT Act, STCG arising to an FII on transfer of shares shall be

chargeable at a rate of 15%, if such transaction of sale is entered on a recognised stock exchange in India

and is chargeable to STT. Other STCG are chargeable to tax at the rate of 30%. The above rates are to be

increased by applicable surcharge and education cess.

5. Under Section 115AD(1)(iii) of the IT Act, income by way of LTCG arising from the transfer of shares (in

cases not covered under Section 10(38) of the IT Act) held in the company will be taxable at the rate of

10% (plus applicable surcharge and education cess). The benefits of indexation of cost and of foreign

currency fluctuations are not available to FIIs.



7. As per Section 90(2) of the IT Act, the provisions of the applicable DTAA (entered between India and the

country of fiscal domicile of the non-resident), if any, would prevail over the provisions of the IT Act to

the extent they are more beneficial to the non-resident. However, the non-resident investor will have to

furnish a TRC of his being a resident in a country outside India, to get the benefit of the applicable DTAA

and such other document as may be prescribed as per the provisions of Section 90(4) of the IT Act.

8. As per Section 196D of IT Act, no tax is to be deducted from any income, by way of capital gains arising

to the FII from the transfer of securities referred to in section 115AD of the IT Act. Tax, if any, would be

required to be discharged by the concerned FII prior to making the remittance of the proceeds out of India.

9. The CBDT has issued a Notification No. 9 dated January 22, 2014 which provides that FPI registered

under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 shall be

treated as FII for the purpose of Section 115AD of the IT Act.

IV. Venture Capital Fund (VCF) / Venture Capital Company ("VCC")

1. Under Section 10(23FB) of the IT Act, any income of VCF/ VCC registered with the Securities and

Exchange Board of India (“SEBI”) on or before May 21, 2012 or VCF/ VCC registered with the SEBI as a

sub-category of Category-I Alternative Investment Fund, would be exempt from income-tax, subject to

fulfillment of conditions specified therein.

2. As per the provisions of section 115U of the IT Act, any income accruing or arising to or received by a

person out of investments made in a VCF / VCC (referred in section 10(23FB)) shall be chargeable to

income-tax in the same manner as if it were the income accruing or arising to or received by such person

had he made investments directly in the Venture Capital Undertaking.

V. Mutual Funds

Under Section 10(23D) of the IT Act, any income of mutual funds registered under SEBI or mutual funds

set up by public sector banks or public financial institutions or authorised by the RBI and subject to the

conditions specified therein, is exempt from tax subject to such conditions as the Central Government may

by notification in the Official Gazette, specify in this behalf.

VI. Provident Fund and Pension Fund

Under section 10(25) of the IT Act, any income received by trustees on behalf of a recognised provident

fund and a recognised superannuation fund is exempt from tax.

160

VII. Exemption under Sections 54EC of the IT Act

Under Section 54EC of the IT Act and subject to the conditions and to the extent specified therein, LTCG

(other than those exempt under Section 10(38) of the IT Act) arising on the transfer of our shares would be

exempt from tax if such capital gain is invested within six months after the date of such transfer, in the

bonds (long term specified assets) issued by:

(a) National Highway Authority of India constituted under Section 3 of The National Highway Authority

of India Act, 1988;

(b) Rural Electrification Corporation Limited, the company formed and registered under the Companies

Act, 1956.

The investment in the long term specified assets is eligible for such deduction to the extent of `5 million,

whether invested during the financial year in which the asset is transferred or subsequent year.

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as

the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term

specified asset is transferred or converted into money within three years from the date of its acquisition,

the amount so exempted shall be chargeable to tax during the year of such transfer or conversion. For this

purpose, if any loans or advance is taken as against such specified securities, than such person shall be

deemed to have converted such specified securities into money. The cost of the long term specified assets,

which has been considered under this Section for calculating capital gain, shall not be allowed as a

deduction from the income-tax under Section 80C and section 88 of the IT Act for any assessment year

beginning on or after April 1, 2006.

VIII. Requirement to furnish Permanent Account Number (‘PAN’) under the IT Act

1. Section 139A(5A) of the IT Act

Section 139A(5A) requires every person from whose income tax has been deducted at source under

chapter XVII-B of the I.T. Act to furnish his PAN to the person responsible for deduction of tax at source.

2. Section 206AA of the IT Act

(a) Section 206AA of the IT Act requires every person entitled to receive any sum, on which tax is

deductible under Chapter XVIIB (‘deductee’) to furnish his PAN to the deductor, failing which tax

shall be deducted at the highest of the following rates:

(i) at the rate specified in the relevant provision of the IT Act; or

(ii) at the rate or rates in force; or

(iii) at the rate of twenty per cent.

(b) Where a wrong PAN is provided, it will be regarded as non furnishing of PAN and Para (a) above

will apply.

IX. Where the shareholder is a person located in a Notified Jurisdictional Area ("NJA") under section

94A of the IT Act

161

Where the shareholder is a person located in a NJA (at present, Cyprus has been notified4 as NJA), as per

the provisions of section 94A of the IT Act:

All parties to such transactions shall be treated as associated enterprises under section 92A of the IT

Act and the transaction shall be treated as an international transaction resulting in application of

transfer pricing regulations including maintenance of documentations, benchmarking, etc.

No deduction in respect of any payment made to any financial institution in a NJA shall be allowed

under the IT Act unless the assessee furnishes an authorisation in the prescribed form authorizing the

CBDT or any other income-tax authority acting on its behalf to seek relevant information from the

said financial institution (Section 94A(3)(a) of the IT Act read with Rule 21AC and Form 10FC).

No deduction in respect of any expenditure or allowance (including depreciation) arising from the

transaction with a person located in a NJA shall be allowed under the IT Act unless the assessee

maintains such documents and furnishes such information as may be prescribed (Section 94A(3)(b) of

the IT Act read with Rule 21AC).

If any assessee receives any sum from any person located in a NJA, then the onus is on the assessee to

satisfactorily explain the source of such money in the hands of such person or in the hands of the

beneficial owner, and in case of his failure to do so, the amount shall be deemed to be the income of

the assessee (Section 94A(4) of the IT Act).

Any sum payable to a person located in a NJA shall be liable for withholding tax at the highest of the

following rates:

(i) at the rate or rates in force;

(ii) at the rate specified in the relevant provision of the IT Act; or

(iii) at the rate of thirty per cent.

X. General Anti-Avoidance Rules ("GAAR")

1. In terms of Chapter XA of the IT Act, GAAR may be invoked notwithstanding anything contained in the

IT Act. Due to this any arrangement entered into by an assessee may be declared to be impermissible

avoidance arrangement, as defined in that Chapter and the consequence would be inter alia denial of tax

benefit. This would also include denial of the benefit of the DTAA to an investor if the Revenue

Authorities declares any arrangement to be an impermissible avoidance arrangement. The GAAR

provisions are applicable with effect from the Financial Year 2015-16.

2. However, the GAAR provisions can be said to be not applicable in certain circumstances viz. the main

purpose of arrangement is not to obtain a tax benefit etc. including circumstances enumerated in CBDT

Notification No. 75/2013 dated September 23, 2013.

B) BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957

Asset as defined under Section 2(ea) of the Wealth Tax Act, 1957 does not include shares in companies

and hence, our shares held by the shareholders would not be liable to wealth tax.

Notes:

4 Notification No. 86/2013, dated 1 November, 2013 published in Official Gazette through SO 4625 GI/13

162

1. The above benefits are as per the current tax law as amended by the Finance (No. 2) Act, 2014 (the “FA”).

2. As per the FA, surcharge is to be levied as under:

(a) In the case of individual or Hindu undivided family or association of persons or body of individuals,

whether incorporated or not, or every artificial juridical person, where his income or exceeds rupees 10

million, surcharge at 10% of tax is payable.

(b) In case of domestic company, where its income exceeds rupees 10 million but does not exceed rupees

100 million, a surcharge at the rate of 5% of tax liability is payable and when such income exceeds

rupees 100 million, surcharge at 10% of tax is payable.

(c) In case of foreign companies, where the income exceeds rupees 10 million but does not exceed rupees

100 million, a surcharge of 2% of such tax liability is payable and when such income exceeds rupees

100 million, surcharge at 5% of tax is payable.

Further, 2% education cess and 1% secondary and higher education cess on the total income tax (including

surcharge) is also applicable.

3. The above statement covers only certain relevant benefits under the Income-tax Act, 1961 and Wealth Tax

Act, 1957(collectively referred to as ‘direct tax laws’) and does not cover benefits under any other law.

4. The stated benefits will be available only to the sole/first named holder in case the shares are held by the

joint holders.

5. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further

subject to any benefits available under the DTAA, if any, between India and the country in which the non-

resident has fiscal domicile.

6. In respect of non-residents, taxes paid in India could be claimed as a credit in accordance with the provisions

of the relevant tax treaty.

7. The above statement of possible direct tax benefits sets out the provisions of law in a summary manner only

and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and

disposal of shares.

8. This statement is intended only to provide general information to the investors and is neither designed nor

intended to be substituted for professional tax advice. In view of the individual nature of tax consequences,

each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of

his/her participation in the scheme.

9. The above statement of possible direct-tax benefits sets out the possible tax benefits available to it’s the

shareholders of the Company under the current tax laws presently in force in India. Several of these benefits

available are dependent on the Company or its shareholders fulfilling the conditions prescribed under the

relevant tax laws.

10. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our

views are based on the existing provisions of law and its interpretation, which are subject to changes from

time to time. We do not assume responsibility to update the views consequent to such changes.

Certain U.S. Federal Income Tax Considerations

163

The following is a discussion of certain U.S. federal income tax consequences of purchasing, owning and

disposing of Equity Shares. It does not purport to be a comprehensive description of all of the U.S. tax

considerations that may be relevant to a particular person's decision to acquire the Equity Shares. This section is

based on the United States Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, final,

temporary and proposed Treasury regulations issued under the Code, administrative pronouncements by the U.S.

Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect or in existence as of the date of this

Placement Document and all of which at any time may be repealed, revoked or modified or subject to differing

interpretations so as to result in U.S. federal income tax consequences different from those discussed below,

possibly with retroactive effect. This discussion is not binding on the IRS or the courts. No ruling has been or

will be sought from the IRS with respect to the positions and issues discussed herein, and there can be no

assurance that the IRS will not take a different position concerning the U.S. federal income tax consequences of

an investment in the Equity Shares or that any such position would not be sustained.

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE U.S. FEDERAL,

STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND

DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION.

The following discussion applies to you only if you are a U.S. Holder (as defined below), you acquire the Equity

Shares in this Issue, you hold the Equity Shares as capital assets for U.S. federal income tax purposes and you

are not resident in India for purposes of the Indian Income Tax Act, 1961 or the U.S. - India income tax treaty.

This section does not apply to you if you are a member of a special class of U.S. Holders subject to special tax

rules, including:

a dealer in securities or foreign currencies;

a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

a bank or other financial institution;

a tax-exempt organization, retirement plan, individual retirement account or tax-deferred account;

an insurance company;

a holder liable for alternative minimum tax;

a holder that directly, indirectly or constructively owns 10% or more of the total combined voting power

of all classes of the Company's stock entitled to vote;

a holder that holds the Equity Shares as part of a straddle, hedging or conversion transaction;

a holder who is a U.S. expatriate; or

a holder whose functional currency is not the U.S. dollar.

This discussion does not address any aspect of U.S. federal gift or estate tax, or state, local or non-U.S. tax laws.

Additionally, the discussion does not consider the tax treatment of partnerships or other pass-through entities

(including entities treated as partnerships for U.S. federal income tax purposes) or persons who hold the Equity

Shares through such entities.

You are a “U.S. Holder” if you are a beneficial owner of Equity Shares and you are for U.S. federal income tax

purposes:

a citizen of the United States;

a permanent resident of the United States whose income is subject to U.S. federal income tax regardless of

its source;

a U.S. domestic corporation, or other entity treated as a domestic corporation for U.S. federal income tax

purposes;

an estate whose income is subject to U.S. federal income tax regardless of its source; or

a trust if (i) a U.S. court can exercise primary supervision over the trust's administration and one or more

U.S. persons are authorized to control all substantial decisions of the trust or (ii) the trust has a valid

election in effect under current Treasury regulations to be treated as a U.S. person.

Taxation of Dividends

Subject to the PFIC rules referred to below, if you are a U.S. Holder, you must include in your gross income the

gross amount of any dividend paid by the Company out of its current or accumulated earnings and profits (as

determined for U.S. federal income tax purposes) when you receive the dividend, actually or constructively. The

dividend is ordinary income that you must include in income when you receive the dividend, actually or

164

constructively. Dividends generally are subject to tax at ordinary income rates of up to 39.6%. However, if the

Company is not treated as a PFIC, U.S. Holders who are individuals may be eligible for the reduced tax rate

equal to the current U.S. federal capital gains tax rate of up to 20% if the Company qualifies for benefits under

the U.S. - India income tax treaty. U.S. Holders should consult their own tax advisor regarding their eligibility

for the reduced tax rate described above.

Dividends received generally will be income from non-U.S. sources. Such non-U.S. source income generally will

be “passive category income”, which is treated separately from other types of income for purposes of computing

the foreign tax credit allowable to you. You should consult your own tax advisor to determine the foreign tax

credit implications of owning the Equity Shares.

The amount of the dividend distribution that you must include in your income as a U.S. Holder will be the U.S.

dollar value of the Indian rupee payments made, determined at the spot Indian rupee/U.S. dollar exchange rate on

the date the dividend distribution, regardless of whether the payment is in fact converted into U.S. dollars.

Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you

include the dividend payment in income to the date you convert the payment into U.S. dollars will be treated as

ordinary income or loss. The gain or loss generally will be income or loss from sources within the United States

for foreign tax credit limitation purposes.

Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income

tax purposes, will be treated as a non-taxable return of capital to the extent of your adjusted tax basis in the

Equity Shares and thereafter as capital gain. However, the Company does not intend to maintain calculations of

its earnings and profits in accordance with U.S. federal income tax principles, so each U.S. Holder should

therefore assume that any distribution by the Company with respect to the Equity Shares will constitute ordinary

dividend income.

Taxation of Capital Gains

If you are a U.S. Holder and you sell or otherwise dispose of any of your Equity Shares, subject to the PFIC rules

referred to below, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the

difference between the U.S. dollar value of the amount that you realize and your adjusted tax basis, determined

in U.S. dollars, in those Equity Shares that are sold or otherwise disposed of. Your adjusted tax basis in your

Equity Shares generally should be the acquisition cost for such shares. Capital gain or loss from the sale,

exchange or other disposition of shares held for more than one year is long-term capital gain or loss, and long-

term capital gain is eligible for a reduced rate of taxation for non-corporate taxpayers. Long-term capital gains

recognized by certain non-corporate U.S. Holders may generally qualify for a reduced rate of taxation of up to

20%. U.S. Holders should consult their own tax advisor regarding their eligibility for the reduced tax rate

described above. Your ability to deduct capital losses is subject to limitations.

Under the U.S. - India income tax treaty, India may generally tax capital gains in accordance with the provisions

of its domestic law. U.S. Holders should consult their Indian tax advisors concerning the Indian tax

consequences of capital gains arising from the sale or other disposition of their Equity Shares. If Indian tax is

imposed on a U.S. Holder’s capital gain on the sale or other disposition of Equity Shares, a foreign tax credit

may be available for U.S. federal income tax purposes with respect to such Indian tax. U.S. Holders should

consult their U.S. tax advisors concerning the U.S. tax treatment of any such Indian tax.

U.S. Holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss

(which generally will be treated as U.S. source ordinary income or loss) on any non-U.S. currency received in a

sale or exchange of the Equity Shares that is converted into U.S. dollars (or otherwise disposed of) on a date

subsequent to receipt.

Passive Foreign Investment Company Rules

If the Company were a PFIC for any year during a U.S. Holder’s holding period, then certain rules will affect the

U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition

of Equity Shares. The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income

of the Company for such tax year is passive income (the “income test”) or (b) 50% or more of the value of the

average quarterly assets held by the Company either produce passive income or are held for the production of

passive income, based on the fair market value of such assets (the “asset test”). “Gross income” generally means

all sales revenues less the cost of goods sold, and “passive income” includes, for example, dividends, interest,

165

certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities

transactions.

In addition, for purposes of the PFIC income test and asset test described above, if the Company owns, directly

or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will

be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a

proportionate share of the income of such other corporation. For purposes of the PFIC income test and asset test

described above, “passive income” does not include any interest, dividends, rents, or royalties that are received

or accrued by the Company from a “related person” (as defined in the Code), to the extent such items are

properly allocable to the income of such related person that is not passive income.

The Company does not believe that it was a PFIC during the tax year ended March 31, 2014, and based on

current business plans and financial expectations, the Company does not believe that it will be a PFIC for the

current tax year. However, PFIC classification is fundamentally factual in nature and generally cannot be

determined until the close of the tax year in question and is determined annually. Additionally, the analysis

depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing

interpretations. Consequently, there can be no assurance that the Company has never been and will not become a

PFIC for any tax year during which U.S. Holders hold Equity Shares.

If the Company were a PFIC in any tax year and a U.S. Holder held Equity Shares, such U.S. Holder generally

would be subject to special rules with respect to “excess distributions” made by the Company on the Equity

Shares and with respect to any gain from the disposition of Equity Shares. An “excess distribution” generally is

defined as the excess of distributions with respect to the Equity Shares received by a U.S Holder in any tax year

over 125% of the average annual distributions such U.S. Holder has received from the Company during the

shorter of the three preceding tax years, or such U.S. Holder’s holding period for the Equity Shares. Generally, a

U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the Equity

Shares ratably over its holding period for the Equity Shares. Such amounts allocated to the year of the disposition

or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be

taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate

applicable to underpayments of tax would apply.

If the Company was a PFIC and, at any time, had non-U.S. subsidiaries that were classified as PFICs, the U.S.

Holder could incur liability for the deferred tax and interest charge described above if either (1) the Company

received a distribution from, or disposed of all or part of the Company’s interest in, a lower-tier PFIC or (2) the

U.S. Holder disposed of all or part of its Equity Shares. Additionally, if the Company is a PFIC for any taxable

year during which a U.S. Holder holds the Company’s Equity Shares, the Company generally will continue to be

treated as a PFIC with respect to such U.S. Holder for all succeeding taxable years during which such U.S.

Holder holds the Company’s Equity Shares. If the Company ceases to be a PFIC, a U.S. Holder may avoid some

of the adverse effects of the PFIC regime by making a deemed sale election with respect to the Equity Shares.

While there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax

consequences (including, without limitation, the “QEF Election” and the “Mark-to-Market Election”), such

elections are available in limited circumstances and must be made in a timely manner. U.S. Holders should be

aware that, for each tax year, if any, that the Company is a PFIC, the Company will not satisfy the record

keeping requirements or make available to U.S. Holders the information such U.S. Holders require to make a

QEF Election with respect of the Company. A Mark-to-Market Election will only be available if the Equity

Shares qualify as “marketable stock” under the Code, but there can be no assurance that the Company’s Equity

Shares will qualify as marketable stock during all or any portion of a U.S. Holder’s holding period for the Equity

Shares.

The application and interpretation of certain aspects of the PFIC rules require the issuance of regulations which

in many instances have not been promulgated and which may have retroactive effect. There can be no assurance

that any of these regulations will be enacted or promulgated, and if so, the form they will take or the effect that

they may have on this discussion. The rules dealing with PFICs are affected by various factors in addition to

those described above.

If the Company was a PFIC for any taxable year during which a U.S. Holder held Equity Shares, the U.S. Holder

must file IRS Form 8621 for each taxable year in which the U.S. Holder recognizes any gain on a direct or

indirect sale or other disposition of Equity Shares, receives deemed or actual distributions from the Company, or

makes certain elections with respect to the Equity Shares.

166

U.S. Holders should consult their own tax advisors regarding the Company’s classification as a PFIC, the

potential U.S. federal income tax consequences arising from the ownership and disposition of shares in a

PFIC as well as the availability, advisability, timeliness and effectiveness of making a “mark-to-market”

election.

Medicare Contribution Tax

A United States person that is an individual, estate or a trust that does not fall into a special class of trusts that is

exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) such person’s "net investment income"

for the relevant taxable year and (2) the excess of such person’s modified adjusted gross income for the taxable

year over a certain threshold (which in the case of individual will be between $125,000 and $250,000, depending

on the individual's circumstances). A United States person’s net investment income will generally include its

dividend income and its net gains from the disposition of Equity Shares, unless such dividend income or net

gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that

consists of certain passive or trading activities).

United States persons are advised to consult their own tax advisors regarding the application of this tax and the

final Treasury Regulations (including any elections thereunder) with respect to an investment in Equity Shares.

Foreign Account Tax Compliance Act (“FATCA”)

U.S. return disclosure obligations (and related penalties) apply to U.S. Holders that hold certain specified foreign

financial assets in excess of $50,000 for tax years beginning after March 18, 2010. The definition of specified

foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also,

unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person,

any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S.

person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless

their Equity Shares are held in an account at a U.S. domestic financial institution. Penalties for failure to file

certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding

the potential application of the FATCA rules to their Equity Shares.

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to dividends in respect of Equity Shares or the

proceeds received on the sale, exchange or redemption of any of the Equity Shares paid within the United States

to U.S. Holders other than certain exempt recipients, such as corporations, and backup withholding tax at 28%

may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number and a

duly executed IRS Form W-9 (or to otherwise establish, in the manner provided by law, an exemption from

backup withholding) or to report dividends required to be shown on the U.S. Holder's U.S. federal income tax

returns.

Backup withholding is not an additional income tax, and the amount of any backup withholding from a payment

to a U.S. Holder will be allowed as credit against the U.S. Holder's U.S. federal income tax liability provided that

the appropriate returns are filed.

The foregoing does not purport to be a complete analysis of the potential tax considerations relating to the Issue,

and is not tax advice. Prospective investors should consult their own tax advisors as to the particular tax

considerations applicable to them relating to the purchase, ownership and disposition of the Equity Shares,

including the applicability of the U.S. federal, state and local tax laws or non-tax laws, any changes in applicable

tax laws and any pending or proposed legislation or regulations.

167

OUTSTANDING LITIGATION

Except as disclosed in the following paragraphs, neither the Company, nor any of its property is subject to, any

pending legal proceedings which the Company considers to be potentially material to its respective business.

This section on Outstanding Litigations includes disclosures of (i) all criminal proceedings to which the

Company is currently a party, and (ii) all civil proceedings in which the amount involved exceeds `10,000,000.

Aggregate disputed amounts have been disclosed in respect of tax related cases filed against the Company.

S. No. Cause Title Particulars

1. Om Prakash Navani v. Cox & Kings

Limited & Others

Om Prakash Navani (the Plantiff) has filed a civil suit for specific

performance and a claim for damages against (1) Dr. Ajit Baburao

Kerkar, (2) Tulip Hotels Pvt. Limited, (3) V Hotels Limited, (4) Tulip

Star Hotels Limited, (5) Cox and Kings (India) Limited, (6) Ajay Ajit

Peter Kerkar, (7) Urrishila Kerkar, (8) Elizabeth Kerkar, (9) Kalpatharu

Resorts Pvt. Limited, (10) Trade Wings Limited, (11) Trade Wings

Hotels Limited, and (12) Dr. Shailendra Mittal in the High Court at

Bombay.

The Plantiff has filed a suit for specific performance of an alleged oral

contract, alleged to have been entered into by the Plantiff with the

defendant no. 1 for himself and representing defendant nos. 2, 4 and 6 to

8 for transfer of 25% of the shareholding of defendant No. 2 to 5 and

defendant no. 9.

In the alternative, the Plantiff has sought an order and a decree against

the defendant Nos. 1 to 8 to pay to the Plantiff an amount of ` 1,080

million as compensation and/or damages with an interest at 15%.

The Company is yet to file a written statement. The suit is pending

hearing and final disposal before the Bombay High Court.

2. Urrshila Kerkar v. Om Prakash

Navani & Ors.

Urrshila Kerkar has filed this present suit against the defendants to

declare her as a lawful tenant of a property located in Colaba, Mumbai.

The matter is posted for hearing on January 15, 2015 in the Small Causes

Court.

3. Junot. C. Pereira v. Urrshila Kerkar &

Ors.

Urrshila Kerkar (the Co-defendant) is in possession, as a tenant, of suit

property located in Colaba, Mumbai (the Premises) by virtue of paying

` 15, 000 per month as rent to Mr. Om Prakash Navani and Phool Om

Prakash Navani (the Defendants). The Co-defendant has been

impleaded as a party in the suit on account of her status as tenant in the

Premises. Mr. Pereira (the Plaintiff) in the instant suit contend that the

Defendants have no right to the Premises and the creation of tenancy

rights by the Defendants was invalid. Hence the Plaintiffs contend that

the Co-defendant may not continue residing as a tenant in the said

property. The court by way of an interim order appointed a court

receiver to the Premises. The matter is posted for further hearing.

168

4. Makemytrip v. Ezeego1 & Ors. Makemytrip filed a suit for defamation against Ezeego1, our Company

and Urrshila Kerkar, before the Court of Sessions Judge, Patiala House,

Delhi. The matter is posted for hearing on November 26, 2014.

5. Liz Investments v. Far Pavilions &

Ors.

A petition was filed before Company Law Board for reliefs in respect of

diversion of the TUI Nordic business by one of the defendants, Pranab

Pal, through the misuse of his position as a director of Far Pavilions. The

matter is posted for final arguments on December 1, 2014.

6. Dr. Khazane Aziz v. Cox & Kings Ltd. A petition has been filed before the State Commission, New Delhi

claiming deficiency of services, and a claim has been made for the tour

cost amount, compensation, medical expenses and interest. The matter

is posted for hearing on April 29, 2015.

7. IRCTC v. Cox & Kings Ltd. The Company had entered into a joint venture agreement with IRCTC in

December 2008. IRCTC has given a notice dated August 12, 2011 for

termination of the joint venture. The Company approached the Delhi

High Court under Section 9 of the Arbitration and Conciliation Act for

the grant of interim relief. The learned single bench of the Delhi High

Court ordered the arrangements for train journeys under the joint venture

agreement to continue until December 31, 2011, and appointed a court

receiver in the matter. IRCTC went in appeal against the judgment

before a division bench of the High Court. The division bench of the

High Court upheld the appeal of IRCTC. The Company has filed a

special leave petition before the Supreme Court of India. This petition

was dismissed. Thereafter the Company has invoked arbitration

proceedings against IRCTC. Two statements of claim have been filed

based on the articles of association and the joint venture agreement

respectively. The matter is now listed before the arbitral tribunal on

January 19- 21 2015 for further proceedings.

The Company has also initiated proceedings under the arbitration

agreement, while IRCTC has filed a petition regarding the matter before

the Company Law Board. The matter came up for hearing on February 2,

2012 and the Company Law Board rejected the interim relief sought by

IRCTC. The matter is posted for hearing on December 3, 2014.

169

Tax Litigation

S. No. Period of Demand Particulars

1 Assessment Year 2007-2008 Demand for ` 21,241,492 has been made by the Income Tax Department

on December 28, 2010. On appeal before the Additional Commissioner

of Income Tax (CIT-A), the matter was remanded back to the Assessing

Officer for verification of additional evidence. On verification, the

Assessing Officer has given a favorable remand report pertaining to the

initial demand. The Company believes that this demand will be

substantially reduced at the time of final hearing before the CIT-A.

2. Assessment year 2009-2010

Demand of ` 20,153,140 has been made by the Income Tax Department

on January 8, 2014 on the basis on additional income calculated by

determining the arms' length price of several transactions, income from

tour sales and disallowance under Section 14A of the Income Tax Act.

The Company has appealed against this demand to the Income Tax

Appellate Tribunal (ITAT) and believes that the demand will be

substantially reduced at the ITAT level.

3. April 1, 2005 to March 31, 2011 Demand of ` 1,290,777,449 made by the Commissioner of Service Tax,

Mumbai through an order dated March 12, 2012 for outbound tour

services provided by the Company during the period of April 1, 2005 to

March 31, 2011. The Company filed an appeal before the Customs,

Excise & Service Tax Appellate Tribunal (Tribunal) and secured a stay

order dated May 1, 2013 whereby the Tribunal waived the pre-deposit of

dues and stayed the recovery of the amount.

Inquiries, inspections or investigations under Companies Act

170

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any

previous company law in the last three years immediately preceding the year of circulation of the Placement

Document in the case of Company and all of its subsidiaries. Also if there were any prosecutions filed (whether

pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year

of the Placement Document and if so, section- wise details thereof for the Company and all of its subsidiaries

Nil

Material Fraud committed against our Company

Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the

action taken by the Company.

Nil

Litigation or legal action pending or taken by any ministry or government department or statutory authority

against our promoters

Details of any litigation or legal action pending or taken by any Ministry or Department of the Government

or a statutory authority against any promoter of the Company during the last three years immediately

preceding the year of the circulation of the Placement Document and any direction issued by such Ministry

or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.

Nil

Defaults in respect of dues payable

Our Company has no outstanding defaults in relation to statutory dues payable, dues payable to holders of any

debentures (including interest thereon) or dues in respect of deposits (including interest thereon) or any defaults

in repayment of loans from any bank or financial institution (including interest thereon).

Nil

Changes in accounting policies during the last three years and their effect on the profits and the reserves of

the Company

There has been no change in accounting policies of the Company during the last three years.

Reservation or Qualifications or Adverse Remarks of Auditors

The audit report of the last five financial years immediately preceding the year of circulation of Placement

Document are not qualified.

The following may, however, be noted:

The Royale India Rail Tours Ltd. (RIRTL) is a 50:50 joint venture between Indian Railway Catering and

Tourism Corporation (IRCTC) and Cox & Kings Ltd. The Supreme Court has dismissed the Special Leave

Petition filed by the Company and directed both the parties to go for arbitration which commenced on July

6, 2012. It also made it clear that the observations made by the Courts shall not, in any way, influence the

outcome of the arbitral proceedings, if resorted to by the parties. For the fiscal year 2 012, the Company

has not considered the financials of RIRTL for consolidation purpose since they were not made available,

and for the fiscal years 2013 and 2014, the Company has consolidated the last available financials of

RIRTL for year ended March 31, 2011.

171

INDEPENDENT AUDITORS

Our Company’s current statutory auditors, M/s Chaturvedi & Shah, who audited the Financial Statements as of

and for the Fiscal Years ended March 31, 2012, 2013 and 2014, included in this Placement Document, are

independent auditors with respect to our Company in accordance with the guidelines issued by the ICAI.

172

GENERAL STATEMENTS

1. The Company was incorporated as "Eastern Carrying Company Limited" on June 7, 1939 under the

Indian Companies Act, VII of 1913. The name of the Company was changed to "Cox and Kings (India)

Limited" and the consequent fresh certificate of incorporation was granted on February 23, 1950.

Subsequently, after the amendment of section 43A of the Companies Act, the word "Private" was added

to the name of the Company on October 12, 2001. Pursuant to a special resolution of the shareholders of

the Company at an extraordinary general meeting held on January 29, 2007, the Company became a

public limited company and the word "Private" was deleted from its name. The fresh certificate of

incorporation with this name was issued on March 28, 2007 by the registrar of companies. On June 16,

2010, the Board of Directors passed a resolution approving the change of name of our Company to "Cox

& Kings Limited". The resolution for a change of corporate name was approved by the shareholders by

postal ballot on July 17, 2010. The fresh certificate of incorporation with the current name was issued

on July 29, 2010 by the Registrar of Companies.

2. The Company's registered office is located at Turner Morrison Building, 1st Floor, 16 Bank Street, Fort,

Mumbai 400 001, Maharashtra, India.

3. The Issue was authorised and approved by the Board of Directors on October 9, 2014 and approved by

the shareholders via postal ballot on November 11, 2014.

4. The Company will apply for in-principle approval to list the Securities on the Stock Exchanges.

5. Copies of the Memorandum and Articles of Association of the Company will be available for inspection

during usual business hours on any working day between 10.00 A.M. to 1.00 P.M. (except Saturdays,

Sundays and public holidays) at the Company’s registered office.

6. Except for the sale of camping division and re-financing of Holidaybreak facilities, there has been no

material change in the Company's financial or trading position since March 31, 2014, the date of the last

audited consolidated financial statements included in this Placement Document, except as disclosed

herein.

7. Except as disclosed in this Placement Document, there are no litigation or arbitration proceedings

against or affecting the Company or its assets or revenues, which are material in the context of the Issue.

8. The Company confirms that it is in compliance with the minimum public shareholding requirements as

required under the terms of the listing agreements with the Stock Exchanges.

9. The Floor Price for the issue of Equity Shares is ` 309.18, calculated in accordance with Chapter VIII

of the SEBI Guidelines, as certified by M/s Chaturvedi & Shah, statutory auditors of the Company. The

committee of the Board of Directors of the Company, on November 25, 2014, approved a discount of ₹

4.18 on the Floor Price in terms of Regulation 85 of the SEBI Regulations.

10. Our Auditors have audited the standalone and consolidated financial statements for the periods ended

March 31, 2012, 2013 and 2014.

173

FINANCIAL STATEMENTS

Sl. No. Particulars Page

1. Audited Consolidated Financial statements for the years ended March 31,

2012, 2013 and 2014

F1-F56

2. Proforma financial statements for the years ended March 31, 2014 F57-F62

F-1

To

The Board of Directors,

Cox & Kings Limited

We have examined the accompanying Consolidated Financial Statements of Cox & Kings Limited (the Company), its

Subsidiaries, Joint Ventures and Associates (collectively referred to as "the Group") comprising Consolidated Balance

Sheet as at March 31, 2014, March 31, 2013 and March 31, 2012, the Consolidated Statement of Profit and Loss and the

Consolidated Cash Flow Statement for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 and a

summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of

the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in

accordance with accounting principles generally accepted in India. This responsibility includes the design,

implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated

financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted

our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of

material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the Company’s preparation and presentation of the

consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and based on the

consideration of the reports of the other auditors on the financial statements of the subsidiaries, joint venture and

associate, the attached consolidated financial statements give a true and fair view in conformity with the accounting

principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31 2014, March

31, 2013, and March 31, 2012;

(ii) in the case of the Consolidated Statement of Profit and Loss, of the Profit of the Group for the year ended March

31, 2014, March 31, 2013, and March 31, 2012; and

F-2

(iii) in the case of the Consolidated Cash Flow Statement, of the Cash Flows of the Group for the year ended March

31, 2014, March 31,2013, and March 31,2012 respectively.

Other Matter

1. We did not audit the financial statements of all subsidiaries and joint venture, whose financial

statements/consolidated financial statements reflect total assets of Rs 99,033.5 Millions, Rs 90,849.6 Millions and Rs.

70,151.2 Millions as at March 31, March, 2014, March 31, 2013, March 31, 2012 respectively, total revenue of Rs

19,640.5 Millions, Rs. 14,717.5 Millions and Rs. 6,763.7 Millions for the year ended March 31, 2014, March 31,

2013, March 31, 2012 respectively and net cash flows amounting to Rs 1,345.1 Millions , Rs 3,052.2 Millions and

Rs. 2,374.8 Millions for the year ended March 31, 2014, March 31, 2013, March 31, 2012 respectively and financial

statements of an associate in which the share of (loss) or profit of the Group is (Rs. 15.4) Millions, Rs 403.5 Millions

and Rs. 146.2 Millions for the year ended March 31, 2014, March 31, 2013, March 31, 2012 respectively. These

financial statements and other financial information have been audited by other auditors whose reports have been

furnished to us, and our opinion is based solely on the report of other auditors.

2. In addition to above, we draw attention to note no. 35(c). The financials of the joint venture for the any financial year

after March 31, 2011 are not available with company for the reasons stated therein. The company has consolidated

the last available unaudited financials of the joint venture for the year ended 31st March, 2011 which reflects

Company’s share of total assets of Rs. 226 Millions as at 31st March, 2011.

3. We have not audited any consolidated financial statements of the Group as of any date or for any period subsequent

to March 31, 2014. Accordingly, we express no opinion on the consolidated financial position, results of operations

or cash flows of the Group as of any date or for any period subsequent to March 31, 2014.

4. These consolidated financial statements have been prepared from the audited consolidated financial statements of the

company for the year ended March 31, 2014, March 31, 2013, and March 31, 2012 on which we had issued our

separate report dated 30th May, 2014, 30

th May, 2013 and 13

th August, 2012 respectively. This report should not be in

any way construed as a re-issuance or redrafting of any of the previous audit reports issued by us and is not updated

for any events subsequent to the date of our previous audit reports.

Our opinion is not qualified in respect of the other matters.

Restriction on Distribution and Use

This report is for inclusion in the Offer Document being issued by the Company in connection with the proposed

placement of Equity shares under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009 as amended, and is not to be used, referred to or distributed for any other

purpose without our prior written consent.

For Chaturvedi & Shah

Firm Registration No. 101720W

Chartered Accountants

Amit Chaturvedi

Partner

Membership No.: 103141

Place: Mumbai

Date : November 18, 2014.

F-3

CONSOLIDATED BALANCE SHEET (Rupees in Million)

Particulars Note

No.

As at As at As at

31st March, 2014 31st March, 2013 31st March, 2012

EQUITY AND LIABILITIES

Shareholder's Funds

Share Capital 1 682.64 682.64 682.64

Reserves and Surplus 2 16,865.51 12,575.98 11,240.32

Minority Interest 8,205.40 5,421.86 -

25,753.55 18,680.48 11,922.96

Non-Current Liabilities

Long-term borrowings 3 47,394.55 39,181.61 34,511.75

Deferred tax liabilities (Net) 4 699.90 746.37 766.31

Long term provisions 5 244.80 101.50 265.70

48,339.25 40,029.49 35,543.76

Current Liabilities

Short-term borrowings 6 3,463.38 2,563.64 2,549.96

Trade payables 7 5,427.69 4,699.74 4,249.17

Other current liabilities 8 21,179.45 17,169.03 21,718.11

Short-term provisions 9 643.33 375.62 514.68

30,713.85 24,808.03 29,031.92

Total 1,04,806.65 83,518.00 76,498.64

ASSETS

Non-current assets

Fixed assets

Tangible assets 10 22,882.20 18,776.80 18,460.80

Intangible assets 11 1,051.70 839.30 686.40

Capital work-in-progress 10 470.70 115.10 486.40

Intangible assets under development 11 1,717.30 1,319.30 751.10

Goodwill on Consolidation 40,532.05 27,332.90 26,628.90

66,653.95 48,383.40 47,013.60

Non-current investments 12 321.00 4,383.09 2,761.00

Deferred tax Assets (Net) 4 1.08 66.65 17.20

Long term loans and advances 13 150.74 151.30 341.61

Other non-current assets - - -

472.82 4,601.04 3,119.81

Current assets

Current investments 14 280.83 280.92 280.70

Inventories 15 199.09 185.95 172.59

Trade receivables 16 11,355.84 9,054.02 7,150.69

Cash and Cash Equivalents 17 13,786.25 12,692.47 10,532.84

Short-term loans and advances 18 12,041.32 8,287.09 8,211.91

Other current assets 19 16.55 33.10 16.50

37,679.88 30,533.55 26,365.23

Total 1,04,806.65 83,518.00 76,498.64

2.44 0.02

F-4

CONSOLIDATED STATEMENT OF PROFIT & LOSS ACCOUNT

(Rupees in Million)

Particulars Note

No.

For the year ended

31st March, 2014

For the year ended

31st March, 2013

For the year ended

31st March, 2012

INCOME : -

Revenue from operations 20 23,075.92 18,087.40 8,379.37

Other Income 21 430.67 587.85 355.64

Total Revenue 23,506.59 18,675.25 8,735.01

EXPENDITURE : -

Employee benefit expenses 22 8,747.87 6,957.55 3,852.54

Finance costs 23 3,235.76 3,704.50 1,841.95

Depreciation and amortization expense 1,711.30 1,473.60 491.30

Other expenses 24 3,222.09 3,949.13 1,550.15

Total Expenses 16,917.01 16,084.78 7,735.94

Profit before exceptional items and tax 6,589.57 2,590.47 999.07

Less: Exceptional Items 35(d) 456.17 620.80 311.80

Add: Profit / (Loss) on Disposal of

Subsidiary

- 77.10 -

Profit before tax 6,133.40 2,046.77 687.27

Tax Expenses:

Current tax 1,685.72 603.00 376.60

Deferred tax (102.70) (27.20) 19.80

Current tax expenses relating to prior

years

59.80 (54.80) 21.20

1,642.83 521.00 417.60

Profit after tax for the year 4,490.57 1,526.77 269.67

Add : Share of Income/(Loss) from

Investment in Associates (15.42) 403.50 146.20

Profit for the year 4,475.15 1,930.27 415.87

Share of Minority Interest 643.42 (555.80) -

Profit after Minority Interest 3,831.73 2,486.07 415.87

Earnings each per equity share (Face Value

per share Rs. 5 each):

29

Basic (In Rs.) 28.07 18.21 3.05

Diluted (In Rs.) 28.07 18.21 3.05

F-5

CASH FLOW STATEMENT

(Rupees in Million)

Particulars

For the year

ended

For the year

ended

For the year

ended

31.03.2014 31.03.2013 31.03.2012

Cash Flow from Operating Activities

Profit before Tax

6,133.40 1,968.60 6,87.40

Adjustment for:

Depreciation

1,711.30 1,473.60 4,91.30

Profit on sale of Investment

(0.17) - (81.89)

Dividend on Investment

(1.20) (7.82) (53.55)

Interest Income

(275.24) (358.42) (58.80)

Interest Expense

3,235.76 3,705.40 1,734.04

Bad Debts

4.89 2.76 5.27

Foreign Exchange Gain / Loss on Translation

(1,164.88) (442.71) (300.30)

Profit on Sale of Fixed Assets (Net)

(77.79) (80.28) (0.88)

Operating profit before working capital changes

9,566.07 6,261.13 2,422.58

Adjustment for:

(Increase)/Decrease in Inventories

1.91 (13.30) 42.30

(Increase)/Decrease in Trade Receivable

(2,034.36) (1,906.20) (600.90)

(Increase)/Decrease in Loans and Advances

(1,657.84) (1,466.70) (4,994.00)

Increase/(Decrease) in Current Liabilities

3,510.82 (30.90) 2,023.60

Cash Generated from Operations

9,386.59 2,844.03 (1,106.42)

Income Taxes Paid

(1,293.85) (806.00) (259.40)

Net cash flow from operating activities A 8,092.74 2,038.03 (1,365.82)

Cash Flow from Investing Activities

Purchase of Fixed Assets & Capital Work In Progress

(2,840.58) (1,694.90) (1,433.70)

Acquisition of Subsidiaries

- - (27,707.40)

Advances (given)/ Refund

- - 284.95

Sale of Fixed Assets

178.05 - 126.50

Interest Received

275.24 358.42 58.80

Dividend Received

1.20 351.20 53.60

Purchase of Investment

- - 250.40

Additional Investment in Meininger

(Refer Schedule 12)

(2,568.23) (1,719.00) -

Intercorporate Deposits given

(1,351.97) (310.60) -

Sale of Subsidiary

68.50 908.30 -

Sale of Investments

- - 1,763.00

Net cash used in investing activities B (6,237.80) (2,106.59) (26,603.85)

F-6

Cash Flow from Financing Activities

Proceeds of Long Term Borrowing

14,467.54 13,564.10 24,991.80

Repayment of Long Term Borrowing

(14,063.90) (13,433.30) (1,000.00)

Movements of Short Term Borrowing

899.74 13.70 2,550.00

Proceed from Issue of Preference Shares in Subsidiary

1,091.16 6,499.00 -

Expenses for Issue of Shares

(56.46) - (176.60)

Dividend Paid

(158.68) (158.80) (79.50)

Interest Paid

(3,365.25) (3,917.00) (1,449.20)

Net cash flow from financing activities C (1,185.85) 2,567.70 24,836.50

Net Increase in cash and Cash equivalents (A+B+C)

669.09 2,499.14 (3,133.16)

Cash and Cash equivalents

at the beginning of the period

12,644.72 10,144.10 9,608.00

as part of acquired subsidiary

390.00 - 3,669.20

Effect of Unrealised gain/(loss) on revaluation

40.41 1.61 -

at the end of the period

13,744.25 12,644.80 10,144.00

Net Increase in cash and Cash equivalents 669.12 2,499.09 (3,133.20)

Cash and cash equivalents are as per Note 17 to the financial statements (adjusted for the Book Overdraft as per Note 8)

F-7

Cox & Kings Limited

Notes to Consolidated Financial Statements for the year ended 31st March, 2014

A. Principles of consolidation

The financial statements of the Company and its subsidiary companies (which are not in the nature of joint

ventures) are combined on a line-by-line basis by adding together the book values of like items of assets,

liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions

resulting in unrealised profits or losses in accordance with Accounting Standard (AS) 21 - "Consolidated

Financial Statements".

In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the

average rate prevailing during the period. All assets and liabilities are converted at rates prevailing at the end

of the period. Any exchange difference arising on consolidation is recognised in the foreign exchange

translation reserve.

The difference between the costs of investment in the subsidiaries, over the net assets at the time of

acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital

Reserve as the case may be.

Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted

against the income of the group in order to arrive at the net income attributable to shareholders of the

Company.

Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the

consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders.

In case of associates where the company directly or indirectly through subsidiaries holds more than 20% of

equity, Investments in associates are accounted for using equity method in accordance with Accounting

Standard (AS) 23 - "Accounting for investments in associates in consolidated financial statements".

The Company accounts for its share in the change in the net assets of the associates, post acquisition, after

eliminating unrealized profits and losses resulting from transactions between the Company and its associates

to the extent of its share, through its profit and loss account to the extent such change is attributable to the

associates' profit and loss account and through its reserves for the balance, based on available information.

The difference between the cost of investment in the associates and the share of net assets at the time of

acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve

as the case may be.

In case of joint venture companies (JVC’s), the consolidated financial statements include the interest of the

company in JVC’s, which has been accounted for using the proportionate consolidation method of accounting

and reporting whereby the Company’s share of each of the assets, liabilities, income and expenses of a jointly

controlled entity is considered as separate line items in the Consolidated Financial Statements.

As far as possible, the consolidated financial statements are prepared using uniform accounting policies for

like transactions and other events in similar circumstances and are presented in the same manner as the

Company's separate financial statements.

Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS)

13 “Accounting for Investments”.

F-8

B. Other significant accounting policies

a. Basis of accounting:

The financial statements of the parent company are prepared as per historical cost convention on accrual basis

except certain fixed assets which are stated at fair value and comply with the generally accepted accounting

principles in India and the applicable accounting standards. The financial statements of the foreign subsidiaries

are prepared as per the Financial Reporting Standards prevalent in respective countries. Accordingly, United

Kingdom based subsidiaries are prepared in accordance with the UK financial reporting standards, UAE based

subsidiary company are prepared in accordance with International Financial Reporting Standards, Singapore

based subsidiaries are prepared in accordance with the Singapore Financial Reporting Standards and Australia

based subsidiaries are prepared in accordance with the Australia Financial Reporting Standards.

b. Use of estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reported

amount of the assets and liabilities on the date of the financial statements and the reported amount of revenues

and expenses during the reporting period. Difference between the actual results and estimates are recognized in

the period in which the results are known/ materialized.

c. Turnover:

In line with generally accepted accounting practices, turnover comprises of net commissions earned on travel

management, service agency charges including margins in respect of tour and tour related services and

commissions/margins earned on foreign exchange transactions in the normal course of the business as Authorised

Dealer. The income arising from the buying and selling of foreign currencies has been included on the basis of

margins achieved.

d. Revenue Recognition:

In accordance with the Group’s accounting policy followed consistently, commissions/income arising from tours

and related services is accounted after netting off all direct expenditures relating thereto net of discounts. Income

from buying and selling of foreign currencies is accounted on net basis as stated in (c) above. All revenues are

accounted when there is reasonable certainty of its ultimate collection.

e. Expenditure:

All general business expenditure is accounted in the year in which it is incurred. All direct tour related expenses

including advertisement expenses for specific tour are accounted in the year in which the tours are undertaken.

Certain expenses such as cost of brochure productions and promotional materials are charged to Statement of

Profit & Loss over the season to which they relate to the extent that these costs are reasonably assured.

f. Fixed Assets:

Fixed Assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and

installation of fixed assets. Intangible assets represent Software, Video Shoots and Trademarks stated at cost less

accumulated amortisation and impairments losses, if any.

g. Depreciation:

F-9

Parent Company provides depreciation on fixed assets on the written down value method at the rates prescribed

under Schedule XIV to the Companies Act, 1956. Intangible assets are amortised over a period of five to ten

years, being the expected period of use. The leasehold land is depreciated over the lease period. Leasehold

improvements are depreciated over the lease period or at the rates prescribed for Furniture in Schedule XIV to the

Companies Act, 1956, whichever is higher.

In case of foreign subsidiaries, depreciation on fixed assets is provided at the rates/method prescribed as per the

GAAPs of the respective countries which vary in case of following significant subsidiaries:

Prometheon Holdings (UK) Limited provides depreciation using the straight line method at rates calculated to

write off the cost, less residual value, of each asset over its expected useful economic life, as follows:

Freehold Land and Building - 50 years

Short Leasehold improvements - Terms of Lease

Camping Equipment - 2-5 years

Mobile Homes - 12 years

Office Equipments and Motor vehicles - 3-5 years

Costs in respect of the transfer of mobile homes from site to site have been capitalised within fixed assets

where there was a commercial reason for the move.

Cox and Kings (UK) Limited provide depreciation using the following rates on written down value method.

Short leasehold - 15%

Plant and machinery - 15%

Furniture, Fittings and Equipments - 15%

Motor vehicles - 25%

Cox and Kings Australia (Pty) Ltd. provides depreciation on following rates on Straight line method.

Furniture, Fixtures and Fittings - 20%

Office Equipment - 20%

Computer Equipment and Software - 40%

h. Impairment of assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss

is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The

impairment loss recognized in prior accounting period is reversed if there has been change in the estimate of

recoverable amount.

i. Investments:

Long-term investments are valued at cost. Provision for diminution in value of investments is made, if the

diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market

value.

j. Inventory:

Inventories have been valued at lower of cost and realisable value as at the year-end. Cost represents purchase

price and is calculated using the FIFO method.

F-10

k. Employee Benefits:

(i) Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement of

profit and loss of the year in which the related service is rendered.

(ii) Post employment and other long term employee benefits are recognised as an expense in the profit and loss

account for the year in which the employee has rendered services. The expense is recognised at the present

value of the amounts payable determined using actuarial valuation techniques. Actuarial gains and losses in

respect of post employment and other long term benefits are charged to the Statement of profit and loss.

l. Foreign Currency Transactions:

(i) Transactions denominated in foreign currencies are recorded at spot rates / average rates.

(ii) Monetary items denominated in foreign currencies at the year end are restated at year end rates.

(iii) Non monetary foreign currency items are carried at cost.

(iv) In respect of forward contracts, the premium paid, gains/losses on settlement and losses on restatement are

recognized in Statement of Profit and Loss.

(v) In respect of integral foreign operations, all transactions are translated at rates prevailing on the date of

transaction or that approximates the actual rate on the date of transaction. Monetary assets and liabilities are

restated at the yearend rates.

(vi) Any income or expense on account of exchange difference either on settlement or on translation is recognised

in the profit and loss account.

.

m. Accounting for taxes on Income:

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

differences between taxable income and accounting income is accounted for, using the tax rates and the tax laws

enacted or substantially enacted as on the balance sheet date. Deferred tax assets are recognized only to the

extent that there is a reasonable certainty of its realisation.

n. Provision, Contingent Liabilities and Contingent Assets :

Provisions involving substantial degree of estimation in measurement are recognized when there is a present

obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent

Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor

disclosed in the financial statements.

Cox & Kings Limited


F-11

1 - Share Capital

(Rupees in Million)

As at As at As at

Particulars

31st March 2014 31st March 2013 31st March 2012

Authorised:

22,00,00,000 equity shares of Rs. 5 each

(In F.Y 2013-14 22,00,00,000 equity shares of Rs. 5 each, In F.Y 2012-13 22,00,00,000

equity shares of Rs.5 each and In F.Y 2011-12 22,00,00,000 equity shares of Rs.5 each). 1,100.00 1,100.00 1,100.00

1,100.00 1,100.00 1,100.00

Issued, Subscribed and Paid up:

13,65,27,890 equity shares of Rs. 5 each fully paid up

(In F.Y 2013-14 13,65,27,890 equity shares of Rs. 5 each fully paid up , In F.Y 2012-13

13,65,27,890 equity shares of Rs. 5 each fully paid up and In F.Y 2011-2012

13,65,27,890 equity shares of Rs. 5 each fully paid up).

682.64 682.64 682.64

Total 682.64 682.64 682.64

1.1 In 2012-13 3,88,87,890 equity share of face value Rs.5/- each out of issued, subscribed & paid up share capital were allotted as bonus share in the past five years

by capitalisation of reserves.

In 2011-12 3,88,87,890 equity share of face value Rs.5/- each out of issued, subscribed & paid up share capital were allotted as bonus share in the past five years by

capitalisation of reserves.

1.2 In 2012-13 20,82,630 equity share of face value Rs.5/- each out of issued, subscribed & paid up share capital were allotted in the past five years pursuant to the

contract without payment being received in cash.

In 2011-12 23,99,630 equity share of face value Rs.5/- each out of issued, subscribed & paid up share capital were allotted as bonus shares in the five years to the

contract without payment being received in cash.

Cox & Kings Limited


F-12

1.4 Reconciliation of the no. of shares outstanding at the beginning and at the end of

the year:

For the year ended on

31st March 2014

For the year ended on

31st March 2013

For the year ended

on

31st March 2012

No of shares No of shares No of shares

No of Equity Shares outstanding at the beginning of the year

13,65,27,890 13,65,27,890 6,82,63,945

Add: Subdivision (Refer Note 1.5)

- - 6,82,63,945

Less: Equity Shares forfeited/Bought back during the year

- - -

No of Equity Shares outstanding at the end of the year

13,65,27,890 13,65,27,890 13,65,27,890

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

1.6 Terms/rights attached to equity shares:

The company has only one class of equity shares having a par value of Rs. 5/- per share. Each holder of equity shares is entitled to one vote per share. The

company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing

Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after

distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1.3 Number of Equity Shares held by each shareholder holding more than 5% shares in the company are as follows:

Particulars As at 31st March, 2014 As at 31st March, 2013 As at 31st March, 2012

No of Shares

Share Holding

in %

No of Shares

Share

Holding in %

No of Shares

Share

Holding in %

Sneh Sadan Graphic Services Limited 3,30,38,368 24.20% 3,35,38,368 24.57% 3,33,53,368 24.42%

Kubber Investments (Mauritius) Pvt Ltd 1,83,46,560 13.44% 1,83,46,560 13.44% 1,83,46,560 13.44%

Liz Investments Pvt Ltd 1,51,60,849 11.10% 1,44,82,526 10.61% 1,37,63,328 10.08%

Smallcap World Fund Inc 1,05,92,000 7.76% 1,05,92,000 7.76% 1,05,92,000 7.76%

Cox & Kings Limited


F-13

2 - Reserves And Surplus

(Rupees in

Million)

As at As at As at

Particulars

31st March

2014

31st March

2013

31st March

2012

Capital Reserves

As per last Balance Sheet

3.24 3.17 3.17

Securities Premium Account:


7,438.88

7,438.88

7,615.51

Less : NCDs issue expenses

56.46

176.63

7,382.42

7,438.88

7,438.88

Debenture Redemption Reserve


314.48

469.68

151.85

Additions/Deletions on account of debentures for the year: - - 318.83

Add: Transfer from Profit & Loss 198.29 - -

Less: Transfer to General Reserves -

155.20

512.77

314.48

469.68

Foreign Exchange Earning Reserve:

As per last Balance Sheet - -

5.62

Less: Transfer to General Reserves - -

(5.62)

- -

-

Revaluation Reserve:

Cox & Kings Limited


F-14


33.27

27.57

33.27

Add/( Less) : during the year

55.46

5.70

(5.70)

88.73

33.27

27.57

Foreign Exchange Translation Reserve:


(27.25)

(550.20)

(320.54)

Less: Prior Period Expense (Refer note 2.1) -

(899.90)

-

Additions during the year

618.47

1,422.85

(229.66)

591.22 (27.25) (550.20)

General Reserve

As per last Balance Sheet 259.22 63.92 -

Add: Transfer from Statement of Profit and Loss

84.50

40.10

58.30

Add: Transfer from Foreign Exchange Earning Reserve - -

5.62

Less: Transfer to Debenture Redemption Reserve - - -

Add: Transfer from Debenture Redemption Reserve - 155.20 -

343.72

259.22

63.92

Surplus i.e. Balance in Profit and Loss statement


4,554.21

3,787.30

3,907.24

Add: Profit for the year

3,831.73

2,484.23

416.13

Less: Appropriations

Prior Period Adjustment (Refer note 2.1) -

1,517.84

-

Debenture Redemption Reserve

198.29 -

318.83

Tax on Dividend payment for Previous Year -

0.70

0.30

Cox & Kings Limited


F-15

Proposed Dividend*

136.53

136.53

136.53

Tax on Proposed Dividend

23.21

22.15

22.11

Transfer to General Reserves

84.50

40.10

58.30

7,943.41

4,554.21

3,787.30

Total

16,866.51

12,575.98

11,240.32

* Dividend amount per equity share proposed to be distributed to Shareholders in F.Y 2013-14 Rs.1/- per share In F.Y 2012-13 Rs.1/- per share and In F.Y 2011-12 Rs.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(Rs.899.9 Million ) . In the previous

year, a loss of STG 12.8 Million ( Rs.1,056.70 Million) 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 (Rs. 461.8 Million) 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 Rs. 1,518.50 Million pertaining to prior period have been adjusted in the opening reserves apart from Foreign Exchange Gain of Rs. 899.9

Million which has been adjusted against Foreign Exchange Translation Reserve on consolidation.

3 - Long Term Borrowings

(Rupees in Million)

As at 31st March

2014

As at 31st March

2013 As at 31st March 2012

Particulars Current

Non

Current Current

Non

Current Current

Non

Current

Secured

Non Convertible Debentures 1,250.00 2,950.00 - 2,700.00 - 6,000.00

Term Loans from Banks 2,538.62 43,702.14 4,058.24 35,912.08 8,987.80 25,712.75

Cox & Kings Limited


F-16

Vehicle Loans from Banks 0.15 0.52 0.14 0.67 1.24 -

Vehicle Loans from Others 0.29 1.07 0.11 0.51 0.62 -

Term Loans from Financial Institutions 196.40 317.20 - - - -

Lease Obligations (Refer Note No.28) 315.98 173.62 458.79 318.36 566.80 799.00

Unsecured

Non Convertible Debentures - 250.00 - 250.00 - 2000.00

Term Loans from Banks 676.60 - 500.00 - - -

Total 4,978.05 47,394.55 5,017.29 39,181.61 9,556.47 34,511.75

3.1 Term Loans comprising of:

In the year 2013-14

(a) Secured Non Convertible debentures to the extent Rs.1,700 Million are secured by First Pari Passu charge on all Fixed and Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent Rs.1,000 Million are secured by First Pari Passu charge on all Current Assets of the Company.

(c) Secured Non Convertible debentures to the extent Rs.750 Million are secured by Pari Passu charge on receivables of the Company.

(d) Secured Non Convertible debentures to the extent Rs.750 Million are secured by Subservient charge on Current Assets of the Company.

(e) Secured Term Loan from Financial Institution to the extent of Rs.513.6 Million is secured by subservient charge on the fixed assets, second charge on current

assets, pledge of 14,02,500 shares of Tulip star Hotel Ltd.held by the company.

(f) Secured Term Loan from Bank Rs.34.8 Million are secured by Second charge on over all assets of Cox & Kings Travel Ltd.and Cox & Kings (UK) Ltd. and

Fixed charge on Fixed assets and current assets of East India Travel Company Inc.,

(g) Secured Term Loan from Bank Rs.567.7 Million are secured by bank guarantee given by parent company for Cox & Kings Singapore Pvt. Ltd.

(h) Secured Term Loan from Bank Rs.3,286.7 Million are secured by First Charge on the Debt Service Reserve account , Corporate guarantees and Pledge of

100% shares given by Cox & Kings Singapore Pvt. Ltd , Cox & Kings Travel Ltd and Cox & Kings (UK) Ltd.

Cox & Kings Limited


F-17

(i) Secured Term Loan from Bank Rs.1,792.7 Million are secured by Corporate guarantees of Cox & Kings Ltd , Cox & Kings (Australia) Pty Ltd and Cox &

Kings Tours LLC, Dubai . Pari-Pasu share security of Cox & Kings Singapore and Cox & Kings Ltd.and First and exclusive security over all the shares and assets

of Cox & Kings (Australia) Pty Ltd and all its subsidiaries.

(j) Secured Term Loan from Bank Rs.10,912.1 Million are secured by pledge of shares of Holidaybreak Ltd., Corporate Guarantee of the Company and First

charge on receivables of Prometheon Holdings (UK) Ltd.

(k) Secured Term Loan from Bank Rs.18,200 Million are secured by freehold properties of certain subsidiary undertakings of Holidaybreak Ltd.

(l) Secured Finance Lease Obligations to the extent Rs.480 Million are secured by freehold properties of certain subsidiary undertakings of Holidaybreak Ltd.

(m) Secured Finance Lease Obligations to the extent Rs.9.6 Million are secured by IT Servers of Cox and Kings Travel Ltd.

(n) Secured Term Loan from Bank Rs.11,446.70 Million 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.

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

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

In the year 2012-13

(a) Secured Non Convertible debentures to the extent Rs.1,700 Million are secured by First Pari Passu charge on all Fixed and Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent Rs.1,000 Million are secured by First Pari Passu charge on all Current Assets of the Company.

(c) Secured Term Loan from Bank to the extent Rs.267.7 Million is secured against Credit Card Receivables, second charge on the current assets of the company,

present and future, and Personal Guarantee of two Directors.

(d) Secured Term Loan from Bank to the extent Rs.223.7 Million is secured by first ranking charge on all Current Assets, both present and future, excluding credit

card receivables.

(e) Secured Term Loan from Bank Rs.406.5 Million 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 Rs. Nil Million 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.

Cox & Kings Limited


F-18

(g) Secured Term Loan from Bank Rs. 1,783 Million are secured by bank guarantess given by parent company for Cox and Kings Singapore Pvt. Ltd..

(h) Secured Term Loan from Bank Rs. 10,850.2 Million 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 Rs. 15,707.8 Million are secured by freehold properties of certain subsidiary undertakings of Holidaybreak Ltd.

(j) Secured Finance Lease Obligations Rs. 777.2 Million are secured by freehold properties of certain subsidiary undertakings of Holidaybreak Ltd.

(k) Secured Term Loan from Bank Rs. 10,731.4 Million 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 Rs.500 Million.

In the year 2011-12

(a) Secured Non Convertible debentures to the extent Rs.5,000 Million are secured by First Pari Passu charge on Fixed & Current Assets of the Company.

(b) Secured Non Convertible debentures to the extent Rs.1,000 Million are secured by First Pari Passu charge on Current Assets of the Company.

(c) Secured Term Loan from Bank to the extent Rs.473.5 Million is secured against Credit Card Receivables, second charge on the current assets of the company ,

present and future and Personal Guarantee of two Directors.

(d) Secured Term Loan from Bank to the extent Rs.95 Million is secured by pledge of shares held by company in JV Company and Personal Guarantee of two

directors.

(e) Secured Term Loan from Bank to the extent Rs.500 Million is secured by Subservient charge on Present & Future Fixed assets & Second Pari Passu charge on

Current Assets of the Company.

(f) Secured Term Loan from Bank to the extent Rs.333.1 Million is secured by first ranking charge on all Current Assets, both present and future, excluding credit

card receivables.

(g) Secured Term Loan from Bank Rs.572.8 Million are secured by fixed and floting charged over all assets of Cox and Kings Travel Ltd.

Cox & Kings Limited


F-19

(h) Secured Term Loan from Bank Rs.524.0 Million 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.

(i) Secured Term Loan from Bank Rs. 2,495.3 Million are secured by bank guarantees given by parent company for Cox and Kings Singapore Pvt. Ltd..

(j) Secured Term Loan from Bank Rs. 29,706.8 Million are secured by freehold properties of certain subsidiary undertakings pledge of shares of Prometheon

Holdings (UK) Ltd and subsequent Pari Passu charge on fixed Assets of the Company .

(g) Vehicle Loans are secured against the respective vehicles purchased.

In the year 2013-14

3.2 Maturity Profile and rate of interest of Non-convertible debentures are set

out below:

(Rupees in Million)

Rate of Interest 2015-16 2016-17 2017-18 2018-19

Secured Debentures

400 Non Convertible Debentures 11.25% - 150.00 - -

1,300 Non Convertible Debentures 11.30% - 1,300.00 - -

1,000 Non Convertible Debentures 11.25% - - - -

750 Non Convertible Debentures 11.75% - 750.00 - -

750 Non Convertible Debentures 10.50% - - - 750.00

Unsecured Debentures

250 Non Convertible Debentures 10.60% 250.00 - - -

Total

250.00 2,200.00 - 750.00

3.3 Maturity Profile of other loans is set out below: (Rupees in Million)

2015-16 2016-17 2017-18 2018-19

Secured Loans:

Term Loan from Banks 21,107.48 6,423.83 6,897.36 9,273.13

Vehicle Loan 0.60 0.55 0.54 -

Term Loan from Others 227.20 60.00 30.00

Unsecured Loans:

Cox & Kings Limited


F-20

Term Loan from Banks 112.72 40.56 20.28 -

Total 21,449.00 6,524.95 6,948.19 9,273.13

In the year 2012-13

3.2 Maturity Profile and rate of interest of Non-convertible debentures are set out below: (Rupees in Million)

Rate of Interest 2014-15 2015-16 2016-17

Secured Debentures

400 Non Convertible Debentures 11.25% - 250.00 150.00

1,300 Non Convertible Debentures 11.30% - - 1,300.00

1,000 Non Convertible Debentures 11.25% 1000.00 - -


250 Non Convertible Debentures 10.60% 250.00 - -

- -

Total

12,500 2,500 14,500

3.3 Maturity Profile of other loans is set out below:

(Rupees in Million)

2014-15 2015-16 2016-17

2017-18 &

After

Secured Loans:

Loan from Banks 3,649.45 3,714.52 4,051.85 24,814.62

Vehicle Loan 0.27 0.30 0.33 0.29

Total 3,649.71 3,714.81 4,052.18 24,814.91

Cox & Kings Limited


F-21

In the year 2011-12

3.2 Maturity Profile and rate of interest of Non-convertible debentures are set out

below:

(Rupees in Million)

Rate of

Interest 2013-14 2014-15 2015-16 2016-17

Secured Debentures

2,500 Non Convertible Debentures 11.25% - 750.00 750.00 1000.00

1,200 Non Convertible Debentures 11.70% - 400.00 400.00 400.00

1,300 Non Convertible Debentures 11.30% - - - 1,300.00

1,000 Non Convertible Debentures 11.25% - 1,000.00 - -


2,000 Non Convertible Debentures 10.60% - 1,000.00 1,000.00 -

Total

- 3,150.00 2,150.00 2,700.00

3.3 Maturity Profile of other loans is set out below:

(Rupees in Million)

2013-14 2014-15 2015-16 2016-17 2017-18

& After

Term Loan from Banks 14,883.57 2,597.90 1,517.70 1,576.72 5,136.77

Vehicle Loan 1.76 - - - -

Total 14,885.33 2,597.90 1,517.70 1,576.72 5,136.77

4 - Deferred Tax Liability (Net):

(Rupees in Million)

As at As at As at

Particulars 31st March, 2014 31st March, 2013 31st March, 2012

Deferred Tax Liability

Related to Fixed Assets 699.90 746.37 766.31

699.90 746.37 766.31

Cox & Kings Limited


F-22

Deferred Tax Assets

Related to Fixed Assets 1.08 66.65 17.20

1.08 66.65 17.20

5 - Long- Term Provisions

(Rupees in Million)

Particulars

As at

31st March, 2014

As at

31st March, 2013

As at

31st March, 2012

Provision for Employee Benefits 244.80 101.50 265.70

Total 244.80 101.50 265.70

6 - Short Term Borrowings

(Rupees in Million)

As at As at As at

Particulars 31st March 2014 31st March 2013 31st March 2012

Secured Loan

From Banks

- Working Capital Loan 1,568.64 1,813.64 1,000.00

- Other Short Term Loan 394.74 - -

Unsecured Loan

- Other Short Term Loan 1,500.00 750.00 1,549.96

Total 3,463.38 2,563.64 2,549.96

Cox & Kings Limited


F-23

In the year 2013-14

6.1 Working Capital Loan Rs.1,157.6 Million 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 Rs.411.00 Million is secured by first charge on over all assets of Cox and Kings Travel Ltd.and Cox & Kings (UK) Ltd. and

second charge on Fixed assets and current assets of East India Travel Company Inc.First charge on freehold residential property of Cox & Kings Travel

Limited and Corporate guarantee of Cox & Kings Limited, the holding company.

6.3 Other short Term Loan Rs.244.70 Million is secured by by first charge on over all assets of Cox and Kings Travel Ltd.and Cox & Kings (UK) Ltd. and

second charge on Fixed assets and current assets of East India Travel Company Inc.

6.4 Other short Term Loan Rs.150.00 Million is secured by residential flats owned by Promoter Director having Market Value at around 100 Million &

Pledge of Shares capital aggregating Rs.300 Million comprising of Equity (Rs.100 Million) as well as preference shares (Rs.200 Million).

In the year 2012-13

6.1 Working Capital Loan Rs.1,450.50 Million 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 Rs.Nil Million is secured by First charge on one Residential flat and whole of Current Assets of the Company.

6.3 Working Capital Loan Rs.363.10 Million is secured by First charge on Fixed & Current Assets of Cox and Kings Travel Ltd.

In the year 2011-12

6.1 Working Capital Loan is secured by First Pari Passu charge on Fixed & Current Assets of the Company.

Cox & Kings Limited


F-24

7 - Trade Payables

(Rupees in Million)

As at As at As at


Trade payables

Micro, Small and Medium Enterprises - - -

Others 5,427.69 4,699.74 4,249.17

Total 5,427.69 4,699.74 4,249.17

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 (Rupees in Million)

Particulars

As at

31st March

2014

As at

31st March

2013

As at

31st March

2012

Current maturities of long-term debt (Refer Note No. 3) 4,662.07 4,558.50 8,989.67

Current maturities of finance lease obligations (Refer Note No. 3) 315.98 458.79 566.80

Interest accrued but not due on borrowings 26.65 156..15 367.80

Unpaid dividends* 0.18 0.14 0.10

Unpaid Application money* # [Rs.0.17 Million Rs..0.17 Million & Rs.

0.17 Million in FY 2013-14, FY 2012-13 & FY 2011-12 respectively)

0.02 0.02 0.02

Book overdraft 42.01 47.74 388.67

Income received in advance (Unearned revenue) 10,326.95 7,067.14 6,999.29

Other payables (including statutory dues payable and advance from

customers)

5,805.59 4,878.62 4,403.76

Cox & Kings Limited


F-25

Total 21,179.45 17,167.09 21,717.10

*No amount is due to Investor Education and Protection Fund.

9 - Short-Term Provisions (Rupees in Million)

Particulars

As at

31st March,

2014

As at

31st March,

2013

As at

31st March,

2012

Provision-Others:

Provision for Employee Benefits 20.38 43.80 103.71

Proposed Dividend 136.53 136.53 136.63

Tax on proposed dividend 23.21 22.15 22.14

Provision for Tax (Net of Advance Tax) 463.21 174.13 253.20

Total 643.33 375.62 514.68

10. Fixed Assets - Tangible

(Rupees in Million)

Description of Assets

Gross Block Accumulated Depreciation Net Block

As at 31st

March,

2014

As at 31st

March,

2013

As at 31st

March,

2012

As at 31st

March, 2014

As at 31st

March,

2013

As at 31st

March,

2012

As at 31st

March,

2014

As at 31st

March,

2013

As at 31st

March,

2012

Owned Assets:

Lease Hold Land 46.90 39.70 77.10 26.40 19.80 24.60 20.50 19.90 52.50

Land & Building 14,459.40 11,790.60 11,765.30 662.80 514.40 328.90 13,796.60 11,276.20 11,436.40

Computer and Printers 1,714.10 1,451.50 1,355.20 951.00 730.80 599.80 763.10 720.70 755.40

Electrical Installations & Fittings 367.30 306.50 289.70 140.90 100.90 114.30 226.40 205.60 175.40

Office Equipments 376.90 332.40 311.40 156.10 138.30 116.00 220.80 194.10 195.40

Cox & Kings Limited


F-26

Furniture & Fixtures 1,371.50 954.50 840.20 351.90 256.20 189.40 1,019.60 698.30 650.80

Mobile Homes &

Camping Equipment 9,585.70 7,702.20 7,579.00 4,604.10 3,648.50 3,361.90 4,981.60 4,053.70 4,217.10

Motor Car 78.90 79.80 93.40 38.80 35.10 40.70 40.10 44.70 52.70

Lease Assets:

Lease Hold Improvements 2,030.20 1,696.60 1,126.80 216.70 133.00 201.70 1,813.50 1,563.60 925.10

TOTAL 30,030.90 24,353.80 23,438.10 7,148.70 5,577.00 4,977.30 22,882.20 18,776.80 18,460.80

Previous Year 24,353.80 23,438.10 1,566.60 5,577.00 4,977.30 687.10 18,776.80 18,460.80 879.50

Add: Capital Work In Progress -

Tagible

470.70 115.10 486.40

10.1 Additions to gross block includes Rs.304.9 Million, Rs. Nil and Rs.23.014.6 Million in FY 2013-14, FY 2012-13 & FY 2011-12 respectively on account of consolidation of

new subsidiaries at its net Assets value.

10.2 Disposal/Adjustments to gross block includes Rs.4,636.6 Million, Rs. 305.5 Million & Rs. 145.6 Million in FY 2013-14, FY 2012-13 & FY 2011-12 respectively and

depreciation adjustments includes Rs. 1,053.9 Million, Rs. 365 Million & Rs. 766 Million in FY 2013-14, FY 2012-13 & FY 2011-12 respectively on account of foreign exchange

difference on consolidation.

10.3 Capital Work in Progress and addition includes rent capitalised Rs. Nil Million, Rs. 16.4 Million & Rs. 73.9 Million in FY 2013-14, FY 2012-13 & FY 2011-12 respectively.

11. Fixed Assets – Intangible

(Rupees in Million)



As at 31st

March,

2014

As at 31st

March, 2013

As at 31st

March, 2012

As at 31st

March,

2014

As at 31st

March,

2013

As at 31st

March,

2012

As at 31st

March,

2014

As at 31st

March,

2013

As at 31st

March,

2012

Computer Softwares

2,250.00

1,621.80

1,462.10

1,226.40

818.00

817.60

1,023.60

803.80

644.50

Trade Marks

3.10

4.70

3.10

0.80

1.00

0.60

2.30

3.70

2.50

Cox & Kings Limited


F-27

Videos

47.40

47.40

47.40

21.60

15.60

8.00

25.80

31.80

39.40

TOTAL

2,300.50

1,673.90

1,512.60

1,248.80

834.60

826.20

1,051.70

839.30

686.40

Previous Year

1,673.90 1,512.60

273.90

834.60

826.20

132.40

839.30

686.40

141.50

Add: Capital Work In

Progress - Intangible

1,717.30

1,319.30

751.10

11.1 Disposal/Adjustments to gross block includes Rs.215.5 Million, Rs.30.9 Million & Rs. 14.2 Million in FY 2013-14, FY 2012-13 & FY 2011-12

respectively and depreciation adjustments includes Rs.122.2 Million, Rs.10.8 Million & Rs.12.4 Million in FY 2013-14, FY 2012-13 & FY 2011-12

respectively on account of foreign exchange difference on consolidation.

11.2 Intangible under development and additions include Employee Benefit Expenses Capitalised Rs.89.5 Million Rs.118 Million & Rs.77.9 Million in FY

2013-14, FY 2012-13 & FY 2011-12 respectively and rent Rs.12.7 Million, Rs. 4.2 Million & Rs. Nil Million in FY 2013-14, FY 2012-13 & FY 2011-12

respectively.

Cox & Kings Limited


F-28

12 - Non Current Investments

(Rupees in Million)

Particulars

As at 31st

March 2014

As at 31st March

2013

As at 31st March

2012

Non CURRENT INVESTMENTS (Unquoted, Non Trade)

Investments in Equity Instruments of Others:

Ezeego One Travel and Tours Limited 100.00

100.00

100.00

In F.Y 2013-14 9,000 Equity Share of Rs.10/- Each fully paid-up,

In F.Y 2012-13 9,000 Equity Share of Rs.10/- Each fully paid-up and

In F.Y 2011-12 9,000 Equity Share of Rs.10/- Each fully paid-up.

Business India Publications Limited 2.48

2.50

2.50

In F.Y 2013-14 45,000 equity shares of Rs 10/- each fully paid-up,

In F.Y 2012-13 45,000 equity shares of Rs 10/- each fully paid-up and

In F.Y 2011-12 45,000 equity shares of Rs 10/- each fully paid-up.

New Media Spark Plc 0.99

0.81

0.81

In F.Y 2013-14 10,000 equity shares of GBP 1 each fully paid-up,

In F.Y 2012-13 10,000 equity shares of GBP 1 each fully paid-up and

In F.Y 2011-12 10,000 equity shares of GBP 1 each fully paid-up.

Greater Bombay Co-Op Bank Limited - - *0

In F.Y 2013-14 Nil shares at Rs.Nil Million

In F.Y 2012-13 Nil shares at Rs.Nil Million and

In F.Y 2011-12 40 shares at Rs. 25 each fully paid-up (*Rs.0.01 Million).

Radius the Global Travel Company

In F.Y 2013-14 619.78 Shares of Class B Common Voting shares fully paid-

up,

In F.Y 2012-13 619.78 Shares of Class B Common Voting shares fully paid-

up & In F.Y 2011-12 649 Shares of Class B Common Voting shares fully

paid-up.

176.34

133.27

147.47

Cox & Kings Limited


F-29

In F.Y 2013-14 10 Shares of Class A Common Non-Voting Shares fully paid-

up.


up.


up.

0.55

0.55

0.61

Meininger Holding GMBH* -

4,096.07

2,471.26

In F.Y 2013-14 Nil Shares

In F.Y 2012-13 22,200 Equity shares of Euro 1 each fully paid-up and

In F.Y 2011-12 15,000 Equity shares of Euro 1 each fully paid-up

Adventure Travel Experience Inc 13.72

11.39

7.93

In F.Y 2013-14 1000 Shares of $ 0.01 each



Tutors Direct Limited 24.92

20.70

-

In F.Y 2013-14 250,000 preference shares of £1 each , 667,000 ordinary

shares of £0.001 each

In F.Y 2012-13 250,000 preference shares of £1 each , 667,000 ordinary

shares of £0.001 each

In F.Y 2011-12 Nil preference shares , Nil ordinary shares .

Tute Education Limited 1.92

1.65

-

In F.Y 2013-14 4000 Ordinary Share of £0.001 each , 5000 Ordinary Share

of £0.001 each (purchased @ £ 4 each)

In F.Y 2012-13 4000 Ordinary Share of £0.001 each , 5000 Ordinary Share

of £0.001 each (purchased @ £ 4 each)

In F.Y 2011-12 Nil Ordinary Share , Nil Ordinary Share .

Non CURRENT INVESTMENTS (Quoted, Non Trade)

Investments in Equity Instruments of Associates:

Tulip Star Hotels Limited 0.08

16.14

30.41

In F.Y 2013-14 14,02,500 Equity Shares of Rs.10/- each fully paid-up,

In F.Y 2012-13 14,02,500 Equity Shares of Rs.10/- each fully paid-up and

In F.Y 2011-12 14,02,500 Equity Shares of Rs.10/- each fully paid-up

Cox & Kings Limited


F-30

Pledge against the loans taken from Banks/Financial Institutions by

Company/Subsidiaries.

Total 321.00

4,383.09

2,761.00

Aggregate Amount of quoted investments 0.08

16.14

30.41

Aggregate Amount of unquoted investments 320.92

4,366.95

2,730.58

Market Value of quoted investments 106.73

182.33

230.01

In F.Y 2013-14 * The Company acquired the balance 26% in the subsidiary

Meininger Holidays GMBH on 30th April, 2013 for Rs.2,568.20 Million. The

financials are consolidated, line by line basis, from the date of such

acquisition, as company attained full management control as per shareholder's

agreement from such date. Until then, the accounts were consolidated only as

share of profit from associates. Hence, the comparative figures of previous

financial year are not comparable with current year.

13 - Long Term Loans And Advances

(Rupees in Million)

As at As at As at


(Unsecured and considered good)

Capital Advances - - 19.29

Deposits (Including Security & EMD Deposits) 150.74 151.30 322.32

Total 150.74 151.30 341.61

Cox & Kings Limited


F-31

14 - Current Investments

(Rupees in Million)

As at As at As at


CURRENT INVESTMENTS (Unquoted, Non Trade)

Investments in Debentures:

V Hotels Limited 180.00 180.00 180.00

In F.Y 2013-14 1,800,000 24% Convertible Debentures of

Rs 100/- each fully paid-up,


Rs 100/- each fully paid-up and


Rs 100/- each fully paid-up.

Ezeego One Travel and Tours Limited 100.00 100.00 100.00

In F.Y 2013-14 100,000 12% Fully Convertible Debentures

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


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


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

Investments in Units of Mutual Funds:

Kotak Indo World Infrastructure Fund - Growth Plan 0.63 0.70 0.70

In F.Y 2013-14 58,567 Units of Rs. 10 each fully paid up.

In F.Y 2012-13 100,000 Units of Rs. 10 each fully paid up

and

In F.Y 2011-12 100,000 Units of Rs. 10 each fully paid up. Axis Liquid Fund-Daily Dividend 0.20 0.11 -

In F.Y 2013-14 115.905 Units of Rs.1,000 each fully paid up

In F.Y 2012-13 108.887 Units of Rs.1,000 each fully paid up

In F.Y 2011-12 Nil Units.

Total 280.83 280.92 280.70

Cox & Kings Limited


F-32

15 - Inventories

(at cost or net realisable value whichever is lower) (Rupees in Million)

As at As at As at


Foreign Currency 42.22 61.52 58.49

Stock - tickets, food, mobile homes and other retail items 156.87 124.44 114.10

Total 199.09 185.95 172.59

16- Trade Receivables

(Rupees in Million)

As at As at As at



Outstanding for a period exceeding six month from the date that

are due for payments 281.78 152.67 42.19

Others 11,074.06 8,901.35 7,108.50

Total 11,355.84 9,054.02 7,150.69

Cox & Kings Limited


F-33

17 - Cash and Bank Balances

(Rupees in

Million)

Particulars

As at 31st

March 2014

As at 31st

March 2013

As at 31st

March 2012

Cash and Cash Equivalent

Balances with banks

In Current Accounts 9,532.33 8,181.88 8,421.75

In Unpaid Dividend Accounts 0.20 0.14 0.08

Cash on hand 54.29 39.95 22.35

* Includes cheques on hand In F.Y 2013-14 for Rs.Nil

In F.Y 2012-13 for Rs. 4,921

In F.Y 2011-12 for Rs.Nil.

Other Bank Balance

Margin Money Deposit 1,788.72 84.90 37.07

(Given as security for Bank Guarantee & Overdraft limits)

Fixed Deposits* 2,410.72 4,385.60 2,051.60

* In F.Y 2013-14 Rs.23,739 Million ,In 2012-13 Rs.43,856 Million & In 2011-12 Rs.20,748

Million Fixed Deposits having original maturity period more than twelve months.

*In F.Y 2013-14 Rs.368 Million ,In 2012-13 Rs.NIL & In 2011-12 Rs.NIL of fixed Deposits

having original maturity period not more than three months.

Total 13,786.25 12,692.47 10,532.84

Cox & Kings Limited


F-34

18 - Short Term Loans And Advances (Rupees in Million)

As at As at As at



Loans and Advances to related parties (Refer Note No. 26) 931.24 925.44 839.40

Loans and Advances to others 2,144.85 792.88 482.31

Advance Tax Paid (Net of Provision) 95.85 136.64 -

Deposits (Including Security & EMD Deposits) 97.52 284.83 -

Others (including Advances against supplies and services, Staff

Advances, prepaid expenses and other advances) 8,772.71 6,147.31 6,890.20

Total 12,042.17 8,287.09 8,211.91

19 - Other Current Assets (Rupees in Million)

As at As at As at


Others 16.55 33.10 16.50

Total 16.55 33.10 16.50

Cox & Kings Limited


F-35

20 - Revenue From Operations

(Rupees in Million)

For the year ended For the year ended For the year ended


Income from operation

Travel and Tours Commission 22,691.29 17,827.36 8,238.28

Income from Forex Division 311.33 248.97 137.39

Other Operating Income 73.29 11.06 3.70

Total 23,075.92 18,087.40 8,379.37

21 - Other Income

(Rupees in Million)



Interest

From Current Investment 76.05 62.85 60.45

From Banks 14.01 15.49 53.00

From Others 185.17 280.08 59.44

Dividend

From Current Investment 1.20 7.82 53.55

Net Gain on Sale of Investments

From Current Investment 0.17 - 81.89

Other Non operating Income

Profit on Sale of Fixed Assets 95.07 81.38 0.88

Others 58.99 140.23 46.42

Total 430.67 587.85 355.64

(Rupees in Million)

Cox & Kings Limited


F-36

22 - Employee Benefit Expenses



Salaries and wages 7,662.33 6,181.30 3,414.37

Contribution to provident and other funds 858.76 600.90 352.89

Staff welfare expenses 226.78 175.35 84.28

Total 8,747.87 6,957.55 3,852.54

23 - Finance Costs

(Rupees in Million)



Interest expense 3,191.49 3,227.60 1,734.04

Other borrowing costs 44.26 477.90 108.91

Total 3,235.76 3,704.50 1,841.95

Cox & Kings Limited


F-37

24 - Other Expenses

(Rupees in Million)



Rent 1,382.77 535.26 332.10

Rates & Taxes (excluding taxes on income) 4.89 0.67 24.25

Electricity Charges 229.03 84.46 45.50

Insurance 158.79 131.60 102.28

Payment to Auditors

Audit Fees 79.80 67.61 56.21

Certification Fees 12.62 7.82 1.71

Taxation Matter 25.30 18.80 18.68

11.77 9.42 7.66

Communication and Courier Expenses 158.05 340.26 167.41

Professional Charges 232.23 321.95 258.52

Travelling Expenses 301.89 364.34 241.24

Advertisement, Publicity & Business Promotion 1,056.79 1,251.12 987.21

Bad debts 4.89 2.76 5.27

Donation 9.13 22.26 12.36

Directors Sitting Fees & Commissions 2.30 2.45 4.24

Computer Expenses 488.73 255.32 146.32

Miscellaneous expenses 1,262.08 497.17 451.50

Loss on sale of assets 17.29 1.13 -

Exchange Fluctuation (2,204.50) 44.16 (1,304.65)

Total 3,222.09 3,949.13 1,550.15

Cox & Kings Limited


F-38

25 - Segment Reporting:

The Company is mainly engaged in Tours and Travel activity. All activity of the company revolves around this main business. As such, there are no separate

reportable segments as per the Accounting Standard 17 (Segment Reporting) notified by Companies (Accounting Standard) Rules, 2006.

Reporting in respect of secondary segment is as under:

(Rupees in Million)

Particulars As at 31st March, 2014 As at 31

st March, 2013 As at 31

st March, 2012

Segment Revenue (External Turnover):

India

4,247.55 3,773.06 2,989.50

Rest of World

18,828.37 14,314.29 5,389.80

Segment Assets:

India

24,104.47 21,168.81 23,582.50

Rest of World

80,703.06 62,282.54 52,915.90

Segment Liabilities:

India

23,121.33 10,055.42 14,024.30

Rest of World

72,798.16 54,781.18 50,550.40

Capital Expenditure:

India

523.64 724.40 1,009.70

Rest of World 6,533.50 970.50 23,178.00

Cox & Kings Limited


F-39

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. No. Name of the Related Party

A Associate:

1 Tulip Star Hotels Ltd.

2 Radius Global Travel Ltd.

3 Adventure Travel Experience Inc

4 Meininger Holding GmbH (Upto 30th April 2013)

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 Managerial Personnel have exercise significant influence:

11 Far Pavilions Tours and Travels Pvt. Ltd.

12 Ezeego One Travel and Tours Limited

(iii) Relatives of Key Managerial Personnel exercise significant influence:

13 Mrs. Elizabeth Kerkar

Cox & Kings Limited


F-40

(b) Transaction during the year with related parties:

(Amount in Rs. In Million)

Related

Party Nature of Transaction FY 2013-14 FY 2012-13 FY 2011-12

Associates

Transaction durring the year:

Purchase/Subscription of Investments

- 1,718.80 2,626.00

Loans and advances given/(returned/taken)

47.80 40.40 22.70

Purchase

58.18 79.00 38.50

Sales

44.14 41.60 -

Interest Received on Loans/Advance

3.48 - 24.50

Dividend Received

162.85 351.20 -

Commission

- - 15.40

Balance as at 31st March, 2014 Investments

60.57 4,169.00 2,645.90

Trade Receivable

0.28 7.10 -

Loan & Advances

312.70 259.00 218.20

Trade payable - 10.30 -

Key

Managerial

Personnel

Transaction during the year:

Sales

2.44 - -

Payment to Key Managerial Person

17.69 17.40 18.10

Director Fees & commission paid 0.26 0.30 0.20

Others

Transaction durring the year:

Loans and advances given/(returned/taken)

(57.51) 46.80 67.90

Purchase

3,884.27 301.40 538.90

Sales

3,162.54 3,241.80 3,916.50

Interest Received on Loans/Advance

12.00 12.00 92.50

Reimbursement of Expenses

- 12.61 -

Balance as at 31st March, 2014 Investments

225.00 225.00 225.00

Trade Receivable

1,026.90 613.20 624.20

Advance from Customer

- (0.20) -

Loan & Advances

618.54 666.40 621.20

Trade payable

160.81 89.20 112.50

Advance to Vendors - (7.30) -

Cox & Kings Limited


F-41

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

1. Purchases of Investment includes Rs. Nil Million, Rs. 1,718.80 Million & Rs. 2,479.20 Million in the financial year 2013-14, 2012-13 & 2011-12 respectively

in Meininger Holding Gmbh. Rs. Nil, Rs. Nil & Rs.146.80 Million in the financial year 2013-14, 2012-13 & 2011-12 respectively in Radius Global Travel

Ltd.

2. Loan given during the year inlcludes Rs.Nil Million, Rs.29.30 Million & Rs.22.70 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively to

Tulip Star Hotel Ltd., Rs.25.60 Million, Rs. 34.20 Million & Rs. 48.20 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively to Ezeego One

Travels & Tours Ltd., Rs.Nil Million, Rs. 11.70 Million & Rs. 11.30 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively to Far Pavilion

Tours & Travels Ltd. Rs.72.10 Million, Rs. 11.10 Million & Rs. Nil in the financial year 2013-14, 2012-13 and 2011-12 respectively to Tute Education

Limited, Rs. Nill, Rs. Nil & Rs.8.50 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively to Royale Indian Rail Tours Ltd.

Loan returned during the year inlcludes Rs.24.30 Million, Rs. Nil & Rs. Nil in the financial year 2013-14, 2012-13 and 2011-12 respectively by Tulip Star

Hotel Ltd. and Rs.83.10 Million, Rs. Nil & Rs. Nil in the financial year 2013-14, 2012-13 and 2011-12 respectively by Far Pavilion Tours & Travels Ltd.

3. Purchases include Rs.3,884.30 Million, Rs. 301.40 Million & Rs. 361.70 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively from

Ezeego One Travels & Tours Ltd., Rs.8.60 Million, Rs. 79 Million & Rs. Nil in the financial year 2013-14, 2012-13 and 2011-12 respectively from Meininger

Holding GmbH and Rs.Nil, Rs.Nil & Rs.177.20 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively from Royal Indian Rail Tours Ltd.

4 Sales include Ezeego One Travels and Tours Ltd. Rs.3,162.50 Million, Rs.3,241.80 Million & Rs. 3,864.60 Million in the financial year 2013-14, 2012-13 and

2011-12 respectively, Rs.40.70 Million, Rs.41.60 Million & Rs. Nil in the financial year 2013-14, 2012-13 and 2011-12 respectively by Meininger Holding

Gmbh and Rs.Nil, Rs. NIL & Rs. 51.90 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively by Royal Indian Rail Tours Ltd.

5 Payment to Key Management Person includes Rs.16 Million, Rs.16 Million & Rs. 18.10 Million in the financial year 2013-14, 2012-13 and 2011-12

respectively paid to Ms. Urrshila Kerkar and Rs.1.70 Million, Rs.1.40 Million & Rs. 2.10 Million in the financial year 2013-14, 2012-13 and 2011-12

respectively paid to Peter Kerkar.

6 Director fees paid to Key Management Person includes Rs.0.2 Million, Rs. 0.1 Million & Rs. 0.1 Million in the financial year 2013-14, 2012-13 and 2011-12

respectively paid to Mr. A.B.M.Good and Rs.0.1 Million, Rs.0.2 Million & Rs. 0.1 Million in the financial year 2013-14, 2012-13 and 2011-12 respectively to

Mr. Peter Kerkar.

7 Interest received includes Ezeego One Tours & Travels Ltd. Rs.12. Million, Rs. 12 Million & Rs. 58.60 Million in the financial year 2013-14, 2012-13 and

2011-12 respectively and Rs. Nil, Rs.Nil & Rs. 24.50 Million from Tulip Star Hotels Ltd.in the financial year 2013-14, 2012-13 and 2011-12 respectively.

8 Dividend received includes Rs.162.80 Million, Rs.351.20 Million & Rs.Nil in the financial year 2013-14, 2012-13 and 2011-12 respectively by Meininger

Holding Gmbh.

9 Commission paid on sales of Adventure Travel Experience Inc. Rs. Nil, Rs. Nil & Rs.15.40 Million in the financial year 2013-14, 2012-13 and 2011-12

respectively.

Cox & Kings Limited


F-42

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

a) Jointly controlled entities

Particulars Country of

Incorporation Percentage of ownership interest

as on

31.03.2014

as on

31.03.2013

as on

31.03.2012

Royal Indian Rail Tours Limited India 50% 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:

(Rs. in Million)

Particulars As at 31.03.2014*

As at

31.03.2013*

As at

31.03.2011*

(i) Assets

225.97

– Long Term Assets 23.25

– Current Assets 202.72

(ii) Liabilities 312.83

– Loans (Secured & Unsecured 131.25

– Current Liabilities and Provisions 181.28

– Deferred Tax 0.30

(iii) Income 136.38

(iv) Expenses 210.80

(v) Miscellaneous Expenditure to extent not written off 16.55

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 & 2013-14.

Hence, the figures of the company’s share in the assets and liabilities of the joint venture as at 31st March, 2014 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.

Cox & Kings Limited


F-43

28 - Leases

A. Tangible assets includes assets given on operating lease

(Rupees in Million)



FY

2014-13

FY

2012-13

FY

2011-12

FY

2014-13

FY

2012-13

FY

2011-12

FY

2014-13

FY

2012-13

FY

2011-12

Owned Assets

Building # 1.70

1.70

1.70 1.00

0.90

0.90

0.07

0.08

0.08

Furniture & Fixtures ** 43.50 - - 3.90 - -

3.96 - -

Electrical Equipments ** 4.40 - - 0.40 - -

0.40 - -

Office Equipments ** 1.40 - - 0.10 - -

0.13 - -

Total Amount (Rs.) 51.00 1.70 1.70 5.40 0.90 0.90

4.56 0.08 0.08

* Depreciation for the year includes Rs.0.039 Million.

# In respect of the above arrangements, lease rent of Rs. 0.3 Million, Rs.0.3 Million & Rs.0.2 Million for the FY 2014 , FY 2013 and FY 2012 respectively are

recognised in the Statement of Profit and Loss for the year and included under Other Income.

** In respect of the above arrangements, lease rent of Rs. 5.7 Million in FY 2014 and Previous years Rs. Nil are recognised in the Statement of Profit and Loss for the

year and included under Other Operating Income.

B. The minimum lease rentals and the present value of minimum value of minimum lease payments in respect of assets acquired under leases are as follows:

(Rupees in Million)

Particulars Total Minimum Lease Payments Outstanding

Future Interest on Outstanding

Lease Payments

Present Value of minimum lease

payments

As at 31st

March, 2014

As at 31st

March, 2013

As at 31st

March, 2012

As at 31st

March,

2014

As at 31st

March,

2013

As at 31st

March,

2012

As at 31st

March,

2014

As at 31st

March,

2013

As at 31st

March,

2012

Not later than one year 325.26 473.87 566.85 9.27 15.06 24.44

315.98 458.81 542.41

Later than one year but not later

than five years 178.89 325.25 799.00 5.27 6.86 57.02

173.62 318.39 741.98

Later than five year - - - - - -

- - -

Cox & Kings Limited


F-44

C. 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:

(Rupees in Million)

Particulars As at 31

st

March, 2014

As at 31st

March, 2013

As at 31st

March, 2012

Not later than one year 2,937.19 1,455.57 263.33

Later than one year but not later than five years 5,064.12 750.02 628.82

Later than five year 9,033.49 115.09 NIL

29 - Earnings Per Share (EPS) Basic and Diluted

Particulars

As at 31st

March, 2014

As at 31st

March, 2013

As at 31st

March, 2012

Net Profit after Tax as per Statement of Profit & Loss attributable to Equity

Shareholders before exceptional item (Rs. in Million)

4,287.90 3,027.82 727.76

Net Profit after Tax as per Statement of Profit & Loss attributable to Equity

Shareholders after exceptional item (Rs. in Million)

3,831.73 2,484.17 415.97

Weighted average number of Equity Shares (Basic) (No. in Million) 136.50 136.50 136.50

Weighted average number of Equity Shares (Diluted) (No.in Million) 136.50 136.50 136.50

Basic & Diluted Earnings Per Share before exceptional item (EPS) (In Rs.) 31.41 22.18 5.33

Basic & Diluted Earnings Per Share after exceptional item (EPS) (In Rs.) 28.07 18.20 3.05

Face Value Per Equity Shares (In Rs.) 5/- 5/- 5/-

Cox & Kings Limited


F-45

30 - Commitments

(Rupees in Million)

Particulars

As at 31st

March, 2014

As at 31st March,

2013

As at 31st March,

2012

Estimated amount of contracts remaining to be executed on capital account

and not provided 0 27.10 75.90

31. Financial Derivative Instruments:

A. Derivative contract entered into by the company for hedging currency risk and outstanding:

Nominal amount of forward contract entered into by the company and outstanding amounting to Rs.8,594.60 Million, Rs. 125.90 Million and Rs. 1,975.40

Million as on 31st March 2014, 31st March 2013 and 31st March 2012 respectively.

(Rupees in Million)

Particulars Amount in foreign

Currency

Equivalent amount

in Rs.

As at As at As at As at As at As at

31st March,

2014

31st March,

2013 31st March, 2012

31st March,

2014

31st March,

2013

31st March,

2012

EUR 38.77 0.13 0.33 3,185.96 16.41 16.70

GBP 2.70 1.22 24.00 269.71 100.36 1,954.90

USD 81.93 0.30 0.06 4,895.92 9.09 3.80

NOK 3.25 - - 32.31 - -

CHF 0.01 - - 0.99 - -

ZAR 5.05 - - 27.49 - -

THB 5.00 - - 8.85 - -

MAD 4.00 - - 27.45 - -

BWP 1.20 - - 7.78 - -

CAD 0.80 - - 41.67 - -

AUD 1.25 - - 69.07 - -

NZD 0.55 - - 27.41 - -

Total 144.51 1.65 24.38 8,594.61 125.86 1,975.40

Cox & Kings Limited


F-46

B. Derivative contract entered into by the company for hedging Interest rate risk and outstanding:

Nominal amount of interest rate swap contract entered into by the company and outstanding amounting to Rs. 20,682.20 Million, Rs. 11,558.60 Million and

Rs.10,621.80 Million on 31st March 2014, 31st March 2013 and 31st March 2012 respectively.

(Rupees in Million)

Particulars

Amount in foreign

Currency

Equivalent amount

in Rs.


31st March,

2014

31st March,

2013

31st March,

2012

31st March,

2014 31st March, 2013

31st March,

2012

GBP 190.00 140.00 130.40 18,889.46 11,558.60 10,621.80

USD 30.00 - - 1,792.74 - -

Total 220.00 140.00 130.40 20,682.20 11,558.60 10,621.80

C. Derivative contract entered into by the company for hedging Composite (FX & Interest rate) risk and

outstanding:

Nominal amount of interest rate swap contract entered into by the company and outstanding amounting to Rs. 11,930.20 Million, Rs. 6,604.90 Million and Rs. Nil

as on 31st March 2014, 31st March 2013 and 31st March 2012 respectively.

(Rupees in Million)

Particulars Amount in foreign

Currency

Equivalent amount

in Rs.


31st March,

2014

31st March,

2013

31st March,

2012

31st March,

2014 31st March, 2013

31st March,

2012

GBP 120.00 80.00 - 11,930.18 6,604.91 -

Total 120.00 80.00 - 11,930.18 6,604.91 -

Cox & Kings Limited


F-47

D. Foreign Currency Exposure that are not hedged by derivative instruments:

Foreign Currency Exposure that are not hedged by derivative instruments amounting to Rs.20,117.20 Million, Rs. 26,091.60 Million and Rs.

544.70 Million as on 31st March 2014, 31st March 2013 and 31st March 2012 respectively.

(Rupees in Million)

Particulars Equivalent amount in USD Amount in INR


31st March,

2014

31st March,

2013

31st March,

2012

31st March,

2014 31st March, 2013

31st March,

2012

Trade Receivables 50.45 24.72 0.10 3,019.61 1,342.18 2.60

Trade Payables (8.91) (10.20) (0.74) (533.52) (553.50) (58.10)

Advances to Vendor 5.68 2.88 1.43 340.20 156.32 33.35

Banks 10.12 15.62 1.10 605.81 847.72 63.58

Borrowing 260.94 425.79 6.70 15,617.36 23,114.11 333.10

Unsettled Travellers' Cheque 0.01 1.43 1.10 0.72 77.74 54.00

Total 318.30 460.25 9.69 19,050.18 24,984.57 428.53

Cox & Kings Limited


F-48

32 - Contingent Liabilities:

(Rupees in Million)

Particulars

As at 31st March,

2014

As at 31st March,

2013 As at 31st March, 2012

Guarantees:

Guarantees given by Bank 4,195.88 4,349.65 2,800.20

Bonds given by insurance companies 1,403.29 987.68 -

Others 27.98 426.15 3,282.70

Tax demands

Disputed income Tax Demand 43.82 95.38 75.40

Disputed Service Tax demand 1,290.78 1,290.78 1,290.78

Legal Claims

Claim against the Company not acknowledged as debts 139.34 107.12 105.30

Total 7,101.08 7,256.77 7,554.38

Cox & Kings Limited


F-49

33. Basis of consolidation

a) The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss and Consolidated Cash flow Statement (together referred to as Consolidated

Financial Statements) comprises financial statements of Cox & Kings Limited and its subsidiaries and the interest of the Company in joint ventures, in the

form of jointly controlled entities for the year ended 31st March, 2014.

b) Subsidiary companies considered in these Consolidated Financial Statements are:

Name of Subsidiary Company Country of

Incorporation

Proportion of ownership interest

As at 31st

March, 2014

As at 31st

March,

2013

As at 31st

March,

2012

Cox & Kings (UK) Ltd. UK 100.00% 100.00% 100.00%

Step down subsidiaries :

C & K Investments Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings (Agents) Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings Finance (Mauritius) Ltd. Mauritius 100.00% 100.00% 100.00%

Cox & Kings Enterprises Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings Finance Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings Holdings Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings Shipping Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings Special Interest Holidays Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings Tours Ltd. UK 100.00% 100.00% 100.00%

Cox & Kings Travel Ltd. UK 100.00% 100.00% 100.00%

East India Travel Company Inc. USA 100.00% 100.00% 100.00%

ETN Services Ltd. UK 100.00% 100.00% 100.00%

Grand Tours Ltd. UK 100.00% 100.00% 100.00%

Clearmine Ltd. UK 100.00% 100.00% 100.00%

Step down subsidiary :

Cox & Kings Destination Management Services Ltd. UK 100.00% 100.00% 100.00%

Cox and Kings (Australia) PTY Ltd. Australia 100.00% 100.00% 100.00%


Cox & Kings Limited


F-50

Cox and Kings Nordic PTY Ltd. Australia 100.00% 100.00% 100.00%

Tempo Holidays NZ Ltd New Zealand 100.00% 100.00% 100.00%

Tempo Holidays PTY Ltd Australia 100.00% 100.00% 100.00%

Ltd. UK 100.00% 100.00% 100.00%


Cox & Kings Global Services Sweden AB Sweden 100.00% 100.00% -

Cox & Kings Singapore Pvt. Ltd. Singapore 100.00% 100.00% 100.00%

Cox & Kings Tours LLC UAE 100.00% 100.00% 100.00%

Cox & Kings (Japan) Ltd. Japan 100.00% 100.00% 100.00%

Cox & Kings Asia Pacific Travel Ltd Hong Kong 100.00% 100.00% 100.00%

Cox and Kings Global Services Private Ltd India 100.00% 100.00% 100.00%

Quoprro Global Services Pvt. Ltd. India 100.00% 100.00% 100.00%

Cox and Kings Global Services (Singapore) Pte. Ltd. Singapore 100.00% 100.00% 100.00%


Cox & Kings Global Services Management (Singapore) Pte. Ltd. Singapore 100.00% 100.00% 100.00%

Cox & Kings Global Services LLC UAE 100.00% 100.00% 100.00%

Cox and Kings Consulting Service (Beijing) Co. Ltd. China 100.00% 100.00% -

Quoprro Global Hellas Greece 100.00% 100.00% 100.00%

Cox and Kings Gmbh Germany 100.00% 100.00% 100.00%

Quoprro Global Services Pte. Ltd. Singapore 100.00% 100.00% 100.00%

Quoprro Global Services Pvt. Ltd. Hongkong 100.00% 100.00% 100.00%

Cox & Kings Egypt Egypt 100.00% 100.00% -

Cox & Kings Global Services Lanka Pvt. Ltd. Srilanka 100.00% 100.00% -

Cox and Kings Destinations Management Services Pvt. Ltd. Singapore 100.00% 100.00% 100.00%

Prometheon Holdings Private Ltd Mauritius 100.00% 100.00% 100.00%

Step down subsidiary

Prometheon Holdings Ltd UK 100.00% 100.00% 100.00%

Prometheon Enterprise Ltd. UK 100.00% 100.00% 100.00%

Step down subsidiaries : -

Prometheon Holdings (UK) Ltd. UK 65.58% 66.50% 100.00%

Cox & Kings Limited


F-51

Step down subsidiary

Prometheon Limited UK 65.58% 66.50% 100.00%

Holidaybreak Limited UK 65.58% 66.50% 100.00%

SASu Le Chateau d’Ebblinghem France 65.58% 66.50% 100.00%

SARL Chateau d’Ebblinghem France 65.58% 66.50% 100.00%

PGL Air Travel Ltd. England 65.58% 66.50% 100.00%

PGL Voyages Ltd. England 65.58% 66.50% 100.00%

PGL Travel Ltd. England 65.58% 66.50% 100.00%

PGL Adventure Ltd. England 65.58% 66.50% 100.00%

Freedom of France Ltd. England 65.58% 66.50% 100.00%

Noreya SL Spain 65.58% 66.50% 100.00%

PGL Adventure SAS France 65.58% 66.50% 100.00%

Travelplus Group Gmbh Germany 65.58% 66.50% 100.00%

Simpar Sasu France 65.58% 66.50% 100.00%

Chateau de Lamorlaye SCI France 65.58% 66.50% 100.00%

SCI Domaine de Segries France 65.58% 66.50% 100.00%

Hertford Travel Group Ltd. England - 66.50% 100.00%

European Study Tours Ltd. England 65.58% 66.50% 100.00%

NST Holdings Ltd. England 65.58% 66.50% 100.00%

NST Travel Group Ltd. England 65.58% 66.50% 100.00%

PGL Group Ltd. England 65.58% 66.50% 100.00%

EST Transport Purchasing Ltd. England 65.58% 66.50% 100.00%

Explore Worldwide Ltd. England 65.58% 66.50% 100.00%

Explore Aviation Ltd. England 65.58% 66.50% 100.00%

Explore Worldwide Adventures Ltd. Canada 65.58% 66.50% 100.00%

Regal Diving and Tours Ltd. England 65.58% 66.50% 100.00%

Djoser BV (Upto 8th

February 2013) Netherlands - 66.50% 100.00%

Djoser-Divantoura BVBA (Upto 8th

February 2013) Belgium - 66.50% 100.00%

Superbreak Mini-Holidays Ltd. England 65.58% 66.50% 100.00%

Business Reservations Centre Holland BV Netherlands 65.58% 66.50% 100.00%

Cox & Kings Limited


F-52

Bookit BV Netherlands 65.58% 66.50% 100.00%

BV Weekendjeweg.nl Netherlands 65.58% 66.50% 100.00%

Business Reservations Centre Holland Holding BV Netherlands 65.58% 66.50% 100.00%

Superbreak Mini Holidays Group Ltd. England 65.58% 66.50% 100.00%

Greenbank Holidays Ltd. England 65.58% 66.50% 100.00%

ECampBV (formerly known as Easycamp BV) Netherlands 65.58% 66.50% 100.00%

RM&S Reise Marketing & Service Gmbh

(formerly Ecamp Gmbh) Germany

65.58% 66.50% 100.00%

Holidaybreak Reisevermittlung Gmbh

(formerly Eurocamp Travel Gmbh) Germany

65.58% 66.50% 100.00%

Eurocamp Travel AG Switzerland 65.58% 66.50% 100.00%

Ecamp AG Switzerland 65.58% 66.50% 100.00%

Eurosites BV Holland 65.58% 66.50% 100.00%

Parkovi Sunca d.o.o Croatia 65.58% 66.50% 100.00%

Camping in Comfort BV Netherlands 65.58% 66.50% 100.00%

Edge Adventures Limited

(formerly known as Keyline Continental Ltd.)

England 65.58% 66.50% 100.00%

Keycamp Holidays Netherlands BV Netherlands 65.58% 66.50% 100.00%

Keycamp Holidays Ireland Ltd. Ireland 65.58% 66.50% 100.00%

Eurosites AS Denmark 65.58% 66.50% 100.00%

Eurocamp Travel BV Netherlands 65.58% 66.50% 100.00%

Camping Division Ltd. England 65.58% 66.50% 100.00%

Sites Services SARL France 65.58% 66.50% 100.00%

Greenbank Packages Ltd. England 65.58% 66.50% 100.00%

Greenbank Services Ltd. England 65.58% 66.50% 100.00%

Own A Holiday Home Ltd. England 65.58% 66.50% 100.00%

Holidaybreak Trustee Ltd. England 65.58% 66.50% 100.00%

Holidaybreak Holding Company Ltd. Isle of Man 65.58% 66.50% 100.00%

Holidays Ltd. England 65.58% 66.50% 100.00%

Holidaybreak Education Ltd. England 65.58% 66.50% 100.00%

Meininger Travel Holdings Gmbh Germany - 66.50% 100.00%

Cox & Kings Limited


F-53

NST Ltd. Ireland 65.58% 66.50% 100.00%

NST Transport Services Ltd. England 65.58% 66.50% 100.00%

Depot Starvillas SARL France 65.58% 66.50% 100.00%

Eurocamp Independent Limited England 65.58% 66.50% 100.00%

Eurocamp Limited England 65.58% 66.50% 100.00%

GHL Transport Limited England 65.58% 66.50% 100.00%

Holidaybreak Quest Trustee Limtied England 65.58% 66.50% 100.00%

Hotelnet Limited England 65.58% 66.50% 100.00%

SAS Travelworks France France 65.58% 66.50% 100.00%

Select Sites Ltd England 65.58% 66.50% 100.00%

Starvillas Ltd England 65.58% 66.50% 100.00%

Travelplus Group Gmbh Austria 65.58% 66.50% 100.00%

Travelworks UK Limited England 65.58% 66.50% 100.00%

Hole In The Wall Management Limited England 65.58% - -

Holidaybreak Hotel Holdings Limited Germany 65.58% - -

Holidaybreak Hotel Holdings GmbH England 65.58% - -

Meininger Amsterdam Amstelstation BV Germany 65.58% - -

PGL Travel PTY Limited Australia 65.58% - -

PGL Property PTY Limited Australia 65.58% - -

PGL Adventure Camps PTY Limited Australia 65.58% - -

Meininger Amsterdam B.V. Netherlands 65.58% - -

Meininger Shared Services Gmbh Germany 65.58% - -

Meininger Berlin Hauptbahnhof Gmbh Germany 65.58% - -

Meininger “10” Hamburg Gmbh Germany 65.58% - -

Meininger Airport Frankfurt Gmbh Germany 65.58% - -

Meininger Brussels Gmbh Germany 65.58% - -

Meininger West Gmbh & Co. Kg Germany 65.58% - -

Meininger West Verwaltungs Gmbh Germany 65.58% - -

Meininger “10” City Hostel Köln Gmbh Germany 65.58% - -

Meininger “10” Frankfurt Gmbh Germany 65.58% - -

Meininger Oranienburger Straße Gmbh Germany 65.58% - -

Cox & Kings Limited


F-54

Meininger Nürnberg Gmbh Germany 65.58% - -

Meininger “10” City Hostel Berlin-Mitte Gmbh Germany 65.58% - -

Meininger “10” Hostel Und Reisevermittlungs Gmbh Germany 65.58% - -

Meininger Airport Hotels Bbi Gmbh Germany 65.58% - -

Meininger Potsdamer Platz Gmbh Germany 65.58% - -

Meininger Barcelona Gmbh Germany 65.58% - -

Meininger City Hostels & Hotels Gmbh Austria 65.58% - -

Meininger Limited England 65.58% - -

Meininger Hotelerrichtungs Gmbh Austria 65.58% - -

Meininger Wien Gmbh Austria 65.58% - -

Meininger Wien Schiffamtsgasse Gmbh Austria 65.58% - -

Meininger Holiding GmbH Germany 65.58% - -

Results of subsidiaries acquired are included in the consolidated financial statements from the effective dates of acquisition and upto disposal.

Cox & Kings Limited


F-55

c. Associate companies considered in these Consolidated Financial Statements are:

Name of Subsidiary Company

Country of

Incorporation


As at 31st

March, 2014

As at 31st

March, 2013

As at 31st

March, 2012

Tulip Star Hotel Ltd. India 30.42% 30.42% 30.42%

Radius Global Travel Ltd. USA 29.09% 28.33% 28.33%

Meininger Holding Gmbh* (Upto 30th April 2013) Germany 74.00% 74.00% 50.00%

Adventure Travel Experience Inc USA 48.00% 48.00% 48.00%

Tutors Direct Ltd England 40.00% 40.00% -

Tute Education Ltd England 40.00% 40.00% -

* The Company acquired the balance 26% in the subsidiary Meininger Holidays GMBH on 30th April, 2013 for Rs.2,568.20 Million. The financials

are consolidated, line by line basis, from the date of such acquisition, as company attained full management control as per shareholder's agreement

from such date. Until then, the accounts were consolidated only as share of profit from associates. Hence, the comparative figures of previous financial

year are not comparable with current year.

d. Joint Venture companies considered in these Consolidated Financial Statements are:

Name of Joint Venture Companies Country of

Incorporation


As at 31st

March, 2014

As at 31st

March, 2013

As at 31st

March, 2012

Royale Indian Rail Tours Ltd. India 50.00% 50.00% 50.00%

Cox & Kings Limited


F-56

34. 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. Material differences in accounting policies of the Company and its subsidiaries are

not material except as stated under: -

Name of Subsidiary Particulars For year ended

31st March 2014

For year ended

31st March 2013

For year ended

31st March 2012

Cox and Kings (Australia) Pty. Ltd. and its subsidiaries Depreciation (Rs. in Million) 9.20 12.80 37.70

Proportion to the item 1% 1% 8%

Prometheon Enterprise Limited and its subsidiaries Depreciation (Rs. in Million) 1,351.80

1,150.20 268.10

Proportion to the item 79% 78% 55%

35 - 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. 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 equal to the amount at which they are stated in the balance sheet.

(d) Exceptional items for the year ended 31st March 2014 comprises of costs of restructuring and realigning businesses of Holidaybreak

Limited, UK subsequent to it's acquisition and for the year ended 31st March 2013 it comprises of Rs. 192.50 Million towards

redundancy cost in the Campaign business in UK, Denmark & Netherland; Rs. 77.10 Million profit on sale of Djoser BV; Rs. 428.30

Million towards foreign exchange loss on revalution of Bank Loan and Inter Company Loans for acquisition purposes.

F-57

To,

The Board of Directors

Cox & Kings Limited

Turner Morrison Building, 1st Floor

16 Bank Street, Fort

Mumbai 400 001

Maharashtra, India

Independent Auditors’ Report on Proforma Consolidated Financial Results for the year ended March 31, 2014 and six

month period ended September 30, 2014 in connection with the Proposed qualified institutions placement of equity shares

of face value of Rs. 5 each (the “Equity Shares”) of the Company under Chapter VIII of Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI Regulations”) and section

42 of the Companies Act, 2013 (the “Issue”).

Ladies and Gentlemen:

1. This report is issued in accordance with the terms of our engagement letter dated November 14, 2014.

2. The accompanying Proforma Consolidated Financial Results for the year ended March 31, 2014 and six month period ended

September 30, 2014 ( (hereinafter referred to as the “Proforma Consolidated Financial Results”) of Cox & Kings Limited

(hereinafter referred to as the “Company”) read with the notes thereto, has been prepared by the Management of the Company

to reflect the impact of sale of camping businesses operated through subsidiary Holidaybreak Limited situated in United

Kingdom in September 2014 and as further set out in the basis of preparation paragraph included in the notes to the Proforma

Results, which is initialled by us for identification purposes only.

3. For our examination of Proforma Consolidated Financial Results, we have placed reliance on the following:

a) the audited consolidated financial statements of the Company for the year ended March 31, 2014 on which we have

expressed an unmodified opinion in our reports dated May 30, 2014.

b) the management certified consolidated results for the six months period ended September 30, 2014 publish as per

requirement of clause 41 of the listing agreement.

c) the financial information for the year ended March 31, 2014 and six month period ended September 30, 2014 relating to

the camping businesses on which subsidiary’s auditor have given their report dated November 10, 2014.

4. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical

financial information used in compiling the Proforma Consolidated Financial Results, nor have we, in the course of this

engagement, performed an audit or review of the financial information used by the Management in the compilation of the

Proforma Consolidated Financial Results.

Managements’ Responsibility for the Proforma Consolidated Financial Results

5. The preparation of the Proforma Consolidated Financial Results which is to be included in the Preliminary Placement

Document/Placement Document prepared in connection with the proposed qualified institutions placement of equity shares is

the responsibility of the Management of the Company. The Board of Directors’ responsibility includes designing,

implementing and maintaining internal control relevant to the preparation and presentation of the Proforma Consolidated

Financial Results.

Auditors’ Responsibilities

6. Our responsibility to express an opinion on whether the Proforma Consolidated Financial Results of the Company for year

ended March 31, 2014 and six month period ended September 30, 2014, as attached to this report, read with the notes thereto

have been properly prepared by the Management of the Issuer Company on the basis stated in the note no. 2 to the Proforma

Consolidated Financial Results.

7. We conducted our engagement in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes,

issued by the Institute of Chartered Accountants of India. Our examination of the Proforma Results has not been carried out in

accordance with the auditing standards generally accepted in the United States of America (“U.S.”) and accordingly should not

be relied upon by U.S.investors as if it had been carried out in accordance with those standards or any other standards besides

the standards referred to in this report.

8. The purpose of the Proforma Consolidated Financial Results is to reflect the impact of sale of camping businesses operated

through subsidiary Holidaybreak Limited situated in United Kingdom in September 2014, as set out in the note no. 2 to the

Proforma Consolidated Financial Results and solely to illustrate the impact this significant event on the historical consolidated

financial results of the Company, as if the event had occurred at an earlier date selected for purposes of illustration and based

F-58

on the judgements and assumptions of the Management of the Company to reflect the hypothetical impact, and, because of its

hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be

indicative of the consolidated financial results of the Company for year ended March 31, 2014 or six month period ended

September 30, 2014 or any future periods.

9. Our work consisted primarily of comparing the respective columns in the Proforma Consolidated Financial Results to the

underlying audited historical financial information, referred to in paragraph 3 above, considering the evidence supporting the

adjustments and reclassifications, performing procedures and discussing the Proforma Consolidated Financial Results with the

Management of the Company. This engagement did not involve independent examination of any of the underlying financial

information.

10. We have not audited any financial statements of the Company as of any date or for any period subsequent to March 31, 2014.

Accordingly, we do not express any opinion on the financial position, results or cash flows of the Company as of any date or

for any period subsequent to March 31, 2014.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to

provide us with sufficient evidence to issue this report.

13. We believe that the procedures performed by us provide a reasonable basis for our opinion.

Opinion

14. In our opinion the Proforma Consolidated Financial Results of the Company for year ended March 31, 2014 and six month

period ended September 30, 2014, as attached to this report, read with respective the notes thereto have been properly prepared

by the Management of the Company on the basis stated in the note no. 2 to the Proforma Consolidated Financial Results.

Restrictions on Use

15. This report is addressed to and is provided to enable the Board of Directors of the Company to include this report in the

Preliminary Placement Document/Placement Document prepared in connection with the proposed qualified institutions

placement of equity shares.

For M/s Chaturvedi & Shah

Chartered Accountants

Firm Registration Number: 101720W

Amit Chaturvedi

Partner

Membership Number: 103141

Place: Mumbai

Date : November 18, 2014

F-59

Statement of Consolidated Proforma Audited Financial Results for Year Ended March 31, 2014

(Rs. in Million)

Year Ended March 31,2014

Particulars Audited

Adjustments for

Camping Operations

disposal

Proforma


(a) Net Sales / income from operations 23,075.92 (3,779.84) 19,296.08

(b) Other operating income - - -

Total Income from operations (net) 23,075.92 (3,779.84) 19,296.08

2. Expenses

a) Employee benefit expense 8,747.87 (1,789.19) 6,958.68

b) Depreciation and amortization expense 1,711.30 (733.90) 977.40

c) Other expenses 3,222.09 (311.59) 2,910.49

Total expenses ( a to c) 13,681.26 (2,834.69) 10,846.57


finance costs and exceptional items (1-2) 9,394.66 (945.15) 8,449.51

4. Other income 430.67 (111.29) 319.38

5.

Profit/ (Loss) from ordinary activities before finance

costs and exceptional items (3+4) 9,825.33 (1,056.44) 8,768.89

6. Finance costs 3,235.76 (134.53) 3,101.23

7.

Profit/ (Loss) from ordinary activities after finance

costs but before exceptional items (5-6) 6,589.57 (921.92) 5,667.66

8. Exceptional items 456.17 (240.15) 216.02

9.

Profit / (Loss) from ordinary activities before tax

(7+8) 6,133.40 (681.76) 5,451.64

10. Tax expense 1,642.83 120.89 1,763.72

11.

Net Profit / (Loss) from ordinary activities after tax

(9-10) 4,490.57 (802.65) 3,687.92

12. Extraordinary items - - -

13. Net Profit / (Loss) for the period (11-12) 4,490.57 (802.65) 3,687.92

14. Share of profit/ (loss) of associates

(15.42) -

(15.42)

15. Minority Interest (643.42) 276.27

(367.15)

16.

Net profit/ (loss) after taxes, minority interest and

share of profit/ (loss) of associates(13+14+15) 3,831.73 (526.38) 3,305.35

F-60

Statement of Consolidated Proforma Financial Results for half year ended September 30, 2014

(Rs. in Million)

Half year ended September 30,2014

Particulars Unaudited

Adjustments

for Camping

Operations

disposal

Proforma


(a) Net Sales / income from operations 16,061.98 (3,583.93) 12,478.04

(b) Other operating income - - -

Total Income from operations (net) 16,061.98 (3,583.93) 12,478.04

2. Expenses

a) Employee benefit expense 5,133.00 (1,306.13) 3,826.87

b) Depreciation and amortization expense 1,422.21 (831.73) 590.48

c) Other expenses 3,460.67 (151.34) 3,309.33

Total expenses ( a to c) 10,015.88 (2,289.20) 7,726.68


finance costs and exceptional items (1-2) 6,046.09 (1,294.73) 4,751.36

4. Other income 266.66 2.42 269.08

5. Profit/ (Loss) from ordinary activities before finance costs and

exceptional items (3+4) 6,312.75 (1,292.31) 5,020.44

6. Finance costs 1,818.32 (9.98) 1,808.34

7. Profit/ (Loss) from ordinary activities after finance costs but

before exceptional items (5-6) 4,494.44 (1,282.33) 3,212.10

8. Exceptional items 3,058.24 (1,748.16) 1,310.08

9. Profit / (Loss) from ordinary activities before tax (7+8) 1,436.20 465.83 1,902.02

10

. Tax expense 1,159.34 (551.43) 607.91

11

. Net Profit / (Loss) from ordinary activities after tax (9-10) 276.85 1,017.25 1,294.11

12

. Extraordinary items - - -

13

. Net Profit / (Loss) for the period (11-12) 276.85 1,017.25 1,294.11

14

. Share of profit/ (loss) of associates (5.72) - (5.72)

15

. Minority Interest (67.55) (350.14) (417.69)

16

.

Net profit/ (loss) after taxes, minority interest and share of

profit/ (loss) of associates(13+14+15) 338.69 1,367.39 1,706.08

F-61

Notes to Proforma Consolidated Financial Results for the year ended March 31, 2014 and six month period ended

September 30, 2014

1. Basis of Preparation

The Pro forma Consolidated Financial Results of the Company for the year ended March 31, 2014 and six month period ended

September 30, 2014, read with the notes (together referred to as Proforma Consolidated Financial Results”) has been prepared

at the request of the Book Running Lead Managers to reflect the sale of camping businesses operated through subsidiary

Holidaybreak Limited situated in United Kingdom in September 2014. Because of their nature, the pro forma financial

information addresses a hypothetical situation and, therefore, do not represent Cox and Kings Limited’s (the “Company”)

actual results of the operations. They purport to indicate the results of operations that would have resulted had the sale of

camping businesses been completed at the beginning of the period presented, but are not intended to be indicative of expected

results or operations in the future periods. The pro forma adjustments are based upon available information and assumptions

that the management of the Company believes to be reasonable. Such pro forma financial information has not been prepared

in accordance with the requirements of Regulation S-X of the U.S. Securities and Exchange Commission or generally

accepted practice in the United States of America ("U.S."). Accordingly, the degree of reliance placed by U.S. investors on

such pro forma information should be limited. In addition, the rules and regulations related to the preparation of pro forma

financial information in other jurisdictions may also vary significantly from the basis of preparation as set out in paragraphs

below to prepare these Pro forma Consolidated Financial Results.

The Pro forma Consolidated Financial Results are based on:

a) the audited consolidated profit and loss account of the Company for the year ended March 31, 2014 redrawn as per the

format prescribed in clause 41 of the listing agreement;

b) the management certified consolidated results for the six months period ended September 30, 2014 publish as per

requirement of clause 41 of the listing agreement.

c) the financial information relating to the operations of the subsidiaries engaged in camping businesses for the year ended

March 31, 2014 and six month period ended September 9, 2014 derived by the management from the consolidation

workings of the subsidiary Holidaybreak Limited for the relevant period.

2. Proforma Adjustments

The following adjustments have been made to present the Proforma Consolidated Financial Results:

a) On June 2, 2014, the company entered into the agreement to sell all of the camping business that were operated through

subsidiary Holidaybreak Limited. The camping businesses were located in Europe and were operated through different

subsidiaries of the Holidaybreak Limited. The sale was completed on receipt of regulatory approvals on September 10,

2014. The financial results of the subsidiaries engaged in camping businesses have been consolidated into the

consolidated financial results of the company for the year ended March 31, 2014 and six months ended September 30,

2014 upto September 9, 2014.

b) The operating results of the subsidiaries in camping businesses for the period from April 1, 2013 to March 31, 2014 and

April 1, 2014 to September 9, 2014 were aggregated from the consolidation workings of the financial results of the

Holidaybreak Limited for respective periods. These operating results are converted into Indian Rupees at the exchange

rate of Rs.96.02 and Rs.100.83, being the average rate for the year ended March 31, 2014 and six months period ended

September 30, 2014 respectively. The operating results of camping businesses in Indian Rupees are reduced from the

Audited Consolidated Results for the year ended March 31, 2014 and Management certified Consolidated Results for six

months period ended September 30, 2014. .

c) Dividend income of ₤ 20.7 million (Rs.1,987.67 million) and interest income of ₤ 1.03 ( Rs.99) million received by

Holidaybreak Limited during the year ended March 31, 2014 from the subsidiaries engaged in camping businesses has not

been considered in proforma results.

F-62

d) The transactions between the subsidiaries engaged in camping businesses and rest of the group which were eliminated

have been included in proforma.

e) Holidaybreak Limited accounted gain of Rs.3,498.90 million due to sale of camping businesses and loss due to writeoff

of goodwill relating to camping division of Rs.5,518.59 million in its consolidated results for six month ended

September 30, 2014. These gain/losses have been eliminated in these Proforma Consolidated Financial Results.

174

DECLARATION

Our Company certifies that all the relevant provisions of Chapter VIII read along with Schedule XVIII of the

SEBI Regulations have been complied with and no statement in this Placement Document is contrary to the

provisions of Chapter VIII read along with Schedule XVIII of the SEBI Regulations and that all approvals and

permissions required to carry on our business have been obtained and are currently valid and have been complied

with. Our Company further certifies that all the statements in this Placement Document are true and correct.

Signed by:

Urrishila Kerkar

Director

Date: November 25, 2014 Place: Mumbai

175

DECLARATION

We, the Directors of the Company certify that:

(i) the Company has complied with the provisions of the Companies Act 2013 and the rules

made thereunder;

(ii) the compliance with the Companies Act 2013 and the rules does not imply that payment of dividend

or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; and

(iii) the monies received under the offer shall be used only for the purposes and objects indicated in the

Placement Document (which includes disclosures prescribed under Form PAS-4).

Signed by: (Urrshila Kerkar) (Pesi Patel)

Director Director

I am authorized by the Board of Directors of the Company, by resolution dated 9 October 2014 to sign this

form and declare that all the requirements of Companies Act 2013 and the rules made thereunder in respect of

the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in

this form and in the attachments thereto is true, correct and complete and no information material to the

subject matter of this form has been suppressed or concealed and is as per the original records maintained by

the entities subscribing to the Memorandum of Association and the Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and

legibly attached to this form.

Signed:

Director Urrshila Kerkar

Date: November 25, 2014

Place: Mumbai

176

COX & KINGS LIMITED

Registered Office



Mumbai 400 001

Maharashtra, India

Tel: +91-22-2270 9100,

Fax: +91-22-2270 4600 / 9161

Corporate Office



Mumbai 400 001

Maharashtra, India

Tel: +91-22-2270 9100,

Fax: +91-22-2270 4600 / 9161

CIN: L63040MH1939PLC011352

Contact Person

Rashmi Jain, Company Secretary

Address of Compliance Officer



Mumbai 400 001

Maharashtra, India

Website: www.coxandkings.com

Email: [email protected]

GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGER


Axis House, 1st Floor

P. B. Marg

Mumbai 400 025, India

LEGAL ADVISOR TO THE BOOK RUNNING LEAD MANAGER

(as to Indian law)

Trilegal

One Indiabulls Centre

14th Floor, Tower One

Elphinstone Road

Mumbai 400 013, India

INTERNATIONAL LEGAL ADVISOR TO THE BOOK RUNNING LEAD MANAGER

DLA Piper Singapore Pte. Ltd.

80 Raffles Place

#48-01 UOB Plaza 1

Singapore 048624

AUDITORS TO THE COMPANY

Chaturvedi & Shah

714-715, Tulsiani Chambers

212 Nariman Point

Mumbai- 400 021, India

(incorporated in the republic of india as a ... - cox & kings€¦ · placement document not...

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