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

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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 will affect our reputation in the market. Legal Proceedings initiated against us: Type of legal proceedings Number of pending cases/show cause notices/summons xvi Financial implications (to the extent quantifiable) (Rs. in Millions) Civil Cases 10 1,300.9 Criminal Cases 1 Not quantifiable Consumer Cases* 90 36.0 Trademark Oppositions 16 Not quantifiable *of these in 15 cases our Directors have also been made a party. Legal Proceedings involving our Associate Companies -Tulip Group: Type of legal proceedings Number of pending cases/show cause notices/summons Financial implications (to the extent quantifiable) (Rs. in Millions) Civil Cases 6 1,093.5 Criminal Cases 4 413.9 Arbitration Proceedings 4 8504.2 Special Leave Petition 2 Not quantifiable Company Petition 3 Not quantifiable Labour Case 1 Not quantifiable Debt Recovery Cases 2 347.0 Tax related Cases 15 160.6 For more information regarding these legal proceedings, please refer to the chapter titled ‘Outstanding Litigation and Other Material Developments’ beginning on page 233 of this Draft Red Herring Prospectus. 2. Some of our Promoters and Promoter Group Entities are involved in certain legal and regulatory proceedings Some of our Promoters, Promoter Group Entities and Associate Companies are involved in certain legal and regulatory proceedings initiated by or against certain parties. The cases filed against our individual Promoters are in their official capacity as Directors of our company. All these proceedings are pending at different levels of adjudication before various courts, tribunals, enquiry officers, and appellate tribunals. Though we are not a direct party to these legal proceedings or in any ways connected with these legal proceedings, any adverse order can affect our reputation and consequently our brand name could be adversely affected. A brief summary of these legal proceedings involving them is given below: Legal Proceedings initiated against the Promoters: Type of legal proceedings Number of pending cases/show cause notices/summons Financial implications (to the extent quantifiable) (Rs. in Millions) Urrshila Kerkar Civil Cases 3 1,080.0 Ajay Ajit Peter Kerkar Civil Cases 2 1,080.0 Criminal Writ Petition 1 Not Quantifiable
Legal Proceeding against our Promoter Group Entities: Ezeego One Travels and Tours Private Limited Type of legal proceedings Number of pending cases/show cause notices/summons xvii Financial implications (to the extent quantifiable) (Rs. in Millions) Consumer Cases 9 3.9 Far Pavilions Tours and Travels Private Limited Type of legal proceedings Number of pending cases/show cause notices/summons Financial implications (to the extent quantifiable) (Rs. in Millions) Civil Cases 1 28.5 For more information regarding these legal proceedings, please refer to the chapter titled ‘Outstanding Litigation and Other Material Developments’ beginning on page 233 of this Draft Red Herring Prospectus. 3. Our Contingent Liabilities could adversely affect our financial condition. As on March 31, 2009, we had Contingent Liabilities (standalone) of Rs.1,636.09 Mn which are not provided for and which could adversely affect our financial condition. These Contingent Liabilities as certified by our Statutory Auditors are detailed in Annexure XIV to the Company’s Financial Statements beginning on page 162 of this Draft Red Herring Prospectus. As on March 31, 2009, our consolidated Contingent Liabilities were of Rs.1,645.85 Mn the details of which are given below: • Guarantees given by banks Rs .20,43 Mn • Claims against the Company not acknowledged as debts estimated at Rs.136.98 Mn • Disputed Income Tax Demand of Rs.127.68 Mn against which an advance payment of Rs .61.90 Mn has been paid. • Guarantees given to bank for loan taken by wholly owned subsidiary company Rs. 1,360.76 Mn. 4. 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 Our Company was unable to trace secretarial records of RoC filings in respect of allotment of 100,000 equity shares of our Company 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. 5. Our growth will depend on our ability to sustain our brand and failure to do so will have a negative impact on our ability to compete in this industry. We believe that our brand is well respected and recognised in the market today. Continuing efforts towards building and sustaining our brand will be critical for the recognition of our services. Promoting and positioning our brand 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 promo te and maintain our brand, our business, financial condition and results of operations could be adversely affected. 6. Our inability to manage our growth could disrupt our business and reduce our profitability. A principal component of our strategy is to continue growing by expanding the size and geographical scope of our businesses. We have experienced high growth in recent years and expect our business to continue to grow significantly, including internationally. Although we plan to continue to expand our scale of operations through organic growth and investments in other entities, there could be a possibility that we may not grow at a rate comparable to our growth rate
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 and 12: Term Description NR Non Resident NR
Page 13 and 14: CERTAIN CONVENTIONS, PRESENTATION O
Page 15 and 16: Industry and Market Data Unless sta
Page 17: SECTION II: RISK FACTORS RISK FACTO
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
Page 63 and 64: Name of the Promoter Date of Allotm
Page 65 and 66: Trf. No. Transfer Date Equity Share
Page 67 and 68: 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:
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Sr. No. Forum Filed by Particulars
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Page 291 and 292:
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(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 307 and 308:
Page 309 and 310:
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:
Page 323 and 324:
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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