Dear Shareholders,
 
 The Company''s Directors are pleased to present the 71st Annual Report
 of the Company along with the audited accounts for the year ended March
 31, 2011.
 
 Financial Performance Summary
 
                                                     (Rs. in Lacs) 
 
 Particulars                                  Standalone Results
 
                                             2010-11      2009-10
 
 Net Sales & Other income                     25,292       18,203
 
 Profit Before Taxation                       11,012        7,550
 
 Provision for Taxation                        3,340        2,544
 
 Profit After Tax                              7,672        5,006
 
 Proposed Dividend                               793          734
 
 (inclusive of dividend tax)
 
 Earnings Per Share (Rs.)                      11.60         9.77
 
 Dividend
 
 Your Directors are pleased to recommend a Dividend of 10% (Re. 1/- per
 equity share of Rs. 10/- each) to be appropriated from the profits of
 the year 2010-11 subject to the approval of the shareholders at the
 ensuing Annual General Meeting.  The Dividend will be paid in
 compliance with applicable regulations.
 
 The dividend, if declared as above, would involve an outflow of Rs.
 682.64 Lacs towards dividend and Rs. 110.74 Lacs towards dividend tax,
 resulting in a total outflow of Rs.  793.38 Lacs.
 
 The dividend payout for the year under review has been formulated in
 accordance with the Company''s policy to pay sustainable dividend linked
 to long term performance, keeping in view the Company''s need for
 capital for its growth plans and the intent to finance such plans
 through internal accruals to the maximum.
 
 Credit Rating
 
 Credit Analysis & Research Ltd (CARE), the Rating Agency has revised
 and enhanced the long term rating of the Company to ''CARE AA (Double
 A)'' of Non - Convertible Debenture (NCD) of the Company amounting to
 Rs. 800 crores. Instruments with this rating indicate high safety for
 timely servicing of debt obligations and carry very low credit risk.
 
 CARE has also reaffirmed ''PR1  (PR One plus)'' of Commercial Paper (CP)
 amounting to Rs. 150 crores, for a maturity not exceeding one year.
 Instruments with this rating indicate strong capacity for timely
 payment of short-term debt obligations and carry lowest credit risk.
 
 Change in Capital Structure
 
 Issue of Global Depository Receipts (GDRs)
 
 During the year under review, your Company successfully completed the
 issue of 53,41,003 GDRs underlying the equity shares of the Company
 with face value of Rs. 10/- each. The issue price of GDRs was US$ 12.17
 ( Rs. 569.17).  The GDRs were listed on Luxembourg Stock Exchange on
 August 24, 2010 and traded on the EURO MTF segment of the Luxembourg
 Stock Exchange. Citibank N.A. New York, NYADR Department is the
 Depository and Citibank, N.A.  (Mumbai) is the Custodian of all the
 equity shares underlying the GDRs issued by the Company.
 
 Each GDR represents one underlying equity share of the Company. GDR is
 not time bound instrument and can be surrendered any time and converted
 into underlying equity shares of the Company. The shares so released in
 favor of the investor upon surrender of the GDRs can either be held by
 the investors concerned in their name or sold off in the Indian
 secondary market for cash. To the extent of the shares so sold in
 Indian markets, GDRs can be reissued under the available headroom.
 
 Outstanding GDRs
 
 The total number of GDRs outstanding as on March 31, 2011 are 2,333,334
 constituting 3.42% of the paid up share capital of the Company.
 
 Utilisation of IPO Proceeds
 
 As on March 31, 2011, amount raised through public issue has been
 utilised by the Company toward the following objects of the issue:
 
                                                (Rs. in Lacs)
 
 Sr.  Particulars                                  Utilisation
 No.
 
 1 Repayment of Loans                               12,844.00
 
 2 Acquisitions & Other Strategic                    2,000.00 
   Initiatives
 
 3 Investment in Overseas Subsidiaries               2,011.18
 
 4 Investment in Corporate Office &                    602.37 
   Upgrading our existing Operations
 
 5 General Corporate Purposes                        4,557.00
 
 6 Meeting Fresh Issue related Expenses              5,817.38
 
 Total                                              27,831.93
 
 Pending utilisation, the balance proceeds have been temporarily
 invested in Mutual Funds and Fixed Deposit.
 
 Utilisation of GDR Proceeds
 
 As on March 31, 2011, the amount raised through GDRs issue has remained
 unutilised and the same has been temporarily invested in fixed deposits
 and fixed deposit through subsidiary.
 
 Consolidated Financial Statements
 
 The Company reported consolidated income from operations for 2010-11 of
 Rs. 49,673.91 Lacs, posting a growth of 24% over Rs. 39,915.40 Lacs in
 the previous year, with strong growth globally in all major markets.
 EBITDA for FY 2011 rose by 23% to Rs. 23,006.51 Lacs as against Rs.
 18,643.68 Lacs in the last fiscal year. As required under the listing
 agreement with the Stock Exchanges, Consolidated Financial Statements
 of the Company are attached.
 
 Subsidiary Companies
 
 Pursuant to the provisions of Section 212(8) of the Companies Act,
 1956, the Ministry of Corporate Affairs vide its General Circular No.
 2/2011 dated February 8, 2011 has granted a general exemption subject
 to certain conditions to holding companies from complying with the
 provisions of Section 212 of the Act which requires the attaching of
 the Balance Sheet, Profit & Loss Account and other documents of its
 subsidiaries companies to its Balance Sheet. Accordingly, the said
 documents are not being included in this Annual Report.
 
 The Company will make available these documents upon request by any
 member of the Company interested in obtaining the same. However, as
 directed by the Central Government, the financial data of the
 subsidiaries have been furnished under financial information of
 Subsidiary Companies forming part of the Annual Report. Further, the
 Consolidated Financial Statement prepared in accordance with the
 Accounting Standard AS-21 on Consolidated Financial Statements read
 with Accounting Standard AS-23 on Accounting for Investments in
 Associates in Consolidated Financial Statements and AS- 27 on
 Financial Reporting of Interest in Joint Venture, are provided in the
 Annual Report.
 
 Details of Subsidiaries of the Company are covered in Management''s
 Discussion and Analysis Report forming part of the Annual Report.
 
 Investments in Direct Subsidiaries
 
 During the year under review, your Company had invested an aggregate of
 Rs. 20,476.04 Lacs as loan, in its Direct Subsidiaries Cox & Kings (UK)
 Ltd, Cox & Kings Singapore Private Limited, Cox & Kings Asia Pacific
 Private Limited, Cox & Kings (Japan) Limited, Quoprro Global Ltd,
 Clearmine Limited, Quoprro Global Services Pvt Ltd and Cox & Kings
 (Australia) Pty Ltd.
 
 Incorporation of New Subsidiaries and Branch offices
 
 During the year under review, your Company has incorporated 3 new
 subsidiaries namely Cox and Kings Global Services Private Limited, Cox
 and Kings Asia Pacific Private Limited and Prometheon Holdings Private
 Limited.  The main object of Cox and Kings Global Services Private
 Limited, is to provide comprehensive visa processing services to
 diplomatic missions. Cox and Kings Asia Pacific Private Limited was
 incorporated to establish the presence of Company business in Asia
 Pacific region.
 
 Your Company has also set up a Branch office in Taipei City, Taiwan
 Republic of China. Taiwan Branch shall provide travel services from
 Taiwan Republic of China, Hong Kong and South East Asia to India,
 Middle East and Europe as a Land Operator to local Travel Agencies.
 
 All the subsidiaries of the Company are unlisted and none of them are
 material unlisted Subsidiaries as per Clause 49 of the Listing
 Agreement.
 
 Directors'' Re-appointment
 
 Mr. Peter Kerkar and Mr. Pesi Patel, retire by rotation and being
 eligible offer themselves for reappointment at this Annual General
 Meeting.
 
 Your Directors recommended their re-appointment at the ensuing Annual
 General Meeting.
 
 Auditors and Auditors'' Report
 
 M/s. Chaturvedi & Shah, Chartered Accountants (Reg. No.  101720W),
 Statutory Auditors of the Company, hold office until the conclusion of
 the ensuing Annual General Meeting and being eligible, offer themselves
 for the re-appointment.  The Company has received a certificate from
 the Auditors to the effect that their re-appointment, if made, would be
 in accordance with Section 224 (1B) of the Companies Act, 1956.
 
 The Notes on Accounts referred to in the Auditors'' Report are
 self-explanatory and do not call for any further comments.
 
 Secretarial Audit Report
 
 As a measure of good Corporate Governance, the Board of Directors of
 the Company had appointed Mr. Virendra Bhatt, Practicing Company
 Secretary, to conduct Secretarial Audit of the Company.
 
 The Secretarial Audit Report confirms that the Company has complied
 with all the applicable provisions of the Companies Act, 1956,
 Depositories Act, 1996, Listing Agreements with the Stock Exchanges,
 Securities Contracts (Regulation) Act, 1956 and all the Regulations and
 Guidelines of SEBI as applicable to the Company, including the
 Securities and Exchange Board of India (Substantial Acquisition of
 Shares and Takeovers) Regulations, 1997 and Securities and Exchange
 Board of India (Prohibition of Insider Trading) Regulations, 1992.
 
 The Secretarial Audit Report for the financial year ended March 31,
 2011 is provided in the Annual Report.
 
 Group
 
 Pursuant to intimation from the Promoters, the names of the Promoters
 and entities comprising group are disclosed in the Annual Report for
 the purpose of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed that:
 
 a) in the preparation of the annual accounts for the year ended March
 31, 2011, the applicable accounting standards read with requirements
 set out under Schedule VI to the Companies Act, 1956, have been
 followed and that no material departures are made from the same;
 
 b) the Directors have selected such accounting policies and applied
 consistently and judgments and estimates that are reasonable and
 prudent so as to give true and fair view of the state of affairs of the
 Company as at March 31, 2011 and of the profit of the Company for the
 period ended on that date;
 
 c) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities, to the
 best of its knowledge and ability. There are however, inherent
 limitations, which should be recognised while relying on any system of
 internal control and records and;
 
 d) the Directors have prepared the annual accounts of the Company on ''a
 going concern basis''.
 
 Particulars of Employees
 
 In terms of the provisions of Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 as amended, the names and other particulars of the employees are set
 out in the annexure to the Directors'' Report. Having regard to the
 provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 Management''s Discussion and Analysis Report
 
 The Management''s Discussion and Analysis on Company''s performance –
 industry trends and other material changes with respect to the Company
 and its subsidiaries pursuant to Clause 49 of the Listing Agreement is
 presented in a separate section forming part of the Annual Report.
 
 Corporate Social Responsibility
 
 Corporate Social Responsibility (CSR) encompasses much more than social
 outreach programs and is an integral part of the way the Company
 conducts its business. Detailed information on the initiative of the
 Company towards CSR activities is forming part of this report.
 
 Formation of Cox & Kings Foundation
 
 To participate in alleviating the socio–economic status of the society,
 your Company has established Cox & Kings Foundation. The core areas
 on which the Cox & Kings Foundation focuses are relief of poor,
 education, medical relief and advancement of similar objects of general
 and social welfare.
 
 Corporate Governance
 
 Your Company believes Corporate Governance is at the heart of
 Shareholder value creation. The Board has also evolve and adopted a
 Code of Conduct based on the principles of Good Corporate Governance
 and best management practices being followed globally. The code is
 available on the website of the Company www.coxandkings.com. A report
 on the Corporate Governance in term of Clause 49 of the Listing
 Agreement with Stock Exchanges along with the Auditors'' Certificate on
 its compliance forms part of this report.
 
 Fixed Deposits
 
 Your Company has not accepted any fixed deposits within the meaning of
 Section 58(A) of the Companies Act, 1956 during the year.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 The Company has no activity relating to conversation of energy or
 technology absorption.
 
 The Company continued to be a net foreign exchange earner during the
 year.
 
 The figures for the foreign exchange earnings and outgo are as follows:
 
 Foreign Exchange Earnings:
 
 Rs. 9,358.05 Lacs (Previous Year- Rs. 10,008.27 Lacs)
 
 Foreign Exchange Outgo:
 
 Rs 265.70 Lacs (Previous Year- Rs. 344.31 Lacs)
 
 (Other than in the normal course of the business as Tour Operator and
 Foreign Exchange Restricted Authorised Dealer)
 
 Awards and Recognition during the year under review:
 
 1.  India''s Leading Destination Management Company awarded by the
 World Travel Awards 2010.
 
 2.  CNBC Awaaz Travel Award 2010 for Taking India Global.
 
 3.  Best Outbound Tour Operator awarded by Hospitality India and
 Explore the World Annual International Awards 2010.
 
 4.  First Runner Up in the Best Large Tour Operator category awarded
 by the Telegraph Ultra Travel luxury survey UK 2010.
 
 5.  First Runner Up in the Favourite Tour Operator category awarded
 by Condé Nast Traveller Readers'' Choice Awards (2010).
 
 6.  Most Admired Tour Operator 2010 awarded by SATTE (2010).
 
 Acknowledgements and Appreciation
 
 Your Directors take this opportunity to thank all investors, customers,
 vendors, banks/financial institutions, regulatory and government
 authorities and Stock Exchanges for their consistent support and
 encouragement to the Company. The Directors also place on record their
 sincere appreciation to all employees of the Company for their hard
 work, dedication and commitment. The enthusiasm and unstinting efforts
 of the employees have enabled the Company to remain at the forefront of
 the Industry.
 
 For and on behalf of the Board of Directors
 
 A. B. M. Good
 
 Chairman
 
 Mumbai, 30th May, 2011