COX AND KINGS (INDIA) LIMITED - Securities and Exchange Board ...

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Industry Related Terms: Term Description AD Authorised Dealer B2B Business to Business B2C Business to Customers CRS Central Reservation System FFMC Full Fledged Money Changer FHRAI Federation of Hotels and Restaurants Association of India FITs Flexible Individual Travellers’ Forex Foreign Exchange GSA General Sales Agent MICE Meetings Incentives Conferences Exhibitions PSA Preferred Sales Agent RMC Restricted Money Changer TAFI Travel Agents Federation of India WTTC World Travel and Tourism Council All other words and expressions used but not defined in this Draft Red Herring Prospectus, but defined in the Companies Act, 1956, the SEBI Guidelines or in the Securities Contracts (Regulation) Act, 1956 and/ or the Rules and the Regulations made thereunder, shall have the meanings respectively assigned to them in such Acts or the Rules or the Regulations made thereunder or any statutory modification or re-enactment thereto, as the case may be. x
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to gender also refer to the other gender Certain Conventions In this Draft Red Herring Prospectus, unless otherwise specified or the context otherwise indicates or implies the terms all references to “we”, “us”, “our”, “Company”, “our Company” are to Cox and Kings (India) Limited and all references to“ our Group” are to its Group Companies and Subsidiaries. All references to “India” are to the Republic of India and all references to the “Government” are to the Government of India. Financial Data Unless indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated financial statements as of and for the years ended on March 31, 2005, 2006, 2007, 2008 and 2009, prepared in accordance with generally accepted accounting principles follo wed in India (‘Indian GAAP’) and the Companies Act and restated in accordance with the SEBI Guidelines, as stated in the report of our Statutory Auditors, M/s. Chaturvedi & Shah, Chartered Accountants, included in this Draft Red Herring Prospectus. Our fiscal year commences on April 1 and ends on March 31, so all references to a particular fiscal year are to the 12-month period ended March 31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. There are significant differences between Indian GAAP, generally accepted accounting principles in the United Kingdom (‘U.K. GAAP’); accordingly, the degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines. Any reliance by persons not familiar with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. The Company has not attempted to quantify the differences between Indian GAAP and U.K. GAAP or their impact on the financial data included herein, and you should consult your own advisors regarding such differences and their impact on our financial data. Currency and units of Presentation In this Draft Red Herring Prospectus, all references to ‘Rupees’/ ‘Rs.’ / ‘INR’ are to Indian Rupees, the official currency of the Republic of India. All references to ‘$’/ ‘US$’ / ‘USD’ / ‘U.S. Dollar(s)’ / ‘US Dollar(s)’ are to the United States Dollars, the official currency of the United States of America. All references to ‘GBP’ / ‘£’, are to the Great Britain Pounds. All references to ‘JY’ are to the Japanese Yen. All references to ‘SD’ are to Singapore Dollars. All references to ‘AED’ are to the Arab Emirates Dirham. All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lakhs’ or ‘ten lacs’, the word ‘Lakhs / Lacs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten millions’ and ‘billion / bn. / Billions’ means ‘one hundred crores’. Exchange Rates This Draft Red Herring Prospectus contains translations of certain US Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of Clause 6.9.7.1 of the SEBI Guidelines. These translations should not be construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. Unless, otherwise stated, the Company has in this Draft Red Herring Prospectus used a conversion rate as mentioned below. Such translations should not be considered as a representation that such U.S Dollar amounts have been, could have been or could be converted into Rupees at any particular rate, the rates stated above or at all. xi
Page 1 and 2: DRAFT RED HERRING PROSPECTUS Dated
Page 3 and 4: SECTION I: GENERAL DEFINITIONS AND
Page 5 and 6: Term Description terms of the Red H
Page 7 and 8: Term Description Net Issue to the p
Page 9 and 10: Term Description shall be made Refu
Page 11: Term Description NR Non Resident NR
Page 15 and 16: Industry and Market Data Unless sta
Page 17 and 18: SECTION II: RISK FACTORS RISK FACTO
Page 19 and 20: Legal Proceeding against our Promot
Page 21 and 22: may affect our execution capabiliti
Page 23 and 24: Furthermore, the success of our str
Page 25 and 26: Quoprro Global Services Pvt. Limite
Page 27 and 28: 23. Our insurance coverage may not
Page 29 and 30: 32. The international nature of our
Page 31 and 32: After the completion of this Issue,
Page 33 and 34: 49. Terrorist attacks, civil unrest
Page 35 and 36: 57. Significant differences exist b
Page 37 and 38: partners and / or trustee and to th
Page 39 and 40: Our widespread presence can be a si
Page 41 and 42: We have global presence with our op
Page 43 and 44: activities have been concentrated a
Page 45 and 46: SUMMARY OF FINANCIAL STATEMENTS The
Page 47 and 48: Net Profit after Tax and Extra Ordi
Page 49 and 50: Sr. No. Name, Designation, Father
Page 51 and 52: Refund Bank to the Issue [●] Self
Page 53 and 54: Book Building Process Book Building
Page 55 and 56: Our Company may consider participat
Page 57 and 58: CAPITAL STRUCTURE Set forth below i
Page 59 and 60: Sr. No. 1 2 3 4 5 6 Date of Allotme
Page 61 and 62: Sr. No. 13 14 15 16 17 18 19 20 Dat
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Name of the Promoter Date of Allotm
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Trf. No. Transfer Date Equity Share
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Promoters’ contribution has been
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Sr. Name of the Shareholder No. of
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19. A Bidder cannot make a Bid for
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OBJECTS OF THE ISSUE We are one of
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Purpose of Loan: repayment of exist
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Our office in Delhi serves as an in
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BASIS FOR ISSUE PRICE Investors sho
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7. Comparison with Industry Peers A
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Annexure referred to in our letter
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(ii) Under Section 115E of the Act,
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If only part of the capital gain is
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International Tourist Arrivals (in
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Overall, the Travel & Tourism Econo
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International Tourism Top Spenders
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Outbound Tourism - USA: The overall
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countries in the region. More gener
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epresents the share of India in Wor
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It can be interpreted from above th
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State Tourism Boards have also beco
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The Ministry of Tourism is headed b
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internet. Increased penetration and
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availability of low cost medical tr
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inorganic opportunities that can pr
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knowledge from our branch sales off
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Our Business Model and Product / Se
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within the country. We address this
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“Professional Conference Organize
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promoting new products like foreign
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transportation, tour escorts and sp
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Countries Client Profile Approach#
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Human Resource Our management team
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We also own residential premises at
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transactions for which Authorized D
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Description of Service (Finance Bil
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ANTI MONEY LAUNDERING Prevention of
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Our History HISTORY AND OTHER CORPO
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otherwise whether package tours or
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(20) To invest and deal with the mo
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Our Subsidiaries We have 24 subsidi
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The Board of Directors comprises of
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The shareholding pattern of Cox & K
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8. Cox & Kings (Shipping) Limited C
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private company limited by shares t
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14. Cox & Kings Tours Limited Cox &
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17. Cox & Kings Finance Limited Cox
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20. Tempo Holidays Pty. Ltd. We acq
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23. Quoprro Global Services Pte. Lt
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Financial Performance Royale Indian
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Sr. No. 3 Name, Designation, Father
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Sr. No. 6 Name, Designation, Father
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Managing Director with Tourism Fina
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(E) Increments: The Board of Direct
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xiv. Discussion with the statutory
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4. IPO Committee Our Company has co
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Name of Director Date of Appointmen
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projects and initiatives. Immediate
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Employees Our Company has 1097 full
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4. Ms. Elizabeth Kerkar Identificat
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Payment or benefits to our Promoter
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Shareholding of Promoter and Promot
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Shareholder No. of Shares Held Shar
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sick company within the meaning of
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Financial Performance Particulars R
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Shareholding Pattern: The sharehold
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Particulars For the Years Ended Mar
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Defunct Promoter Group Companies Sa
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August 12, 2009 To, The Board of Di
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STATEMENT OF PROFIT & LOSS, AS REST
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Cash flow from operating activities
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NOTES ON ACCOUNTS FOR THE RESTATED
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a) As at March 31, 2009, issued equ
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Net Deferred Tax Assets 35.15 12.63
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Balance in Profit and Loss account
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Far Pavilions Tours and Travels Lim
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Loans/Advances Taken Outstanding Ba
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TAX SHELTER STATEMENT Year ended Ma
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a) Debts outstanding for a period e
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a. Guarantees by banks on behalf of
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a. Bank Overdraft b. Term Loans fro
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Inter-Corporate Deposits Non Conver
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Ezeego One Travels and Tours Privat
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d) such other information extracted
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Balance brought forward Less: Addit
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Provisions 817.96 6,195.02 196 486.
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Cash flow from investing activities
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Cox & Kings Investments Ltd. (wholl
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There is no material adjustments re
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Provisions involving substantial de
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j. As per Accounting Standard 18, n
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k. Contingent Liabilities as at 31-
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6. Balance of Profit and Loss accou
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to other industries through backwar
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However, expenses such as Personnel
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� Interest & Finance Charges The
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was 38% of the ‘Other Expenses’
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Comparison of Fiscal 2008 with Fisc
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overseas subsidiaries. Loans and Ad
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Our ‘Share of Profit / (Loss) fro
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Transactions with Associate Compani
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10. Competitive Conditions We belie
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Letter of Hypothecation dated April
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Restrictive Covenants under the len
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A. Proceedings by the Company (i) C
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Sr. No Forum Filed Against Brief Pa
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Page 277 and 278:
(ii) Criminal Proceedings Sr. No Fo
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(iii) Income Tax Proceedings Sr. No
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Page 283 and 284:
Page 285 and 286:
Page 287 and 288:
Sr. No. Forum Filed by Particulars
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Page 291 and 292:
Page 293 and 294:
(iii) Income Tax Proceedings agains
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Sr. Forum Complainant Brief Particu
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Sr. Forum Complainant Brief Particu
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Sr. No E. Consumer Complaints pendi
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Sr. No Forum Filed By Brief Particu
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Page 311 and 312:
Page 313 and 314:
7 CHRISTOPHER COLUMBUS 8 COX AND KI
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G. Civil Proceedings initiated by/a
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(b) Proceedings initiated against A
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Page 321 and 322:
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K. Consumer Proceedings initiated a
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3. Consumer Disputes Redressal Foru
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7. Consumer Disputes Redressal Foru
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Sr. No. Forum Parties Brief Particu
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Sr. No. Forum Parties Brief Particu
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Sr. No Forum Parties Brief Particul
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Page 337 and 338:
Page 339 and 340:
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2. Income Tax Appellate Tribunal. M
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Sr. Forum Filed Against Lease Trans
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Sr. No (iii) Show cause notices ser
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Page 349 and 350:
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L. Proceedings initiated by/against
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GOVERNMENT AND OTHER APPROVALS On t
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Sr. No Type of license, permit appr
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Sr. No. Type of license, permit app
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Authority for the Issue From the Co
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DISCLAIMER CLAUSE AS REQUIRED, A CO
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a. AN UNDERTAKING FROM THE ISSUER T
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2. the purchaser and the person, if
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expiry of 8 days, be liable to repa
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Memorandum of Understanding signed
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Capitalization of Reserves or Profi
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� Right to receive dividend, if d
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In terms of the SEBI Guidelines, QI
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Particulars QIBs $$ on a proportion
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*** Any under subscription in the E
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Book Building Procedure ISSUE PROCE
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(b) Who are bidding at cut-off with
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Associates and affiliates of the Un
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correctness of the Depository Parti
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(g) The Bids should be submitted on
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(i) In case of an upward revision i
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(a) The members of the Syndicate wi
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Price Discovery and Allocation 1. A
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allotment or transfer within 15 day
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f) For Eligible Employee bidding in
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(and not those obtained from the De
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Bids may be made in single or joint
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21. Bids for amounts greater than t
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for allotment to Non-Institutional
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5. A5 25 6. MF1 20 7. MF2 20 8. MF3
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applicants, including applicants wh
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� That all steps will be taken fo
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ISSUE PROCEDURE FOR ASBA BIDDERS Th
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the prescribed ASBA Bid cum Applica
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(c) ASBA Bidders shall not revise t
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5. Thumb impressions and signatures
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8. Signature of sole and/or joint B
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Withdrawal of the Issue The Company
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SHARE CAPITAL Share Capital SECTION
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15. The Company may, from time to t
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Duplicate Share Certificate 32. The
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CALLS Calls (J) Notwithstanding any
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Sums deemed to be calls 48. Any sum
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Validity of sale 62. Upon any sale
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the name, address and occupation, i
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91. All business to be transaction
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Minutes of General Meeting and insp
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Number of Directors 124. Subject to
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Original Director expires before th
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nothing contained in this Article s
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to sue or defend on behalf of the C
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158. Subject to the superintendence
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Dividend to be paid in cash 184. No
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196. A notice or other documents ma
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discharge of their duties, includin
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DECLARATION BY THE COMPANY All rele
Page 463 and 464:
DECLARATION We, a Selling Sharehold
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