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Directors Report of Thomas Cook (India) Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the Thirty - Ninth Annual Report, together with audited financial statements for the financial year ended on 31st March, 2016.

FINANCIAL PERFORMANCE

(Rs. in million except Earnings Per Share)

Standalone Consolidated*

Particulars Financial Fifteen months Financial Fifteen months Year ended Period ended Year ended Period ended 31st March, 2016 31st March, 31st March, 2016 31st March, 2015** 2015**

Total Revenue 4,125.77 5,135.82 42,835.58 32,863.21

Profit before Tax 84.32 486.21 1,282.09 1,709.88

Exceptional Item - - 938.50 -

Prior Period Item - - 58.46 -

Provision for Taxation - 157.00 733.58 517.19

MAT Credit Entitlement - - - 16.96

(Write back) / Provision for Deferred Taxation and Tax 2.99 (2.90) (282.47) 52.35 pertaining to earlier periods

Profit after Taxation 81.33 332.11 - -

(Loss)/Profit after Taxation and before Minority Interest - - (165.98) 1,123.38

Minority Interest - - 213.34 221.87

(Loss)/Profit after Taxation and Minority Interest - - (379.31) 901.51

Transferred to General Reserve - 33.21 - 33.21

Dividend Proposed / Paid 172.67 138.61 172.67 138.61

Earnings Per Share - Basic (per equity share of Rs.1/- each) 0.12 1.31 (1.30) 3.56

Earnings Per Share - Diluted (per equity share of Rs.1/- each) 0.12 1.10 (1.30) 2.98

* Consolidated financial statements for the financial year ended 31st March, 2016, included the consolidated audited financial statements of companies acquired during the financial year, mainly SOTC Travel Services Private Limited (SOTC) (formerly known as Kuoni Travel (India) Private Limited'') for the period 1st January, 2016 to 31st March, 2016 and Kuoni Travel (China) Limited for the period 1st November, 2016 to 31st March, 2016. Accordingly said figures are not comparable with previous period.

In the previous period, the consolidated financial statements for the period ended 31st March, 2015, included the consolidated financial statements of Sterling Holiday Resorts (India) Limited for the period 3rd September, 2014 to 31st March, 2015. Consequently, consolidated financial statements for the financial year ended 31st March, 2016 are not comparable with previous period.

** Previous period figures have been reclassified wherever necessary to conform to this year''s classification.

OPERATIONS & RESULTS

The travel and tourism industry has emerged as one of the key drivers of growth among the service sectors of the country. It is potentially a large employment generator besides being a significant source of foreign exchange for the country. This sector has a significant potential considering the rich cultural and historical heritage, variety in ecology, terrains and places of natural beauty spread across the country. Despite fluctuations in rupee value, overall business sentiment and economic outlook remained optimistic. The year saw decent growth of your Company''s portfolio of retail products, strong leisure travel trends for both group and individual travel business and the outreach program with channel partners. Retail inflation has softened due to declining oil prices, weak domestic demand. Easing inflationary pressures strengthened the impact of comfortable liquidity conditions on market interest rates.

Your Company recorded total revenue of Rs.4,125.77 million and profit before tax of Rs.84.32 million with profit after tax being Rs.81.33 million for the financial year ended 31st March, 2016. The basic earnings per share of the Company is Rs.0.12 per Equity Share of Rs.1/- each.

THOMAS COOK PRESENCE

As of 31st March, 2016, your Company, along with its subsidiaries, continues to be amongst the largest integrated travel groups in India. Your Company (exclusive of its subsidiaries) operates through 227 locations in 91 cities, 112 PSAs and 114 Gold Circle Partner outlets to have a wider spread and network across the country.

Your Company also has presence in 7 countries outside India through its branches/ representative offices in USA (New York), Spain (Barcelona), UK (London), Japan (Tokyo & Osaka), China (Beijing), South Korea (Seoul) and France (Paris) apart from its subsidiaries in Mauritius, Sri Lanka, Singapore and China (Hong Kong).

SHARE CAPITAL STRUCTURE

Share Capital structure as of 28th May, 2016

Authorised Capital: Rupees (Rs.) Rupees (Rs.)

Equity Shares:

1335000000 Equity Shares of Rs.1/- each 1,335,000,000

Preference Shares:

250000000 Preference Shares of Rs.10/- each 2,500,000,000 3,835,000,000

issued, Subscribed and Paid-up Capital:

Equity Shares:

365972979 Equity Shares of Rs.1/- each 365,972,979

Preference Shares:

125000000 Non Convertible Cumulative Redeemable Preference Shares of Rs.10/- each 1,250,000,000

1,615,972,979

During the financial year:

1. 4423000 Compulsory Convertible Preference Shares (CCPS) of Rs.10/- each were converted into 44230000 Equity Shares of Rs.1/- each on 8th September, 2015.

2. The Authorised Share Capital of the Company was re-classified pursuant to the approval of shareholders vide Extraordinary General Meeting of the Company held on 27th November, 2015.

3. The Company has issued & alloted 125000000 Non Convertible Cumulative Redeemable Preference Shares of Rs.10/- each aggregating to Rs.1,250 million on 1st December, 2015.

4. The Company has alloted 48657929 equity shares of Rs.1/- each to the shareholders of Sterling Holiday Resorts (India) Limited pursuant to Sanctioned Composite Scheme of Arrangement and Amalgamation between Thomas Cook Insurance Services (India) Limited, Sterling Holiday Resorts (India) Limited & the Company on 3rd September, 2015.

DIVIDEND

Your Directors recommend dividend for approval of the members as under:

1. On 4423000 Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each @ 0.001% (i.e Rs.0.0001 per CCPS) for the period from 1st April, 2015 to 8th September, 2015 (upto the date of conversion);

2. On Equity Shares @ 37.5% (i.e. Rs.0.375 per share) on each equity share of Rs.1/- for the financial year ended 31st March, 2016;

3. On 125000000 Non Convertible Cumulative Redeemable Preference Shares (NCCRPS) of Rs.10/- each @ 8.5 %( i.e. Rs.0.85 per NCCRPS) for the period from 1st December, 2015 (date of allotment) to 31st March, 2016.

The proposed dividend on the equity share capital and preference share capital will absorb Rs.172.67 million for dividend and Rs.35.15 million for Dividend Tax. The Board seeks the approval of the shareholders to the dividend recommended on the preference and equity share capital as will be outstanding on the date of book closure/ record date.

RESERVES

Debenture Redemption Reserve

As per requirement, your Directors have resolved to transfer Rs.103.36 million to Debenture Redemption Reserve. The total Debenture Redemption Reserve stand at Rs.233.91 million as at 31st March, 2016.

Capital Redemption Reserve

Further, as per requirement, your Directors have resolved to transfer Rs.59.52 million to Capital Redemption Reserve. The total Capital Redemption Reserve stand at Rs.59.52 million as at 31st March, 2016.

General Reserve

Your Directors have decided to retain the profits of the Company. The total General Reserves stand at Rs.353.64 million as at 31st March, 2016.

PROMOTERS

Fairfax Financial Holdings Limited

The current promoter of your Company, Fairbridge Capital (Mauritius) Limited ("FCML") is a 100% step down subsidiary of Fairfax Financial Holdings Limited ("Fairfax"), Canada. During the financial year, M/s. H Investment Limited, former promoter of the Company, has transferred its complete shareholding to FCML.

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Fairfax was founded in 1985 by the present Chairman and Chief Executive Officer, Mr. Prem Watsa. The Company has been under present management since 1985 and is headquartered in Toronto, Canada. Its common shares are listed on the Toronto Stock Exchange. Fairfax''s corporate objective is to achieve a high rate of return on invested capital and build long-term shareholder value. Over the past 30 years, Fairfax has demonstrated a strong financial track record to achieve an annual compounded appreciation in book value per share of 20.4% and currently has over $ 41.5 billion in consolidated assets.

Thomas Cook (India) Limited is a part of the Fairfax group. As of the date hereof, the promoter holds 67.81% of the total paid up equity share capital of the Company.

THOMAS COOK (INDIA) LIMITED

Operations in India [including subsidiaries]

Your Company is one of India''s largest foreign exchange dealers in both the wholesale and retail segments of the market, by virtue of its extensive network as well as sales, and one of the few non-banking institutions to have been granted an AD-II licence by the Reserve Bank of India. Your Company handles 1.3 million transactions annually and is one of the largest exporters of bank notes globally.

However in the current year, the Rupee has witnessed a downward spiral on account of Chinese Yuan devaluation and slid to its weakest in two years. The global economic slowdown, Chinese Yuan devaluation, turmoil seen over Greek economic crisis and Rupee depreciation against USD, impacted Indian economy. Despite the trading environment, your Company has managed to maintain its previous year volumes. The year saw appreciable growth of your Company''s portfolio of retail products. Getting a large countrywide channel partner on board, coupled with strong focus on high engagement social media platforms including Facebook and Twitter, helped the student business grow by 23%. The leisure travel trends for both group and individual travel business and the outreach program with channel partners managed to sustain at previous year level. The ''Maintenance of close relatives'' category of outward remittance saw degrowth of 20% on account of stringent regulatory compliance. Owing to rupee depreciation, encashments have increased by 7% over last year.

Your Company continued focus on acquisition of new clients and strived to provide un-paralleled customer service along with a suite of products, however demand of Forex from Corporates has reduced, leading to a degrowth of 10%. Your Company further strengthened its Inward Remittance business, both from a penetration perspective as well as from a business growth perspective. According to the issue of the World Bank''s ''Migration and Development Brief'', released on 13th April, 2016, with remittance flow around $69 billion in 2015, India remained the world''s largest recipient country. Global remittances, which include those to high-income countries, contracted by 1.7% to USD 581.6 billion in 2015, from USD 592 billion in 2014. Slower growth may reflect the impact of falling oil prices on remittances from GCC countries. Also, deprecation of major sending country currencies (for example, the Euro, the Canadian and Australian Dollar) vis-a-vis the US Dollar played a role.

"Remittances to India, the (South Asian) region''s largest economy and the world''s largest remittance recipient, decreased by 2.1% in 2015, to USD 68.9 billion. This marks the first decline in remittances since 2009," the World Bank report said. Your Company has degrown its inward remittance business by 8% over last year.

Your Company''s own Multi Currency Prepaid Travel Card (Borderless Prepaid Card), launched in 2012 in association with MasterCard and Access Prepaid Worldwide, continued to grow at high double digit year on year growth rate. The Borderless Prepaid Card was loaded with US$ 288 Million for the period 1st March, 2015 till 31st March, 2016 with an average monthly load of US$ 23 Million. Over 200,000 cards have been sold since the launch of the product in 2012 with a total load volume of US$ 816 Million. To keep pace with the changing needs of the customers and to ensure seamless delivery, your Company invested in new technology in financial year 2015-16, ensuring better response times, improved management reporting and reduction of effort for the employees. Your Company will continue to enhance its technological backbone with the objective of customer service and delivery.

Volatility in exchange rate, increasingly stringent compliance requirements, increasing competitive intensity, risk of obsolescence and adverse economic conditions are some key external factors that could impact the business adversely. Also, upward revision of rental costs of foreign exchange outlets at certain airports resulted in an overall reduction in margins in the retail foreign exchange business. However, your Company grew the Profit Before Taxation of the foreign exchange business by 56% over last year by implementing a series of growth initiatives, as mentioned above, efficiently managing the cost of operations of the foreign exchange segment and optimising the working capital cycle.

Despite various challenges faced by the Travel and Tourism industry for most part of the year, your Company had a decent growth of its business. Your Company created platform for user-friendly customer experience for any foreign exchange transactions online. The commencement of Thomas Cook India''s ''Buy Forex Online'' services has empowered travellers to buy their foreign exchange and Forex related products like the Thomas Cook Borderless Multicurrency Prepaid Card in a safe environment, at the click of a button and also the added convenience of home delivery via our portal www.thomascook.in.

Launch of ''Online Visas'' the first visa application online platform in India, empowering customers with detailed visa information including visa requirements per destination, downloadable visa forms, consular addresses and timings, processing duration, and visa costs. Online transactions, acquisitions and partnerships are creating opportunities for growth and innovation in this sector. Among the current verticals of Indian e-commerce, online travel segment still holds the biggest pie with 61% market share. The travellers are ready to pay more for a personalized and complete holiday package. Since mobile apps are helping customers connect with the portal seamlessly and are becoming a major differentiating factor when selecting a travel company, E-Business successfully launched Forex and Holiday mobile applications to meet the changing needs of customers.

There is a special focus on this segment as social media is now considered the best way to reach out to the public. Your Company is also trying to build a simpler design for the website and mobile applications, as this will allow the website and apps to load faster without compromising on the design or the user experience. Your Company has been continuously looking at innovative ways of engaging with people through their personal devices. Mobile has already become the preferred choice of the customers to access the online travel services.

The narrowing of the trade deficit, due to positive export growth and contraction in both oil and non-oil imports, should bring the current account deficit down to a more sustainable level for the fiscal year as a whole. The depreciated rupee made India an attractive tourist destination but inbound tourism did not grow as expected due to sluggish economic climate in source markets in 2015. The Indian government has realised the country''s potential in the tourism industry and has taken several steps to make India a global tourism hub. With domestic carriers continuing to enhance their fleet strength and adding on capacity, the Average Ticket Prices continue to show a downward slide.

Your Company is seeing an increasing trend of corporate customers seeking to utilize the Online Booking Tool, rather than providing their booking requests offline through other means.

Despite intense competition amongst large and small players in the sector, your Company''s MICE business has registered significant top line growth by cementing strong relationships with several corporate houses, tapping new markets and clients.

Your Company''s E-Business segment continued to be a strong focus area as a part of comprehensive multi channel strategy. The call centre has seen a phenomenal growth in enquiries & bookings over the last year.

India has tremendous potential to promote Domestic Tourism and will witness a substantial increase in the years to come. In the domestic tourism segment, Religious tourism comes in second, followed by leisure tourism. Depreciation of the rupee has also made domestic travel more affordable than holidaying overseas, especially for travellers having a fixed budget.

With around 2 million transactions for the year in 2015, it observed a growth of 30% in direct business through direct corporates and walkin applicants and is growing leaps and bounds capturing and setting a strong foot in the Visa business. Apart from catering to the Travel Businesses of your Company and adding direct external customers for their visa, passport it also serves ancillary transactions [Attestations, Legalization, Apostille, Translation, Notarization of documents, Foreigners Regional Registration Office (FRRO) registration/ visa extension/ exit permit, procures People of Indian Origin (PIO) / Overseas Citizen of India (OCI) cards].

Your Company continues its focus on Travel Insurance with the strategy of being a complete travel solutions provider and ensure that the customer is advised and educated about the benefits of travel insurance. Your Company offers both overseas as well as domestic travel insurance. Your Company conducts regular training programs and deeper interactions with all the other lines of businesses like Leisure Travel, Foreign Exchange, MICE, Corporate Travel, Visa, etc. to offer the products to their specific set of customers. This has helped in improving the penetration of insurance in every business, garnering higher share of customer wallet and building customer loyalty. With technology being the main driver, your Company continuously works towards making the process seamless and easy for its customers.

Your Company will continue to strengthen its digital presence with the launch of the Mobile Apps and have allocated more than a sizable portion of the advertising budget solely for digital media/ platforms. This year also marked the launch of two of the most innovative products targeting 2 different segments: Holiday Savings Account for the much celebrated (and rapidly growing) Indian middle-class and Travel Quest for the highly lucrative student / study tour business.

Quess Corp Limited (Quess) (formerly known as IKYA Human Capital Solutions Limited), a subsidiary of your Company, reported a decent growth in its operations and revenues. Quess initiated the process for its Initial Public Offer (IPO) to raise upto Rs 4000 million, net proceeds from which is proposed to be used for funding incremental working capital requirements, repayment of debt, funding of acquisitions and strategic initiatives, and other capital expenditures.

After seeking necessary approvals from Shareholders and applicable regulatory, the Company along with its subsidiary, Travel Corporation (India) Limited completed the acquisition of SOTC Travel Services Private Limited (formerly known as Kuoni Travel (India) Private Limited) on December 16, 2015 and Kuoni Travel (China) Limited on November 9, 2015 for a sum consideration of Rs.5,350 million.

Post acquisition, Kuoni was rebranded to SOTC in early 2016. SOTC is a leading travel and tourism company active across various travel segments including Leisure Travel, Business Travel, Destination Management Services and Distribution Visa Marketing Services.

Your Company, through its step down subsidiary, Horizon Travel Holdings (Hong Kong) Private Limited [now rechristened as Luxe Asia Travel (China) Limited] holds 100% stake in Kuoni Travel (China) Limited (Kuoni Hong Kong), which has an attractive business in the travel sector backed by a trusted brand name, and a stable and motivated professional management team. Kuoni Hong Kong is a premium outbound travel operator in Hong Kong.

Operations in Sri Lanka

Thomas Cook Lanka (Private) Limited, operates in foreign exchange business which includes buying and selling of foreign currencies in Sri Lanka at 4 locations i.e. International airport (Arrival and Departure) in Katunayaka, Crescate outlet in Colombo and one in Kandy (Kandy city centre). At the international airport, there are 3 counters at arrival where encashment business is undertaken and 1 counter at the departure area where the sale business is undertaken.

During the year, your Company, through its wholly owned subsidiary Thomas Cook Lanka (Private) Limited in Sri Lanka, acquired Luxe Asia Private Limited (Luxe Asia) on 30th July, 2015. Based in Sri Lanka, Luxe Asia is focussed primarily on inbound tourism from key global markets and services both tour operator and traveller segments across its ten destinations in the Indian Ocean Region and Asia.

Thomas Cook Lanka (Private) Limited serves as an investment vehicle for any proposed future investments into Sri Lanka subject to requisite regulatory approvals.

Operations in Mauritius

The impact of recession in Eurozone stagnated and the Mauritius operations saw a turnaround together with efficient management of costs exercise undertaken by the company. The tourist inflow has increased and the Asian market is keen on exploring Mauritius. Economic and business scenario look optimistic and with the impact of cost inflation remaining under control, the projections are expected to be above average. Mauritius operations are exploring new initiatives to open a new air corridor and are in touch with the other sister concerns to increase the market share. Forex transactions are also expected to rise in the coming period and new business partners have been identified. The company has been reviewing the associated risk within the business segments and adequate actions are being initiated to handle these situations including investment on improving IT infrastructure.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Your Company being in the Travel and Tourism industry, its activities do not involve any expenditure on Technology and Research and Development therefore, the particulars in the Companies (Accounts) Rules, 2014, as amended, are not required to be submitted.

During the financial year, the foreign exchange earnings (on a standalone basis) amounted to Rs.705.90 million, whereas, the Company has incurred Rs.133.71 million as expenditure in foreign currencies towards interest, bank charges, license fees, professional fees, travelling, subscriptions etc., as disclosed in Note 33 in the Notes to the financial statements.

On a Consolidated basis, the foreign exchange earnings amounted to Rs.4260.04 million, whereas, the Company has incurred Rs.871.87 million as expenditure in foreign currencies towards interest, bank charges, license fees, professional fees, travelling, subscriptions etc.

DEPOSITS

During the financial year, the Company has not accepted any deposit within the meaning of Section 73 & 76 of Companies Act, 2013, read with the Rules made thereunder.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, all the transactions with related parties are in the ordinary course of business and on arm''s length basis; and there are no material contracts or arrangements or transactions at arm''s length basis or otherwise and thus disclosure in Form AOC-2 is not required.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, Guarantees and Investment forms part of the notes to the financial statements provided in this Annual Report.

ISSUANCE OF NON CONVERTIBLE DEBENTURES

During the financial year, the Company after seeking necessary approval of shareholders and other applicable regulatory authorities, issued unsecured, rated, listed 1000 Non Convertible Debentures (NCD) of Rs.1,000,000/- (Rupees Ten Lakhs only) each on private placement basis aggregating to Rs.1,000 million. The proceeds of NCD were used for financing the Company''s working capital requirements.

Credit rating

In respect of Rs.2,000 million Non Convertible Debenture of the Company, ICRA Ratings have, during the year upgraded as under:

Particulars Amount Rating Remarks (Rs. Millon)

Non 2000.00 ICRA AA/stable Revised from [ICRA] Convertible (ICRA double A/ AA- /stable (ICRA Debentures stable) double A minus/ stable)

Total 2000.00

Issuance non convertible cumulative redeemable preference SHARES (NCCRPS)

During the financial year, the Company after seeking necessary approval of shareholders and other regulatory authorities, issued and alloted 125000000 NCCRPS of Rs.10/- (Rupees Ten only) each on private placement basis aggregating to Rs.1250 million. The proceeds of NCCRPS were used for meeting the part of the funding requirements arising out of the acquisition of Indian operations of SOTC Travel Services (India) Limited (formerly known as Kuoni Travel (India) Private Limited).

directors'' responsibility statement

Pursuant to Section 134(3) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2016 and of the profit of the Company for the period ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

directors

Appointments and Re-Appointments

In accordance with provisions of Section 152 of the Companies Act, 2013 and Article 116 of the Articles of Association of the Company, Mr. Chandran Ratnaswami (DIN: 00109215), Non Executive Director retires by rotation and being eligible, offers himself for re- appointment to the Board.

Mr. Sunil Mathur (DIN: 00013239) and Mr. Nilesh Vikamsey (DIN: 00031213) were appointed as Additional Non Executive Independent Directors by the Board of Directors of the Company at its meeting held on 23rd December, 2015. As Additional Directors, they hold office upto the date of the ensuing Annual General Meeting of the Company. The Company has received notices in writing under Section 160 of the Companies Act, 2013 from members proposing Mr. Mathur''s and Mr. Vikamsey''s candidature for the office of a Director. Accordingly, Mr. Mathur and Mr. Vikamsey are proposed to be appointed as Non Executive Independent Directors at the ensuing Annual General Meeting.

Profiles of the Directors, as required under Regulation 36 of Securities & Exchange Board of India SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 are given in the Corporate Governance Report which forms part of this Annual Report.

The above proposal for appointments and re-appointment form part of the Notice of the Thirty-Ninth Annual General Meeting and the relevant Resolutions are recommended for your approval therein.

Resignations

Mr. Uday Chander Khanna (DIN: 00079129), Non Executive Independent Director and Mr. Mahendra Kumar Sharma (DIN: 00327684), Chairman and Non Executive Independent Director resigned from the Board w.e.f. 1st September, 2015 and 31st December, 2015 respectively due to their preoccupations. The Board expressed its appreciation to outgoing Directors for their valuable inputs, insights and guidance to the Company during their tenure.

chairman and Managing Director

Mr. Madhavan Menon (DIN: 00008542), Managing Director of the Company was re-designated as Chairman and Managing Director of the Company w.e.f. 1st January, 2016.

Declaration of Independence

The Company has received necessary declarations from Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the Board as a whole, various Committees, Directors individually and the Chairman.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Annual Report.

number of board Meetings during the financial year

During the financial year, 12 meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of this Report.

key managerial personnel

Mr. Rambhau R. Kenkare was the President and Head - Legal and Company Secretary of the Company upto 8th March, 2016 and after his re-designation as President & Group Head - Legal, Secretarial & Administration, Mr. Amit J. Parekh, was appointed as the Company Secretary & Compliance Officer w.e.f. 8th March, 2016 in his place.

auditors

Statutory Auditors

M/s. Lovelock & Lewes, Chartered Accountants, Firm Registration No.301056E, Auditors of the Company who retire at the ensuing Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the provisions of Section 139 & 141 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, as amended. Your Directors recommend their re-appointment from the conclusion of the ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting. The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company. Further, your Company also obtained Statutory Auditors Report as per requirement of circulars issued by Reserve Bank of India from time to time in relation to downstream investments.

Secretarial Auditor

The Board of Directors have appointed Mr. Keyul M. Dedhia of M/s Keyul M. Dedhia & Associates, Company Secretaries in Practice as the Secretarial Auditor of the Company under the provisions of Section 204 of Companies Act, 2013, for conducting the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year 2015-16 does not contain any adverse remark, qualification or reservation or declaimer which requires any explanation/comments by the Board. The Secretarial Audit Report is annexed as Annexure 1 which forms the part of this Report.

corporate social responsibility

Corporate Social Responsibility (''CSR'') Committee:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Board of Directors have constituted a CSR Committee. The details of the Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

CSR Policy:

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link:http://www.thomascook.in/pages/indus/tcportal/Speeches_ Presentations.html.

CSR initiatives undertaken during the financial year 2015-16:

During the financial year 2015-16, the Company has spent Rs.5,935,180/- million on CSR activities.

The Annual Report on CSR Activities undertaken by Company during the financial year 2015-16, is annexed as Annexure 2 which forms part of this Report.

incorporations/ acquisitions

The financial year 2015-16 was an eventful year with many events taking place such as incorporations, acquisitions, mergers, omposite Scheme of Amalgamations and Arrangements.

Borderless Travel Services Limited and Jardin Travel Solutions Limited

During the financial year, your Company has incorporated two wholly owned subsidiary Companies with the name & style Borderless Travel Services Limited and Jardin Travel Solutions Limited on 25th August, 2015 and 1st September, 2015, respectively.

Sterling Holiday Resorts (india) Limited

The Board of Directors of the Company, Thomas Cook Insurance Services (India) Limited ("TCISIL") & Sterling Holiday Resorts (India) Limited ("SHRIL") have at their meetings held on 7th February, 2014 approved a composite scheme of arrangement and amalgamation ("Scheme") pursuant to which there was:

(i) a demerger of the resort and timeshare business from SHRIL to TCISIL; and (ii) amalgamation of residual SHRIL into the Company. Pursuant to the scheme, (i) 116 equity shares of the Company were issued to the shareholders of SHRIL for every 100 equity shares held in SHRIL in consideration of the demerger of the resort and timeshare business of SHRIL from SHRIL to TCISIL; and (ii) 4 equity shares of the Company were issued to the shareholders of SHRIL for every 100 equity shares held in SHRIL in consideration of the amalgamation of residual SHRIL into the Company.

Pursuant to approval of Hon''ble High Court of Madras vide its Order dated 13th April, 2015 and the approval of Hon''ble High Court of Bombay vide its Order dated 2nd July, 2015, the above Scheme was implemented by allotting 4,86,57,929 equity shares of Rs.1/- each of the Company to the shareholders of SHRIL on 3rd September, 2015.

Pursuant to the requirement of the Scheme, there were 1855 fractional shares which were sold in the open market. The sale of shares generated net amount of Rs.366,514/- (after deduction of applicable charges, brokerage and taxes) which were distributed to the eligible shareholders as per their respective entitlements.

kuoni Travel (india) Private Limited & kuoni Travel (China) Limited

After seeking necessary approvals from Shareholders and other applicable regulatory authorities, the Company along with its subsidiary, Travel Corporation (India) Limited completed the acquisition of SOTC Travel Services Private Limited (formerly known as Kuoni Travel (India) Private Limited) on 16th December, 2015 and Kuoni Travel (China) Limited on 9th November, 2015 for a sum consideration of Rs.5,350 million.

Other Downstream Acquisition/Merger

i) The Hon''ble High Court of Karnataka sanctioned the Scheme of Arrangement between Quess Corp Limited (formerly known as IKYA Human Capital Solutions Limited) and its wholly owned subsidiaries - Magna IKYA Infotech Inc., Avon Facility Management Services Limited and Hofincons Infotech & Industrial Services Private Limited.

ii) Acquisition of Nature Trails Resorts Private Limited by Sterling Holiday Resorts Limited (formerly known as Thomas Cook Insurance Services (India) Limited)

iii) Acquisition of Luxe Asia Private Limited by Thomas Cook Lanka (Private) Limited

iv) Acquisitions of MFXchange Holding Inc., Randstad Lanka Private Limited, and Aravon Service Private Limited (formerly known as Aramark India Private Limited) by Quess Corp Limited

v) Board of Directors of the Company accorded its in-principle approval for the merger of SITA Travel Services Limited, the inbound division of SOTC Travel Services Private Limited (formerly known as Kuoni Travel (India) Private Limited) with Travel Corporation (India) Limited subject to necessary approvals.

committees of board

The Board of Directors have formed the following committees and the detail pertaining to such committees are included in the Corporate Governance Report, which forms part of this Annual Report.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder Relationship Committee

- Corporate Social Responsibility Committee

- Sub-Committee of the Board

listing of securities

The Company has its following Securities listed on the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited:

- Equity Shares

- Non Convertible Cumulative Redeemable Preference Shares (''NCCRPS'')

- Non Convertible Debentures (''NCD'')

The Company has paid the Annual Listing Fees for all the securities to Stock Exchanges.

CORPORATE GOVERNANCE AND MANAGEMENT DiSCUSSiON AND analysis REPORT

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Stock Exchanges where it is listed. The Management Discussion and Analysis Report for the financial year 2015-16, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately which forms part of this Annual Report.

For the financial year ended 31st March, 2016, your Company has complied with the requirements of Clause 49 of the erstwhile Listing Agreement, to the extent applicable, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules and regulations with respect to Corporate Governance.

A certificate from a Practising Company Secretary was obtained by the Company regarding such compliance of conditions of Corporate Governance is annexed to the Corporate Governance Report which forms part of this Annual Report.

nomination & remuneration policy

For the purpose of selection of any Director, Key Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management. The Nomination & Remuneration Policy of the Company and Performance Criteriea is annexed herewith as Annexure 3 to this Report.

viGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees by adopting a Whistle Blower Policy which is available at the website of the Company and weblink thereto is http://www. thomascook.in/pages/indus/tcportal/Speeches_Presentations.html.

MATERIAL Changes AND CoMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company.

extract of annual return

Pursuant to the Provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, extract of the Annual Return of the Company in the prescribed Form MGT-9 is annexed as Annexure 4 to the Report.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

During the financial year following Companies have become subsidiaries of the Company:

During the financial year, Magna IKYA Infotech Inc., Avon Facility Management Services Limited and Hofincons Infotech & Industrial Services Private Limited, step down subsidiary companies of the Company were amalgamated with Quess Corp Limited (formerly known as IKYA Human Capital Solutions Limited)

During the financial year, there were no joint venture or associate companies.

Alteration of memorandum of association of company

During the financial year, after seeking approval of shareholders vide Extraordinary General Meeting of the Company held on 27th November, 2015 the Company has altered its Memorandum of Association of Company.

Awards and accolades

Thomas Cook (India) Limited has been the recipient of the following highly prestigious awards and accolades during the F.Y. 2015-16:

1) Best Tour Operator Outbound at CNBC AWAAZ Travel Awards 2015

2) Best Company providing Foreign Exchange at CNBC AWAAZ Travel Awards 2015

3) Thomas Cook India''s Travel Quest honoured with a Gold Award at PATA Gold Awards 2015

4) Favourite Tour Operator at the Conde Nast Traveller Readers'' Travel Awards 2015

5) Diamond Award for Exemplary Achievements in Visa Issuance at the French Ambassador''s Travel Awards Ceremony 2015

6) Thomas Cook Centre of Learning honoured with IATA accreditation for Top 10 performing South Asia IATA Authorized Training Centers 2016

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Thomas Cook (India) Limited has Zero tolerance towards any action on the part of any executive which may fall under the ambit of ''Sexual Harassment'' at workplace, and is fully committed to uphold and maintain the dignity of every women executive working in the Company. The Company''s Policy provides for protection against sexual harassment of woman at workplace and for prevention and redressal of such complaints.

Number of complaints pending as on the beginning of the financial year Nil

Number of complaints filed during the financial year 6

Number of complaints pending as on the end of the financial year Nil

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details on Internal Financial Control System and their adequacy are provided in the Management Discussion and Analysis Report which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 5 to the Report.

Statement containing Particulars of Employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to shareholders of the Company and other entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary at the Registered Office of the Company.

EMPLOYEES STOCK OPTION PLANS (ESOPS)

With the objective of motivating and retaining key talent in the organisation and fostering ownership, your Company has framed the Thomas Cook Employees Stock Option Plan 2007 (ESOP 2007) and Thomas Cook Employees Stock Option Plan (ESOP 2013) and pursuant to the same, has granted stock options to its employees over the years.

The Company also framed the Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010) with similar objectives. SAYE Scheme 2010 allowed employees to save a part of their net pay every month which gets deposited with a bank in a recurring deposit account carrying fixed rate of interest.

During the financial year, 1732500 options were approved for grant under the ESOP 2007. However, there were no options approved for grant under SAYE Scheme 2010 and ESOP 2013.

Pursuant of the Composite Scheme of Arrangement and Amalgamation between Sterling Holiday Resorts (India) Limited ("SHRIL"), Thomas Cook Insurance Services (India) Limited ("TCISIL") and Thomas Cook (India) Limited (the "Company" or "TCIL") approved by the Hon''ble High Courts of Madras and Bombay, 430326 employee stock options of TCIL were issued in lieu of outstanding employee stock options under SHRIL Employee Stock Option Scheme, 2012.

The Nomination & Remuneration Committee administers and monitors the Schemes. Disclosure on various Schemes, as required under SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 are available on the Company''s website at http://www.thomascook.in/pages/indus/tcportal/Financials.html.

No employee has received options equal to or exceeding 1% of the issued capital of the Company at the time of grant during the financial year.

SUBSIDIARY COMPANIES

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in format prescribed under Form AOC-1 is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.thomascook.in. Further, as per fourth proviso of the said section, audited annual financial statements of each of the subsidiary companies have also been placed on the website of the Company and the weblink thereto is http:// www.thomascook.in/pages/indus/tcportal/Annual_Reports.html. Accordingly, the said documents are not being attached to the Annual Report. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

As stipulated in Section 129 of the Companies Act, 2013 and Regulation 4 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards.

DISCLOSURE REQUIREMENTS

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of this Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors thank all the Shareholders, Customers, Vendors for their continued support throughout the year. Your Directors also thank the Reserve Bank of India and other Banks, Ministry of Tourism, Financial Institutions, Government of India, State Governments and other Government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Company''s employees at all levels but for whose hard work, solidarity and support, your Company''s consistent growth would not have been possible.

For and on behalf of the Board

Madhavan Menon Harsha Raghavan

Chairman & Managing Director Non Executive Director

(DIN: 00008542) (DIN: 01761512)

Mumbai

Dated: 28th May, 2016


Mar 31, 2015

Dear Members:

The Directors have pleasure in presenting the Thirty - Eighth Annual Report, together with audited financial statements for the fifteen months period ended 31st March, 2015 (from 1st January, 2014 to 31st March, 2015).

Financial performance

Rs. in Million except Earnings Per Share

Standalone

Particulars Fifteen months Year ended Period ended 31st December 31st March, 2013** 2015#

Total Revenue 5,135.82 3,750.71

Profit before 486.21 702.94 Tax

Provision for 157.00 260.20 Taxation

MAT Credit - - Entitlement

(Write back)/ Provision (2.90) (18.51) for Deferred Taxation

Profit after Taxation 332.11 461.25

Profit after Taxation - - and before Minority Interest

Minority Interest - -

Profit after - - Taxation and Minority Interest

Transferred to 33.21 46.12 General Reserve

Dividend Proposed/ 138.61 105.77 Paid

Earnings Per Share - 1.31 1.96 Basic (per equity share of Rs. 1/- each)

Earnings Per Share - 1.10 1.91 Diluted (per equity share of Rs. 1/- each)

Rs. in Million except Earnings Per Share

Consolidated A

Particulars Fifteen months Year ended Period ended 31st December 31st March, 2015# 2013**

Total Revenue 32,863.21 12,959.54

Profit before 1,709.88 1,022.60 Tax

Provision for 517.19 368.17 Taxation

MAT Credit 16.96 (16.38) Entitlement

(Write back)/ Provision 52.35 (16.44) for Deferred Taxation

Profit after Taxation - -

Profit after Taxation 1,123.38 687.25 and before Minority Interest

Minority Interest 221.87 65.05

Profit after 901.51 622.20 Taxation and Minority Interest

Transferred to 33.21 46.12 General Reserve

Dividend Proposed/ 138.61 105.77 Paid

Earnings Per Share - 3.56 2.64 Basic (per equity share of Rs. 1/- each)

Earnings Per Share - 2.98 2.57 Diluted (per equity share of Rs. 1/- each)

# The Company extended its financial year to bring it in line with the requirements of the provisions of sub-section (41) of Section 2 of the Companies Act, 2013. The current financial period is for the period of fifteen months from 1st January, 2014 to 31st March, 2015 and therefore not comparable with the previous year.

The subsequent financial years of the Company will commence from 1st day of April every year and end on 31st March of the following year.

A Consolidated financial statements for the period ended 31st March, 2015 include the consolidated audited financial statements of Sterling Holiday Resorts (India) Limited for the period 3rd September, 2014 to 31st March, 2015.

In the previous year, the consolidated financial statements for the year ended 31st December, 2013 included the consolidated audited financial statements of Quess Corp Limited (previously IKYA Human Capital Solutions Limited) for the period 14th May, 2013 to 31st December, 2013. Consequently, consolidated financial statements for the period ended 31st March, 2015 are not comparable with previous year.

** Previous Year figures have been reclassified wherever necessary to conform to this period's classification.

Operations & Results

The Travel and Tourism industry maintained its position as one of the top industries of the country. While the sector faces challenges every year and this year was no different from the past, it maintained a modest growth rate. Overall business sentiment and economic outlook remained optimistic on account of a stable government. The year saw decent growth of your Company's portfolio of retail products, strong leisure travel trends for both group and individual travel business and the outreach program with channel partners. Your Company expanded its reach by ensuring it has products right from Super Budget, Budget to Premium and Royale category, thus reaching to a larger market segment with wide choices. Your Company further strengthened its Inward Remittance business both from a penetration perspective as well as from a business growth perspective.

Your Company continued its focus on acquisition of new clients and strived to provide un-paralleled customer service along with a suite of products. Your Company continued to be the preferred choice for customers on -the -go and expanded its abilities to serve consumers through various new channels. To keep up with the pace and the changing needs of the customers and to ensure seamless delivery, your Company enhanced its technological backbone with the objective of customer service and delivery.

Your Company increased its marketing efforts, specifically on the digital marketing mediums, to reach out to its target customer base effectively with the strategy of being a complete travel solution provider. Given India's young demography and emergence as the youngest workforce of the world - more and more customers have started buying everything from mobile phones to services online.

Your Company recorded total revenue of Rs. 5,135.82 million and profit before tax of Rs. 486.21 million with profit after tax being Rs. 332.11 million for the period ended 31st March 2015. The basic earnings per share of the Company is Rs. 1.31 per Equity Share of Rs. 1/- each.

Thomas Cook Presence

As of 31st March, 2015, your Company, along with its subsidiaries, continues to be amongst the largest integrated travel groups in India. Your Company operates through 233 locations in 94 cities, 112 PSAs and 115 Gold Circle Partner outlets to have a wider spread and network across the country.

Your Company also has presence in 13 countries outside India through its branches/ representative offices in USA (New York), Spain (Barcelona & Madrid), UK (London), Japan (Tokyo & Osaka), Germany (Frankfurt), Nepal (Kathmandu), China (Beijing), South Korea (Seoul), Russia (Moscow ), Argentina, Dubai, Canada and France apart from its subsidiaries in Mauritius and Sri Lanka.

Share Capital Structure

The share capital structure as of 28th May, 2015 is as follows:

Authorised Capital: Rupees Rupees

Equity:

505827060 Equity 505,827,060 Shares of Rs. 1/- each

Preference:

(i) 114760000 Class 'A' 4.65% 1,147,600,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each

(ii) 355294 Class 'B' 0.001% 3,552,940 Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each

(iii) 302000 Class 'C' 0.001% 3,020,000 Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each

(iv) 125000000 Preference 1,250,000,000 Shares of Rs. 10/- each

2,910,000,000

Issued, Subscribed and Paid-up Capital:

Equity:

272823330 Equity Shares 272,823,330 of Rs. 1/- each

Preference:

4423000 Compulsorily 44,230,000 Convertible Preference Shares (CCPS) of Rs. 10/- each

317,053,330

During the period, 319765 Class 'B' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each and 271800 Class 'C' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each were converted on 25th April, 2014 into 5140000 equity shares of Rs. 1/- each. The Board of Directors of the Company has on 9th March, 2015 allotted 18270000 equity shares of Rs. 1/- each to Fairbridge Capital Mauritius Limited, Promoter on conversion of 1827000 CCPS of Rs. 10/- each out of 6250000 CCPS.

Employees Stock Option Plans (ESOPs)

With the objective of motivating and retaining key talent in the organisation and fostering ownership, your Company has framed the Thomas Cook Employees Stock Option Plan 2007 and Thomas Cook Employees Stock Option Plan (ESOP 2013) and pursuant to the same, has granted stock options to its employees over the years.

The Company also framed the Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010) with similar objectives. SAYE Scheme 2010 allowed employees to save a part of their net pay every month which gets deposited with a bank in a recurring deposit account carrying fixed rate of interest.

During the period ended 31st March, 2015, 229906 options were approved for grant under the ESOP 2013. However, there were no options approved for grant under Thomas Cook Employees Stock Option Plan 2007 and SAYE Scheme 2010.

The Nomination & Remuneration Committee administers and monitors the schemes. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the Guidelines, as amended) are mentioned in the Annexure to the Directors' Report.

During the period, certain senior managerial personnel and other employees have received options exceeding 5% of the value of the options granted, details of whom are annexed to this report. Further, no employee has received options equal to or exceeding 1% of the issued capital of the Company at the time of grant during the period.

Dividend

Your Directors recommend dividend for approval of the members as under:

1. On 319765 Class 'B' Preference Shares of Rs. 10/- each @ 0.001% (i.e. Rs. 0.0001 per share) for the period 1st January, 2014 to 25th April, 2014 (upto date of conversion);

2. On 271800 Class 'C' Preference Shares of Rs. 10/- each @ 0.001% (i.e. Rs. 0.0001 per share) for the period 1st January, 2014 to 25th April, 2014 (upto date of conversion);

3. On Compulsorily Convertible Preference Shares(CCPS):

@0.001% (i.e Rs. 0.0001 per share) on 1827000 CCPS of Rs. 10/- each for the period 13th March, 2014 to 9th March, 2015 ( from date of allotment upto date of conversion);

@0.001% (i.e Rs. 0.0001 per share) on 4423000 CCPS of Rs. 10/- each for the period 13th March, 2014 to 31st March, 2015

4. On Equity Shares @ 50% (i.e. Rs. 0.50) on each equity share of Rs. 1/- for the period ended 31st March, 2015;

The proposed dividend on the equity capital and preference capital absorbs Rs. 136.36 million for dividend and Rs. 28.53 million for Dividend Tax. The Board seeks the approval of the shareholders to the dividend recommended on the preference and equity share capital as will be outstanding on the date of book closure/ record date.

General Reserve

Your Directors have resolved to transfer Rs. 33.21 million to General Reserve out of the profits of the Company. With the transfer, the total General Reserves stand at Rs. 353.64 million as at 31st March, 2015. Further, as per requirement, your Directors have resolved to transfer Rs. 81.60 million to Debenture Redemption Reserve.

Director's Responsibility Statement

Your Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956 pursuant to Section 217 (2AA) and that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently except where otherwise stated in the notes to the accounts and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures of the Company have been followed. However, it must be recognised that there are inherent limitations in weighing the assurances provided by any system on internal controls;

4. the Directors have prepared the annual accounts on a going concern basis.

Promoters

Fairfax Financial Holdings Limited

The current promoters of your Company, Fairbridge Capital (Mauritius) Limited ("FCML") holding 45.01% and H Investments Limited ("HIL") holding 29.76% are 100% step down subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"), Canada.

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Fairfax was founded in 1985 by the present Chairman and Chief Executive Officer, Mr. Prem Watsa. The company has been under present management since 1985 and is headquartered in Toronto, Canada. Its common shares are listed on the Toronto Stock Exchange. Fairfax's corporate objective is to achieve a high rate of return on invested capital and build long-term shareholder value. Over the past 30 years, Fairfax has demonstrated a strong financial track record to achieve an annual compounded appreciation in book value per share of 21.1% and currently has over $35 billion in consolidated assets.

Thomas Cook (India) Limited is a part of the Fairfax group. As of the date hereof, the promoters hold 74.77% of the total paid up equity share capital of the Company.

Thomas Cook (India) Limited

Operations in India [including subsidiaries]

During the period 2014-15 the Foreign Exchange volumes increased by 17%. Overall business sentiment and economic outlook towards India remained optimistic. Despite various challenges faced by the industry for most part of the year, your Company had a decent growth of its business.

The year saw appreciable growth of your Company's portfolio of retail products. The strong leisure travel trends for both group and individual travel business and the outreach program with channel partners helped grow the holiday foreign exchange business by 50%. Getting a large country wise channel partner on board helped Student business grow by 75%. 'Maintenance of close relatives' category of outward remittance was another product which saw tremendous growth on account of channel activation and awareness creation through marketing, with volume growth of more than 57%. Corporates maintained caution while spending on travel and foreign exchange.

Your Company's own Multi Currency Prepaid Travel Card (Borderless Prepaid Card), launched in 2012, in association with MasterCard and Access Prepaid Worldwide, continued to grow at high double digit year on year growth rate. The Borderless Prepaid Card was loaded with US$ 344 million for the period 1st January, 2014 till 31st March, 2015 with an average monthly load of US$ 23 million. Over 125,000 cards have been sold since the launch of the product in 2012 with a total load volume of US$ 522 million.

This year, your Company became one of the only companies in India and the first Non-Banking entity to have an Online Forex Store to offer a simple and easy buying experience to customers for their Foreign Exchange requirements. The online business volumes have increased by 296% over last year.

Your Company embarked on an ambitious plan for innovation and Transformation across businesses, within businesses and across all Channels with the launch of Holiday Saving Plan, Travel Quest and the Gift Card.

Your Company continued its focus on Travel Insurance. With the strategy of being a complete travel solution provider, the insurance arm of your Company tries to understand the specific needs of the customers and offers the best product which suit their requirements, which also helps in garnering higher share of customer wallet and building customer loyalty.

To reposition your Company as not just a leader in the offline "brick" space - but a growing force in the online "click" space, your Company began by designing and offering online products that were simple, all inclusive, easy to buy and affordable.

Your Company revamped its website completely to make it more user friendly and to offer it as India's only portal offering end to end travel services across flights, hotels, visas, foreign exchange and insurance and then started using thomascook.in in all its communication - both online and offline to let customers know they could choose to deal in whatever form they want.

Leisure Travel had witnessed a dip in passenger numbers in April - May 2014 (its otherwise peak season) on account of the parliamentary elections in India. However in the following quarters your Company witnessed increase in passengers through extended season. Your Company further leveraged upon the extended season to grow sales through tactical road shows & corporate carnivals.

Inbound Tourism grew by 10.6% in 2014 as against growth of 6% in 2013 & 4% in 2012. Foreign exchange earnings in rupee terms registered a growth of 12% in 2014 over 2013 as against growth of 14% in 2013 over 2012 and 22% in 2012 over 2011.

Year 2014 witnessed a revival in air traffic demand. Domestic air travel grew by 9.7% compared to 2013, driven by a series of discounted promotions mounted by domestic carriers. After the slowdown in 2013, Indian corporates gradually started increasing their business travel.

Various automation initiates were undertaken alongwith our GDS Partner, Amadeus, to help improve upon service quality and staff productivity.

MICE offers a potential for high revenue earning with limited resource. This year the MICE business saw an upswing trend and did take advantage of the currency stabilizing. Further, new visa issuance policies offered great opportunities to open up markets in some locations but stringent policies in other destinations were a source of challenge. Although having faced intense competition amongst large and small players in the sector, MICE registered a top line growth by 15% by cementing strong relationships with several respected corporate houses, tapping new markets and serving new clients and focus on domestic business.

E-Business continues to be a strong focus area as a part of comprehensive multi channel strategy. The call centre has seen a phenomenal growth in enquiries & bookings over last year.

Domestic traveller is increasingly looking at experiential travel in India and your Company's Domestic product teams have created unique itineraries including experiences like undersea walk in the Andamans, malabar cuisine classes in Wayanad, elephant safari at Amber Fort in Jaipur, tiger safaris in Corbett, Kalairipaytu at Munnar and Ayurvedic spa therapy in the Nilgiris on the basis of the demand received for such experiences for 2014.

TC Visa Services (India) Limited has exhibited both qualitative and quantitative growth running in the third year of its operations, post its incorporation as an entity under TCI umbrella.

Operations in Mauritius

The recession in Eurozone continues to have an impact on the tourist inflow into the country and further stretched the reduced spending pattern of foreign travelers, impacting the retail part of the business. The country has also been marked by an uncertain economic and political climate during most part of 2014 because of the imminence of the general elections, which finally took place in December 2014. This resulted into a very prudent and reserved behavior of the local business community for most of the year, thus affecting foreign exchange transaction volumes. The weak market conditions exacerbated the competitive environment, thus putting additional pressure on the margins.

Mauritius operations consist of 15 branches across the island. The company has adopted a systematic approach to training on the area of concern to improve the productivity of staff. The company has embarked on a branch restructuring program for loss making branches for 2014-15.

Operations in Sri Lanka

Thomas Cook Lanka (Private) Limited has outlets both at the Arrival and Departure terminals at the Bandaranaike International Airport. With political stability continuing in Sri Lanka, Thomas Cook Lanka (Private) Limited intends to further expand its operations in Negombo, Colombo & Kandy.

Thomas Cook Lanka (Private) Limited serves as an investment vehicle for any proposed future investments into Sri Lanka subject to requisite regulatory approvals.

Awards and Accolades

Thomas Cook (India) Limited has been the recipient of the following highly prestigious awards and accolades during the period 1st January, 2014 to 31st March, 2015:

* Voted as Favourite Outbound Tour Operator at the Outlook Traveller Awards 2015

* IATA accreditation as "Top 10 South Asia IATA Authorized Training Centers 2015

* Best Tour Operator - Outbound at the CNBC AWAAZ Travel Awards 2014 & 2013 and Best Company providing Foreign Exchange at the CNBC AWAAZ Travel Awards 2014

* 'India's Leading Tour Operator' for the year 2014, at the 21st Annual World Travel Awards Asia & Australasia 2014

* Favourite Tour Operator at the Conde Nast Traveller Readers' Travel Awards 2014

* Consumer Superbrand 2013-14

Directors

In accordance with Article 116 of the Articles of Association of the Company, Mr. Harsha Raghavan (DIN:01761512) retires by rotation and being eligible, offers himself for re-appointment to the Board.

Mr. Pravir Kumar Vohra (DIN: 00082545) was appointed as a Non-Executive Director (Independent) by the Board of Directors of the Company at its meeting held on 10th April, 2015. As Additional Director, he holds office upto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing Mr. Vohra's candidature for the office of Director. Accordingly, Mr. Vohra is being proposed to be appointed as a Non-Executive Director (Independent).

In pursuance of the requirements of the Companies Act, 2013, all the existing Independent Directors of the Company, Mr. Mahendra Kumar Sharma (DIN: 00327684), Mr. Uday Chander Khanna (DIN: 00079129) and Mrs. Kishori Udeshi (DIN: 01344073) were appointed as Independent Directors of the Company, not liable to retire by rotation, to hold office for a period of five consecutive years from 16th September, 2014 or till such earlier date to conform with the policy on retirement and as may be determined by the Board of Directors of the Company and/ or by any applicable statutes, rules, regulations or guidelines.

The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the listing agreement with Stock Exchanges.

Mr. Madhavan Menon, Managing Director (DIN: 00008542) of the Company, whose tenure as Managing Director expired on 28th February, 2015, was re-appointed by the Board of Directors of the Company for a further period of 5 years w.e.f. 1st March, 2015 to 28th February, 2020, subject to approval of shareholders at the ensuing Annual General Meeting of the Company and the approval of applicable statutory authorities. The Board recommends his re-appointment as Managing Director of the Company for a further period of 5 years w.e.f. 1st March, 2015.

Mr. Ramesh Savoor (DIN:00149089) and Mr. Krishnan Ramachandran (DIN:00193357) resigned from the Board with effect from 1st August, 2014 and 5th August, 2014 respectively. The Board expresses its appreciation to them for their invaluable guidance during their tenure as Directors of the Company.

The above appointments and re-appointments form part of the Notice of the Thirty-eighth Annual General Meeting and the relevant Resolutions are recommended for your approval therein.

Profiles of the Directors, as required by the Listing Agreement, are given in the Corporate Governance Report which forms part of this Annual Report and / or in the Notice.

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same are provided in the Corporate Governance Report.

Auditors

M/s. Lovelock & Lewes, Chartered Accountants, Firm Registration No.301056E, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the provisions of Section 139 & 141 of the Companies Act, 2013 and The Companies (Audit & Auditors) Rules, 2014. Your Directors recommend their re-appointment from the conclusion of the ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting.

Auditors' Report

The Auditors have observed that: During the period, the Company paid managerial remuneration to its Managing Director which was in excess of the limits specified in the Companies Act 2013 as disclosed in Note 43 of the Standalone Financial Statements.

The members may note that your Company is in the process of obtaining Central Government approval for the same.

Subsidiary Companies

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report (AOC 1).

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.thomascook.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.thomascook. in. Accordingly, the said documents are not being attached to the Annual Report. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

As stipulated in Section 129 of the Companies Act, 2013 and Clause 32 of the Listing Agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting standards. There were no joint venture or associate companies during the period under review.

Members may note that Avon Facility Management Services Limited, Magna Infotech Limited and Hofincons Infotech & Industrial Services Private Limited, wholly owned subsidiaries of Quess Corp Limited (Quess) (previously IKYA Human Capital Solutions Limited) have amalgamated with Quess Corp Limited during the year.

Acquisitions

The Board of Directors of the Company, Thomas Cook Insurance Services (India) Limited ("TCISIL") & Sterling Holiday Resorts (India) Limited ("Sterling") have at their meetings held on 7th February, 2014 approved a composite scheme of arrangement and amalgamation ("Scheme") pursuant to which there will be: (i) a demerger of the resort and timeshare business from Sterling to TCISIL, and (ii) amalgamation of residual Sterling into the Company. Pursuant to the scheme, (i) 116 equity shares of the Company will be issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the demerger of the resort and timeshare business of Sterling from Sterling to TCISIL; and (ii) 4 equity shares of the Company will be issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the amalgamation of residual Sterling into the Company.

Sterling filed its scheme with Hon'ble High Court of Madras in June, 2014 and TCIL & TCISIL had filed the scheme with the High Court of Bombay in August 2014. The Shareholders and creditors of respective companies approved the scheme in the prescribed manner. On 13th April, 2015, Hon'ble High Court of Madras sanctioned the Scheme of Sterling. As on date, the Scheme filed by TCIL & TCISIL is yet to be sanctioned by Hon'ble High Court of Bombay.

Other Downstream Acquisitions

2014-2015 was an eventful period on the acquisition front with Quess closing 4 acquisitions (Hofincons, Brainhunter, MFX and Aramark India) in a space of 9 months.

a) Hofincons:

a. Hofincons is a market leader in Industrial Asset Management in India with pre-acquisition revenue of INR 147 cr and EBITDA of INR 15 cr.

b. Quess acquired Hofincons from Transfield Services in July 2014 marking Quess' entry into Industrial Asset Management. The acquisition also complements Quess' Facility Management business by adding Hard Services to the service bouquet.

b) Brainhunter:

a. Brainhunter is a Toronto headquartered IT staffing firm with pre-acquisition revenues of INR 415 cr.

b. Quess acquired Brainhunter from ICICI Bank in October 2014. The acquisition marks Quess' entry into the North American IT Staffing market.

c) MFX:

a. Based out of Morristown, NJ (US), MFX is a leading provider of hosted information technology applications and outsourcing solutions for the U.S. commercial property and casualty insurance industry.

b. Quess acquired significant stake (49%) in MFX from Fairfax in November 2014 for a nominal consideration. The acquisition of remaining stake will be completed by end of 2015.

d) Aramark India:

a. Headquartered in Mumbai, Aramark India (renamed as Aravon) is a facility management company with operations in more than 80 sites pan-India. The company has a workforce of over 2,500 employees spread across 9 states.

b. Quess acquired Aravon from Aramark, USA, in April 2015. The acquisition is expected to give us a strong presence in Western India, in addition to providing a niche presence in Hospitality and Healthcare FM.

The above acquisitions are examples of Quess' philosophy of "deep value investing". All of these acquisitions are in areas that are contiguous to the business services space that Quess operates in and are expected to emerge as key drivers of growth and profitability going forward.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Your Company being in the Travel and Tourism industry, its activities do not involve any expenditure on Technology and Research and Development and, therefore, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not required to be submitted.

During the year, the foreign exchange earnings (on a standalone basis) amounted to Rs. 724.40 million, whereas, the Company has incurred Rs. 169.94 million as expenditure in foreign currencies towards interest, bank charges, license fees, professional fees, travelling, subscriptions, etc., as disclosed in Note 33 in the Notes to the accounts.

On a Consolidated basis, the foreign exchange earnings amounted to Rs. 3,329.4 million, whereas, the Company has incurred Rs. 268.3 million as expenditure in foreign currencies towards interest, bank charges, license fees, professional fees, travelling, subscriptions, etc.

Fixed Deposits

Your Company has not accepted deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 / Section 73, 74 and 76 of the Companies Act, 2013 and Rules framed thereunder and as such no amount was outstanding on the date of the Balance Sheet.

Listing of Shares

Your Company is listed on two Stock Exchanges in India viz. BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The Company has paid the Listing Fees to both the Stock Exchanges for the Financial Years 2014-15 and 2015-2016.

Employees

Relations with the employees continued to be cordial throughout the year. Your Directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review.

Special mention needs to be made of the co-operation received from the Employees' Unions of Thomas Cook (India) Limited and Travel Corporation (India) Limited.

Information pursuant to Section 217(2A) of the Companies Act, 1956

The particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report and have been annexed herewith.

Corporate Governance and the Management Discussion and Analysis Report

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Stock Exchanges where it is listed. The Management Discussion and Analysis Report forms part of this Annual Report.

For the period ended 31st March, 2015, your Company has complied with the requirements of Clause 49 of the Listing Agreement and other applicable rules and regulations with respect to Corporate Governance except clause 49(V)(D) in respect of formulating policy for determining 'material' subsidiaries, clause 49(VII)(C) and clause 49(VIII)(A) in respect of formulating policy on materiality of Related Party Transactions and policy on dealing with Related Party Transactions and disclosing the same on the website of the Company for the quarter ended 31st December, 2014. However, for the quarter ended 31st December, 2014, the Company submitted the Corporate Governance Report to the Exchanges on 14th January, 2015 with notes (remarks) indicating the reasons for non-compliance being that the policies were already framed but were only needed to be approved by the Board of Directors. Your Company complied with the requirements immediately in January, 2015.

A certificate from a Practising Company Secretary obtained by the Company regarding such compliance of conditions of Corporate Governance is annexed to this report.

Secretarial Audit

For the period ended 31st March, 2015, pursuant to the requirements of section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company obtained a Secretarial Audit Report (SAR) from Mr. Keyul M. Dedhia, Membership No: F7756 of Keyul M. Dedhia & Associates, Company Secretaries in Practice. As per statutory requirements, SAR forms part of this Annual Report.

The Secretarial Auditors have observed that, there was a delay by the Company in giving prior intimation of Board Meeting to the Stock Exchanges. Members may note that the reason for said delay was due to ascertainment of availability of the Directors for the meeting and the same was also clarified to the stock exchanges in the prescribed manner.

The Secretarial Auditors have observed that, certain designated employees of the Company had dealt in equity shares of the Company without obtaining prior approval/ without giving post transaction disclosures to the Compliance Officer and/or during non transaction period as per Company's prevention of insider trading code. The Company took necessary action in this respect including reporting to SEBI in the prescribed manner, where necessary.

The Secretarial Auditors have observed that, in one particular Corporate Governance Report filed by the Company with the Stock Exchanges, the Company informed about non-compliance of certain clauses of clause 49 of the Listing Agreement. Members may note that, However, the Board of Directors had approved and adopted the said policies in compliance with the requirements of Clause 49 aforementioned and a clarification in this respect was also given to Stock Exchanges. Members may note that, the policies were already framed but only needed to be approved by the Board of Directors which was subsequently complied with in January, 2015.

The Secretarial Auditors have observed that, the Competition Commission of India (CCI) had imposed a consolidated penalty ofRs.10 million on all the parties to the proposed Composite Scheme of Arrangement and Amalgamation between Sterling Holidays Resorts (India) Limited, Thomas Cook Insurance Services (India) Limited and the Company. The Company had filed an appeal to Competition Appellate Tribunal (COMPAT) against the said order and is awaiting final hearing on the same.

The Secretarial Auditors have observed that, the Company had made excess payment of remuneration to Mr. Madhavan Menon, Managing Director, for the fifteen month period i.e. January 1, 2014 to March 31, 2015 under the provisions of the Companies Act, 1956/ the Companies Act, 2013. As informed by the management of the Company, the Company is in process of obtaining approval of members and Central Government for the waiver of the excess remuneration paid during the aforesaid period under the applicable provisions of the Companies Act, 1956/ the Companies Act, 2013.

Corporate Social Responsibility

Your Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and applicable Rules. The CSR Committee was constituted by the Board of Directors of the Company in March 2014. The CSR Policy of Company was also uploaded on the website of the Company. More detailed information about CSR forms part of Corporate Governance Report.

However, members may note that as the financial year of your Company commenced on 1st January, 2014, the provisions under Companies Act, 2013 and the Rules made thereunder for CSR are not applicable to your Company for the period under review.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Thomas Cook (India) Limited has Zero tolerance towards any action on the part of any executive which may fall under the ambit of 'Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women executive working in the Company. The Policy provides for protection against sexual harassment of woman at workplace and for prevention and redressal of such complaints.

Number of complaints pending as on the beginning of the period Nil

Number complaints filed during the financial period Nil

Number of complaints pending as on the end of the period Nil

Particulars of Contracts or Arrangements with Related Parties

All the transactions with related parties are in the ordinary course of business and on arm's length basis; and there are no material contracts or arrangements or transactions at arm's length basis or otherwise and thus disclosure in form AOC-2 is not required.

Documents forming part of Annual Report

Your Company's financial year under reference has commenced from 1st January, 2014. The financial statements, Auditors' Report and Directors' Report for the period is prepared as per relevant provisions, schedules and rules of the Companies Act, 1956 as per clarification provided by the Ministry of Corporate Affairs vide their circular No. 8/2014 dated 4th April, 2014.

Acknowledgments

Your Directors thank all the Shareholders, Customers, Vendors for their continued support throughout the year. Your Directors also thank the Reserve Bank of India and other Banks, Ministry of Tourism, Financial Institutions, Government of India, State Governments, and other Government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Company's employees at all levels but for whose hard work, solidarity and support, your Company's consistent growth would not have been possible.

FOR AND ON BEHALF OF THE BOARD

M. K. SHARMA MADHAVAN MENON Chairman Managing Director

Mumbai Dated: 28th May, 2015


Dec 31, 2013

The Directors have pleasure in presenting the Thirty-Seventh Annual Report, together with the Balance Sheet and Statement of Profit and Loss for the financial year ended 31st December, 2013.

Rs. in Million except Earnings Per Share

Year ended Year ended 31st December 2013 31st December 2012

Total Revenue 3836 3864

Profit before Tax 703 738

Provision for Taxation 260 252

(Write back)/ Provision for Deferred Taxation (18) (6)

Profit after Taxation 461 492

Transferred to General Reserve 46 49

Proposed Dividend 93 80

Earnings Per Share - Basic (per equity share of Rs.1/- each) 1.96 2.31

Earnings Per Share - Diluted (per equity share of Rs.1/- each) 1.91 2.26

Operations & Results

The Travel and Tourism Industry has maintained a steady pace of recovery from the after effects of economic recession. Customers remained cautious while spending on their travel and foreign exchange requirements. Your Company continued its focus on launching new and innovative products, while maintaining its concentration on acquisition of new clients and providing un-paralleled customer service, which led to maintaing moderate business volumes.

To keep up with the changing needs of the customers and to ensure seamless delivery, your Company kept on investing in new technology. The efforts to fortify the structure will continue in the coming year as will cost management through efficiency and productivity improvement leading to bottom-line growth.

Inbound tourism market has expanded due to efforts of government to promote tourist attractions in India. Your Company expanded its Foreign Exchange and Travel distribution network by opening several new stores and appointing new franchisees across the country and launched an array of new products to meet a wide range of customer needs. These new products are targeted at new customer segments as part of strategy.

Your Company recorded total revenue of Rs. 3836 million and profit before tax of Rs. 703 million with profit after tax being Rs. 461 million for the year ended 31st December 2013. The basic earning per share of the Company is Rs. 1.96.

Thomas Cook Presence

As of December 2013 end, your Company, along with its subsidiaries, continues to be among the largest integrated travel groups in India. Your Company operates through 242 branches located in 99 cities, 165 PSAs and 134 Gold Circle Partner outlets to have a wider spread and network across the country.

Your Company also has presence in 13 countries outside India through its branches/ representative offices in USA (New York), Spain (Barcelona & Madrid), UK (London), Japan (Tokyo), Germany (Frankfurt), Nepal (Kathmandu), Australia (Sydney), China (Beijing), South Korea (Seoul), Portugal (Porto), Russia (Moscow), apart from its subsidiaries in Mauritius and Sri Lanka.

Share Capital Structure

The share capital structure as of 19th February, 2014 is as follows:

Authorised Capital: Rupees Rupees

Equity:

345827060 Equity Shares of Rs. 1/- each 345,827,060

Preference:

(i) 114760000 Class''A''4.65% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each 1,147,600,000

(ii) 355294 Class ''B'' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 3,552,940

(iii) 302000 Class ''C 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 3,020,000

(iv) 125000000 Preference Shares of Rs. 10/- each 1,250,000,000 2,750,000,000

Issued, Subscribed and Paid-up Capital:

Equity:

247680897 Equity Shares of Rs. 1/- each 247,680,897

Preference:

(i) 319765 Class ''B'' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 3,197,650

(ii) 271800 Class ''C 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 2,718,000

253,596,547

Note: Pursuant to the execution of the consent terms dated February 5, 2014 with LKP Finance Limited which the Board of Directors approved and ratified at its meeting held on 7th February, 2014, the Company shall convert 319,765 Class ''B'' 0.001% Cumulative Convertible/ Redeemable Preference Shares of Rs. 10/- each and 271,800 Class ''C'' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each held by LKP Finance Limited in the Company, into 5,140,000 Equity Shares of Rs. 1/- each of the Company, subject to necessary approvals.

Employees Stock Option Plans (ESOPs)

With the objective of motivating and retaining key talent in the organisation and fostering ownership, your Company has framed the Thomas Cook Employees Stock Option Plan 2007 and Thomas Cook Employees Stock Option Plan (ESOP 2013) pursuant to the same, has granted stock options to its employees over the years.

The Company has also introduced the Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010) with similar objectives. SAYE Scheme 2010 allows employees to save a part of their net pay every month which gets deposited with a bank in a recurring deposit account carrying fixed rate of interest. At the end of 3 years, employees have the option to either purchase specific number of equity shares of the Company at the predetermined Exercise Price or withdraw the Monthly Savings Contributions along with Interest accrued.

During the year 2013,1054000 options were approved for grant under the Thomas Cook Employees Stock Option Plan 2007 and 4202438 options were approved for grant under the Thomas Cook Employees Stock Option Plan (ESOP 2013). However, there were no options were approved for grant under SAYE Scheme 2010.

The Recruitment & Remuneration Committee administers and monitors the schemes. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the Guidelines) are mentioned in the Annexure to the Directors'' Report.

During the year, certain senior managerial personnel and other employees have received options exceeding 5% of the value of the options granted details of whom are annexed to this report. Further, no employee has received options equal to or exceeding 1% of the issued capital of the Company at the time of grant during the year.

Dividend

Your Directors recommend dividend on the Class ''B'' & Class ''C Preference shares as per their terms, i.e. 0.001% (Rs. 0.0001 per share of Rs. 10/- each) on the preference shares respectively. The Directors are also pleased to recommend a dividend of 37.5% (Rs. 0.375 per share of Rs. 1/- each) on the equity share capital.

The proposed dividend on the equity capital and preference capital absorbs Rs. 93 million for dividend and Rs. 16 million for Dividend Tax. The Board seeks the approval of the shareholders to the dividend recommended on the preference and equity share capital as is outstanding on the date of book closure/ record date.

General Reserve

Your Directors have resolved to transfer Rs. 46 million to General Reserve out of the profits of the Company. With the transfer, the total reserves stand at Rs. 5854 million as at 31st December 2013.

Director''s Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956 pursuant to Section 217 (2AA) and that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently except where otherwise stated in the notes to the accounts and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures of the Company have been followed. However, it must be recognised that there are inherent limitations in weighing the assurances provided by any system on internal controls;

4. the Directors have prepared the annual accounts on a going concern basis.

Promoters

Fairfax Financial Holdings Limited

The current promoter of your Company, Fairbridge Capital (Mauritius) Limited is a 100 % step down subsidiary of Fairfax Financial Holdings Limited, ("Fairfax"), a Toronto based financial services holding company with a global presence in insurance and reinsurance and a portfolio of assets in excess of $30 billion invested worldwide. The Company founded in 1985 by the present Chairman and Chief Executive Officer, Mr. Prem Watsa, has over the past 29 years, demonstrated a strong financial track record to achieve an annual appreciation in Book Value per share of 21.3%. Fairfax is listed on Toronto Stock Exchange.

Fairfax has 20 general insurance subsidiaries and joint ventures globally, including ICICI Lombard (India). The portfolio also includes several market leading insurance companies such as Odyssey Re (USA), Crum & Forster (USA), First Capital (Singapore), Fairfax Brasil (Brazil), Gulf Insurance (Kuwait).

Fairfax is engaged in long term investments from its own resources, with a focus to deliver long term capital appreciation through a flexible and value oriented approach.

Thomas Cook (India) Limited is a part of Fairfax group. As on date, the promoter holds 74.96% of the total paid up equity share capital of the Company.

Thomas Cook (India) Limited

Operations in India [including subsidiaries]

The year 2013 saw the overall Foreign Exchange volumes increase by 5.7% despite the uncertainty that surrounded the Rupee for most part of the year.

The year saw appreciable growth of our portfolio of retail products. The strong leisure travel trends for both group and individual travel business and the outreach program with channel partners helped grow the Holiday foreign exchange business by 18%. Despite the weakness in the Rupee which makes studying abroad a more expensive proposition, the student business grew by 3% over last year on account of various targeted digital marketing initiatives taken during the year.

Corporate remained cautious while spending on travel and foreign exchange. Your Company continued focus on acquisition of new clients and strove to provide un-paralleled customer service along with a suite of products, which led to a moderate increase of 8% in volumes.

Your Company further strengthened its Inward Remittance business both from a penetration perspective as well as from a business growth perspective. According to the latest issue of the World Bank''s ''Migration and Development Brief, released on 2nd October, 2013, India is expected to have received USD 71 billion in the year 2013 and to have remained the top recipient of Inward remittances for the sixth consecutive year. Your Company has grown its inward remittance business at a faster rate than this growth in the overall inward remittance market in India and ended the year with over 18,000 agent locations across the country. The volumes in this business have grown at a CAGR of 31% over the last 3 years.

In the light of handsome growth in the insurance sector, the Company continues its focus on Travel insurance. With the strategy of being a complete travel solution provider, the insurance arm of Thomas Cook tries to understand the specific needs of the customers and offers the best product which suits the requirement. It helps in garnering higher share of wallet and building customer loyalty.

The depreciation of rupee by 12% did make India a more attractive destination, but inbound tourism has not grown to the expectations due to sluggish economic climate in source markets in 2013.

Cost Management programme continued, so as to optimize manpower resources. We commenced settling of airline payments for some airlines via corporate credit card, which afforded us higher credit period. We also had a deeper penetration in our offshore ticketing business where we greatly increased the volumes of ticketing from outside India to the country, thereby boosting up our revenue.

With technology being the main driver, the Company will also be in a position to do an intelligent cross sell to the existing as well as newly acquired customer base and drive efficiencies.

MICE offer a potential for high revenue earnings but corporate clients have reduced MICE related activities due to rising airline fares, hotel fares etc., which has caused a significant overall increase in cost of these activities. Competition in this sector and budget constraints have limited the destination options. Despite these challenges, your Company has witnessed an overall growth in MICE revenue by tapping new markets and serving new clients.

Through the step down subsidiary viz: TC Visa Services (India) Limited, the Company handled 1.6 mn transactions in 2013 with a growth of 40% in direct business through direct corporate and walk-in applicants and is growing leaps and bounds capturing and setting a strong foot in the Visa business. Apart from catering to the Travel Businesses of your Company and adding direct external customers for their visa and passport needs, it also serves ancillary transactions [Attestations, Legalization, Apostille, Translation, Notarization of documents, Foreigners Regional Registration Office (FRRO) registration/ visa extension/ exit permit, procures People of Indian Origin (PIO)/ Overseas Citizen of India (OCI) cards]. Additionally, your Company has tied up with attorneys to service the long-term immigration visas/ work permits required by corporate for their projects abroad to move their resources to these countries.

eBusiness continues to be a focus area for your Company as part of comprehensive multichannel strategy. The call-center was also strengthened in 2013 and saw a phenomenal growth in bookings. Our company also strengthened its position in the agents and SME segment that uses the online booking portal to serve the customer better. Our company now has active engagement with current and potential customers through social media and other digital platforms.

Operations in Mauritius

The recession in European countries which directly impacted the tourist inflow into the country also reduced spending of foreign travelers impacting the retail part of the business. The fall of EURO against USD to 1.35 in the mid of the year affected the overall Foreign Exchange business. Apart from the above, intervention on spread margins by Bank of Mauritius (BOM) impacted the business since Jan 2013.

Thomas Cook Mauritius has consolidated all its operations by rationalization of branches, controls have been beefed up, processes have been strengthened to cater to the future expansion plans of the organization. Mauritius operations consist of 15 branches across the island. We have adopted a systematic approach to training on the area of concern to improve the productivity of staff. The Company has embarked on a major process restructuring and cost control measures.

Operations in Sri Lanka

Thomas Cook Lanka (Private) Limited has outlets both at the Arrival and Departure terminals at the Bandaranaike International Airport. With political stability continuing in Sri Lanka, Thomas Cook Lanka (Private) Limited intends to further expand its operations.

Thomas Cook Lanka (Private) Limited serves as an investment vehicle for any proposed future investments into Sri Lanka subject to requisite regulatory approvals.

Awards and Accolades

Thomas Cook (India) Limited has been the recipient of the following highly prestigious awards and accolades in 2013:

Best Tour Operator at the Lonely Planet Travel Awards 2013

Favorite Specialist Tour Operator at the Conde Nast Traveler Readers'' Travel Awards 2013

Best Tour Operator-Outbound at the CNBCAWAAZ Travel Awards 2013

National Tourism Awards 2011-2012; 3 prestigious awards:

1. Best Inbound Tour Operator in (Category I): Third Prize

2. Best Tour Operator promoting Niche Segments other than Adventure & MICE

3. Award of Excellence: Best Tourism Promotion Publicity Material (Private Stakeholder) -Joint winner

Retailer of the Year - Leisure & Holidays by ET NOW 2012

Centre of Learning has received IATA accreditation as "Top 10 South Asia IATA Authorized Training Centers", 2013

Directors

In accordance with Article 131 of the Articles of Association of the Company, Mr. Harsha Raghavan, Mr. Chandran Ratnaswami and Mr. Uday Chander Khanna, retire by rotation and being eligible, offer themselves for re-appointment to the Board.

The above appointments/ re-appointments form part of the Notice of the Thirty- seventh Annual General Meeting and the relevant Resolutions are recommended for your approval.

Profiles of these Directors, as required by the Listing Agreement provisions, are given in the Corporate Governance Report forming part of this Annual Report/ Notice.

Auditors

M/s. Lovelock & Lewes, Chartered Accountants, Firm Registration NO.301056E, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Subsidiary Companies

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8th, 2011, has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s Subsidiaries is contained elsewhere in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at the registered office of the Company and that of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

Further, your Company acquired 74.85% of shareholding in IKYA Human Capital Solutions Private Limited (now IKYA Human Capital Solutions Limited) on a fully diluted basis. The said acquisition was completed on 14th May, 2013.

Acquisition

The Board of Directors of the Company, Thomas Cook Insurance Services (India) Limited ("TCISIL") & Sterling Holiday Resorts (India) Limited ("Sterling") have at their meetings held on 7th February, 2014 approved a composite scheme of arrangement and amalgamation pursuant to which there will be: (i) a demerger of the resort and timeshare business from Sterling to TCISIL, and (ii) amalgamation of residual Sterling into the Company. Pursuant to the scheme, (i) 116 equity shares of the Company will be issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the demerger of the resort and timeshare business of Sterling from Sterling to TCISIL; and (ii) 4 equity shares of the Company will be issued to the shareholders of Sterling for every 100 equity shares held in Sterling in consideration of the amalgamation of residual Sterling into the Company.

Further, the Company has agreed to subscribe up to 3,60,00,000 equity shares of Thomas Cook Insurance Services (India) Limited, a wholly owned subsidiary of the Company, having face value of Rs. 10 each for an aggregate consideration upto Rs. 7,20,00,00,000 at a premium of INR 190 per share. TCISIL will be using such funds for acquisition of shares of Sterling, including as follows: (i) subscription up to 20,650,000 equity shares of Sterling, (ii) purchase of up to 18,007,677 equity shares of Sterling from certain existing shareholders, and (iii) an open offer for 26% of the diluted share capital of Sterling, in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

In order to partly fund the investment proposed to be made by TCISIL in Sterling, the parent of the Company, being Fairbridge Capital (Mauritius) Limited has agreed to subscribe to compulsorily convertible preference shares to comply with the provisions of the FDI Policy, subject to receipt of applicable approvals and consents. Accordingly, the Company has proposed to create, offer, issue and allot in one or more tranches, on private placement and/or preferential basis, up to 62,50,000 compulsorily convertible preference shares of Rs. 10 each (CCPS) at a price of Rs. 800 each which includes a premium of Rs. 790 per CCPS of the Company, each such CCPS being convertible into 10 equity shares of the Company having face value of Rs. 1 each.

All of the aforesaid transactions are subject to conditions precedent and regulatory approvals, as deemed necessary.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Your Company being in the Travel and Tourism industry, its activities do not involve any expenditure on Technology and Research and Development and, therefore, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not required to be submitted.

During the year, the foreign exchange earnings (on a standalone basis) amounted to Rs. 410 million, whereas, the Company has incurred Rs. 83 million as expenditure in foreign currencies towards interest, bank charges, licence fees, professional fees, travelling, subscriptions, etc., as disclosed in Note 32 in the Notes to the accounts.

On a Consolidated basis, the foreign exchange earnings amounted to Rs. 1,807 million, whereas, the Company has incurred Rs. 231 million as expenditure in foreign currencies towards interest, bank charges, licence fees, professional fees, travelling, subscriptions, etc.

Fixed Deposits

Your Company has not accepted deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and Rules framed there under and as such no amount was outstanding on the date of the Balance Sheet.

Listing of Shares

Your Company is listed on two Stock Exchanges in India viz. BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The Company has paid the Listing Fees to both the Stock Exchanges for the Financial Year 2013-2014.

Employees

Relations with the employees continued to be cordial throughout the year. Your Directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review.

Special mention needs to be made of the co-operation received from the Employees'' Unions of Thomas Cook (India) Limited and Travel Corporation (India) Limited.

Information pursuant to Section 217(2A) of the Companies Act, 1956

The particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report and have been annexed herewith.

Corporate Governance

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Stock Exchanges where it is listed. The Management Discussion and Analysis Report forms part of this Annual Report.

For the year ended 31st December, 2013, your Company has complied with the requirements of Clause 49 of the Listing Agreement and other applicable rules and regulations with respect to Corporate Governance. A certificate from a Practicing Company Secretary obtained by the Company regarding such compliance of conditions of Corporate Governance is attached to this report.

Acknowledgments

Your Directors thank all the Shareholders, Customers, Vendors for their continued support throughout the year. We also thank Reserve Bank of India and other Banks, Ministry of Tourism, Financial Institutions, Government of India, State Governments, and other Government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Company''s employees at all levels but for whose hard work, solidarity and support your Company''s consistent growth would not have been even possible.

FOR AND ON BEHALF OF THE BOARD

M. K. SHARMA MADHAVAN MENON

Chairman Managing Director

Mumbai

19th February, 2014


Dec 31, 2012

To the Members:

The Directors have pleasure in presenting the Thirty-sixth Annual Report, together with the Balance Sheet and Statement of Profit and Loss for the year ended 31st December, 2012.

Rs. in Million except Earnings Per Share

Year ended Year ended 31st December 2012 31st December 2011

Total Revenue 3864 3568

Profit before Tax 738 829

Provision for Taxation 252 263

(Write back)/ Provision for Deferred Taxation (6) 6

Profit after Taxation 492 559

Transferred to General Reserve 49 56

Proposed Dividend 80 80

Earnings Per Share - Basic (per equity share of Rs. 1/- each) 2.31 2.64

Earnings Per Share - Diluted (per equity share of Rs. 1/- each) 2.26 2.57

Operations & Results

The Travel and Tourism Industry has recovered following the last economic recession, which saw falling demand for tourism activity as consumers postponed trips to concentrate their budgets on more essential areas. Inbound tourism market has expanded due to efforts of government to promote tourist attractions in India. Your Company expanded its Foreign Exchange and Travel distribution network by opening several new stores and appointing new franchisees across the country and launched an array of new products to meet a wide range of customer needs. These new products are targeted at new customer segments.

Your Company continued focus on acquiring new clients and strived to provide un-paralleled customer service along with a suite of products. The efforts to fortify the structure will continue in the coming year as will cost management through efficiency and productivity improvement leading to bottom-line growth.

Your Company recorded total revenue of Rs. 3864 million and profit before tax of Rs. 738 million with profit after tax being Rs. 492 million for the year ended 31st December 2012. The basic earning per share of the Company is Rs. 2.31.

Thomas Cook Presence

As of December 2012 end, your Company, along with its subsidiaries, continues to be among the largest integrated travel group in India. It operates through over 253 locations by way of its own branches, and additional presence by way of Preferred Sales Agents (PSA''s) and Franchisee Offices. Your Company has 158 branches located in 78 cities, 169 PSAs and 124 Gold Circle Partner outlets to have a wider spread and network across the country.

Your Company also has presence in 5 countries outside India through our branches/ representative offices in USA (New York), Spain (Barcelona & Madrid), UK (London), Japan (Tokyo) and Germany (Frankfurt), apart from its subsidiaries in Mauritius and Sri Lanka.

Share Capital Structure

The share capital structure as of 19th February, 2013 is as follows:

Authorised Capital: Rupees Rupees

Equity:

345827060 Equity Shares of Rs. 1/- each 345,827,060

Preference:

(i) 114760000 Class ''A'' 4.65% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each 1,147,600,000

(ii) 355294 Class ''B'' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 3,552,940

(iii) 302000 Class ''C'' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 3,020,000

(iv) 125000000 1% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each 1,250,000,000

2,750,000,000

Issued, Subscribed and Paid-up Capital:

Equity:

213158694 Equity Shares of Rs. 1/- each 213,158,694

Preference:

(i) 319765 Class ''B'' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 3,197,650

(ii) 271800 Class ''C'' 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 2,718,000

219,074,344

Employees Stock Option Plans (ESOPs)

With the objective of motivating and retaining key talent in the organisation and fostering ownership, your Company has framed the Thomas Cook Employees Stock Option Plan 2007 and pursuant to the same, has granted stock options to its employees over the years.

The Company has also introduced the Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010) with similar objectives. SAYE Scheme 2010 allows employees to save a part of their net pay every month which gets deposited with a bank in a recurring deposit account carrying fixed rate of interest. At the end of 3 years, employees have the option to either purchase specific number of equity shares of the Company at the predetermined Exercise Price or withdraw the Monthly Savings Contributions alongwith Interest accrued.

During the year 2012, no options were approved for grant under the Thomas Cook Employees Stock Option Plan 2007 and SAYE Scheme 2010.

The Recruitment & Remuneration Committee administers and monitors the schemes. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the Guidelines) are mentioned in the Annexure to the Directors'' Report.

During the year, no senior managerial personnel or any other employee has received options exceeding 5% of the value of the options granted. Further, no employee has received options equal to or exceeding 1% of the issued capital of the Company at the time of grant during the year.

Dividend

Your Directors recommend dividend on the Class ''B'' & Class ''C'' Preference shares as per their terms, i.e. 0.001% (Rs. 0.0001 per share of Rs. 10/- each) on the preference shares respectively. The Directors are also pleased to recommend a dividend of 37.5% (Rs. 0.375 per share of Rs. 1/- each) on the equity share capital.

The proposed dividend on the equity capital and preference capital absorbs Rs. 80 million for dividend and Rs. 13 million for Dividend Tax. The Board seeks the approval of the shareholders to the dividend recommended on the preference and equity share capital as is outstanding on the date of book closure/ record date.

General Reserve

Your Directors have resolved to transfer Rs. 49 million to General Reserve out of the profits of the Company. With the transfer, the total reserves stand at Rs. 3766 million as at 31st December 2012.

Directors'' Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956 pursuant to Section 217 (2AA) and that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently except where otherwise stated in the notes to the accounts and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures of the Company have been followed. However, it must be recognised that there are inherent limitations in weighing the assurances provided by any system on internal controls;

4. the Directors have prepared the annual accounts on a going concern basis.

Promoters

Fairfax Financial Holdings Limited

The current promoter of your Company, Fairbridge Capital (Mauritius) Limited is a 100 % step down subsidiary of Fairfax Financial Holdings Limited, ("Fairfax"), a Toronto based financial services holding company with a global presence in insurance and reinsurance and a portfolio of assets in excess of $30 billion invested worldwide. The Company founded in 1985 by the present Chairman and Chief Executive Officer, Mr. Prem Watsa, has over the past 25 years, demonstrated a strong financial track record to achieve an annual appreciation in Book Value per share of 24.7% annually. Fairfax is listed on Toronto Stock Exchange.

Fairfax has 20 general insurance subsidiaries and joint ventures globally, including ICICI Lombard (India). The portfolio also includes several market leading insurance companies such as Odyssey Re (USA), Crum & Forster (USA), First Capital (Singapore), Fairfax Brasil (Brazil), Gulf Insurance (Kuwait).

Fairfax is engaged in long term investments from its own resources, with a focus to deliver long term capital appreciation through a flexible and value oriented approach.

Thomas Cook (India) Limited is a part of Fairfax group. As on date, the promoter holds 87.10% of the total paid up equity share capital of the Company.

Thomas Cook (India) Limited

Operations in India [including subsidiaries]

The year 2012 saw the overall Foreign Exchange volumes increase by 5.7% despite the uncertainty that surrounded the Rupee for most part of the year. The year saw appreciable growth of our portfolio of retail products. The strong leisure travel trends for both group and individual travel business and the outreach program with channel partners helped growth in the Holiday business. With change of visa norms in the UK, the student business was sluggish but with more students going to Australia and Canada things improved towards the end of the year. The ''Maintenance of close relatives'' was another product which saw tremendous growth on account of channel activation and awareness creation through marketing, with volume growth upwards of 30%.

Corporates remained cautious while spending on travel and foreign exchange. Your Company continued focus on acquisition of new clients and strived to provide un-paralleled customer service along with a suite of products, which led to a moderate increase of 9% in volumes.

Your Company maintained its lead in the thought leadership through the successful launch of its 2nd White Paper on Convergence of Travel & Technology, in 3 cities across India. Despite intense competition amongst large and smaller players in the Corporate Travel business, the topline grew by 15%; although while the higher airfares give a perception of increased sales, in actual fact, the number of International transactions remained flat, and the domestic tickets have declined (this is in line with DGCA trend of domestic transactions as well). It can be thus inferred that travel was inevitable for some, and big companies with financial muscle continued to travel while the smaller ones have restricted their travel during 2012. Higher fares this year have distorted travel budgets of some customers, and to offset that some corporations have reduced internal travel.

In the light of handsome growth in the insurance sector, the Company continues its focus on Travel insurance. With the strategy of being a complete travel solution provider, the insurance arm of Thomas Cook tries to understand the specific needs of the customers and offers the best product which suite the requirement. It helps us in garnering higher share of wallet and building customer loyalty.

Continued negotiation with service providers has helped our Company protect margins in the Inbound business. The increase in total ticketed volume for the combined travel businesses enables us by increasing our bargaining power with service providers to offer competitive products/prices. Costs are kept under a tight control, along with several initiatives to increase productivity. To improve efficiency and promote growth, our Company restructured the inbound sales and operations team.

With technology being the main driver, the Company will also be in a position to do an intelligent cross sell to the existing as well as newly acquired customer base and drive efficiencies.

MICE offers a potential for high revenue earnings but corporate clients have reduced MICE related activities due to rising airline fares, hotel fares etc., which has caused a significant overall increase in cost of these activities. Competition in this sector and budget constraints have limited the destination options. Despite these challenges, our Company has witnessed an overall growth in MICE revenue by tapping new markets and serving new clients.

Visa and Passport Business, the four-year old vertical of your Company with over 0.15 million transactions in the year is growing from strength to strength. Apart from catering to the Travel Businesses of your Company, it has added direct external customers for their visa, passport and ancillary services [Attestations, Legalization, Apostille, Translation, Notarization of documents, Foreigners Regional Registration Office (FRRO) registration/ visa extension/ exit permit, procures People of Indian Origin (PIO) / Overseas Citizen of India (OCI) cards]. Additionally, Your Company has tied up with attorneys to service the long-term immigration visas/ work permits required by corporates for their projects abroad to move their resources to these countries.

The content site developed by the business has now been packaged and is being promoted and sold as a reckoner to the travel industry and is also being shared with internal businesses for visa information. Informative and rich in content, it facilitates travellers who wish to apply for visas and provides detailed information to intermediary customers and agents. It also has an online tracker enabling tracking the documents through its various stages of processing.

Operations in Mauritius

The recession in European countries which directly impacted the tourist inflow into the country also reduced spending of foreign travelers impacting the retail part of the business. The fall of EURO against USD to 1.23 in the mid of the year affected the overall Foreign Exchange business.

Thomas Cook Mauritius has consolidated all its operations by rationalization of branches, controls have been beefed up, processes have been strengthened to cater to the future expansion plans of the organization. Mauritius operations consist of 15 branches across the island and we have expansion plans in high end shopping malls this year, which will increase retail footprint of foreign tourists and local customers. We have adopted a systematic approach to training on the area of concern to improve the productivity of staff. The company has embarked on a major process restructuring and cost control measures.

Operations in Sri Lanka

2012 brings the commencement of expansion plan for Sri Lanka Thomas Cook operations, wherein Thomas Cook Sri Lanka Branch business was transferred to a newly incorporated company styled as "Thomas Cook Lanka (Private) Limited". The Company has outlets both at the Arrival and Departure terminals at the Bandaranaike International Airport. With political stability returning to Sri Lanka, Thomas Cook Lanka (Private) Limited intends to further expand its operations.

Thomas Cook Lanka (Private) Limited serves as an investment vehicle for any proposed future investments into Sri Lanka subject to requisite regulatory approvals.

Awards and Accolades

Thomas Cook (India) Limited has been the recipient of the following highly prestigious awards and accolades in 2012:

* The Most Trusted Brand in travel services by The Brand Trust Report™, India study 2012

* Favourite Specialist Tour Operator at the Conde Nast Traveller Readers'' Travel Awards 2012.

* Best Corporate Travel Management Company by World Travel Brands 2012

* "Consumer Superbrand" 2011-2012 by Superbrands for ''Travel Smooth''

* Centre of Learning has received IATA accreditation as "Top 10 South Asia IATA Authorized Training Centers", 2012

Directors

In accordance with Article 131 of the Articles of Association of the Company, Mr. M. K. Sharma, Mr. Ramesh Savoor and Mr. Krishnan Ramachandran, retire by rotation and being eligible, offer themselves for re-appointment to the Board.

Mr. Chandran Ratnaswami, Mr. Harsha Raghvan, Mr. Uday Khanna and Mrs. Kishori Udeshi were appointed as Additional Directors with effect from 22nd August, 2012, 22nd August, 2012, 29th October, 2012 and 25th January, 2013 respectively. As Additional Directors, they hold office upto the date of the ensuing Annual General Meeting of the Company at which they are being proposed for regularisation.

The above appointments/ re-appointments form part of the Notice of the Thirty-sixth Annual General Meeting and the relevant Resolutions are recommended for your approval.

Profiles of these Directors, as required by the Listing Agreement provisions, are given in the Corporate Governance Report forming part of this Annual Report/ Notice.

During the period, Mr. Rakshit Desai, Mr. Vinayak Purohit, Mr. Hoshang Billimoria and Mr. Anant Rajwade resigned as Directors of the Company. The Board places on record its sincere appreciation for the contribution made by these Directors during their tenure as Directors of the Company.

Auditors

M/s. Lovelock & Lewes, Chartered Accountants, Firm Registration No.301056E, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re- appointment.

Subsidiary Companies

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8th, 2011, has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s Subsidiaries is contained elsewhere in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at the registered office of the Company and that of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

Further, pursuant to the approval of Reserve Bank of India and as per the requirements and approval of the Central Bank of Sri Lanka, Thomas Cook (India) Limited has incorporated a Wholly Owned Subsidiary (WOS) in Sri Lanka styled, Thomas Cook Lanka (Private) Limited on 20th April, 2012, for the purpose of transfer of branch business in Sri Lanka. With effect from 1st August, 2012, the Company has transferred its Sri Lanka branch business to its WOS, Thomas Cook Lanka (Private) Limited.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Your Company being in the Travel and Tourism industry, its activities do not involve any expenditure on Technology and Research and Development and, therefore, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not required to be submitted.

During the year, the foreign exchange earnings (on a standalone basis) amounted to Rs. 462 million, whereas, the Company has incurred Rs. 88 million as expenditure in foreign currencies towards interest, bank charges, licence fees, professional fees, travelling, subscriptions, etc., as disclosed in Note 31 in the Notes to the accounts.

During the year, Travel Corporation (India) Limited, a subsidiary, also earned Foreign Exchange amounting to Rs. 1372 million and incurred Rs. 41 million towards salary, legal & professional fees, travelling, etc. including expenditure incurred by foreign branches.

Fixed Deposits

Your Company has not accepted deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and Rules framed thereunder and as such no amount was outstanding on the date of the Balance Sheet.

Listing of Shares

Your Company is listed on two Stock Exchanges in India viz. BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The Company has paid the Listing Fees to both the Stock Exchanges for the Financial Year 2012-2013.

Employees

Relations with the employees continued to be cordial throughout the year. Your Directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review.

Special mention needs to be made of the co-operation received from the Employees'' Unions of Thomas Cook (India) Limited and Travel Corporation (India) Limited.

Information pursuant to Section 217(2A) of the Companies Act, 1956

The particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report and have been annexed herewith.

Corporate Governance

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Stock Exchanges where it is listed. The Management Discussion and Analysis Report forms part of this Annual Report.

For the year ended 31st December, 2012, your Company has complied with the requirements of Clause 49 of the Listing Agreement and other applicable rules and regulations with respect to Corporate Governance. A certificate from a Practising Company Secretary obtained by the Company regarding such compliance of conditions of Corporate Governance is attached to this report.

Acknowledgments

Your Directors thank all the Shareholders, Customers, Vendors for their continued support throughout the year. We also thank Reserve Bank of India and other Banks, Ministry of Tourism, Financial Institutions, Government of India, State Governments, and other Government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Company''s employees at all levels but for whose hard work, solidarity and support your Company''s consistent growth would not have been possible.

FOR AND ON BEHALF OF THE BOARD

M. K. SHARMA MADHAVAN MENON

Chairman Managing Director

Mumbai

Dated: 19th February, 2013


Dec 31, 2010

The Directors have pleasure in presenting the Thirty-fourth Annual Report, together with the Balance Sheet and Profit and Loss Account for the year ended 31st December, 2010.

Rupees in Million

Year ended Year ended 31st December, 2010 31st December, 2009

Revenues 2792 2247

Profit before Taxation and Exceptional Items 532 341

Exceptional Items 100 --

Profit after Exceptional item and before Tax 632 341

Provision for Taxation 209 114

Provision for Deferred Taxation 8 4

Provision for Fringe Benefit Tax - 1

Profit after Taxation 415 222

Transferred from Reserve U/sec. 80 HHD of the Income Tax Act, 1961 15 15

Transferred to General Reserve 42 22

Proposed Dividend * 79 80

EPS (Basic) after exceptional items 1.96 1.06

EPS (Diluted) after exceptional items 1.91 1.03

* Includes preference share dividend Operations and Results

The year 2010 saw a revival in the general economy as well as the tourism industry. A strong GDP growth and the rising stock indices, coupled with positive outlook and the resurgence of suppressed demand, helped boost travel and tourism sector in 2010.

The demand for leisure holidays increased due to receding recessionary pressures, economic revival and return of confidence in Indian consumers. Despite the challenges faced last year in terms of a slow economy, sluggish demand and security concerns, the country was fighting back and tourism developments were taking place. Although there could be some short- to medium-term setbacks, the long- term outlook remains positive.

With Indian economy growing at around 8% per annum and rise in disposable incomes of Indians, an increasing number of people are going on holiday trips within the country and abroad resulting in the tourism industry growing wings. 2010 saw a revival in foreign tourist arrivals after the slump last year on account of the slowdown with a growth rate of 8% as compared to a de-growth of 2.2 % in 2009.

The year 2010 witnessed rupee appreciation against major currencies. The buoyant market conditions helped financial services of the Company grow by 8% in volumes over 2009 despite the fact that rupee appreciation created a challenging trading environment for the wholesale forex volumes.

Despite the constraints faced such as the volcanic eruption in Iceland and consequential ash cloud formation over UK & Europe, and heavy snowfall in the USA and UK, which disrupted air traffic, your Company overcame the difficult situation to report an increase in revenues by Rs. 539 million to Rs. 2792 million. Profit before Taxation and exceptional items increased to Rs. 532 million from Rs. 341 million.

Your Company recorded turnover of Rs. 2792 million and profit before tax and exceptional item of Rs. 532 million with profit after tax being Rs. 415 million for the year ended 31st December, 2010. The basic earning per share of the Company is Rs. 1.96.

Thomas Cook Presence

As of December 2010 end, Thomas Cook (India) Limited, alongwith its subsidiaries, continues to be the largest integrated travel group in India with over 180 locations by way of its own branches, and additional presence by way of Preferred Sales Agents (PSAs) and Franchisee Offices. We have 180 branches located in 72 cities, 184 PSAs in India, 14 in overseas market and around 72 Franchisee Offices across India to have a wider spread and network across the country.

We also have presence in 6 countries outside of India through our representative offices in USA (New York), Spain (Barcelona and Madrid), UK (London), Japan (Tokyo), Germany (Frankfurt) and Nepal (Kathmandu), apart from our subsidiaries in Mauritius and Branch offices in Sri Lanka.

Employees Stock Option Plans (ESOPs)

With the objective of motivating and retaining key talent in the organisation and fostering ownership, your Company has framed the Thomas Cook Employees Stock Option Plan 2007 and pursuant to the same, has granted stock options to its employees over the years.

The Company has also introduced the Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010) with similar objectives with the approval of the shareholders in December 2010 by means of a Postal Ballot. SAYE Scheme 2010 allows employees to save a part of their net pay every month which gets deposited with a bank in a recurring deposit account carrying fixed rate of interest. At the end of 3 years, employees have the option to either purchase specific number of equity shares of the Company at the predetermined Exercise Price or withdraw the Monthly Savings Contributions alongwith Interest accrued.

The Recruitment and Remuneration Committee administers and monitors the schemes. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the Guidelines") are mentioned in the Annexure to the Directors Report.

Except for senior managerial personnel and two other employees, none of the other employees have received options exceeding 5% of the value of the options issued during the year ending December 2010. Likewise, during the year, no employee has been granted stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Dividend

Your Directors recommend dividend on the Class B and Class C Preference shares as per their terms, i.e. 0.001% (Rs. 0.0001 per share of Rs. 10/- each) on the preference shares respectively. The Directors are also pleased to recommend a dividend of 37.5% (Rs. 0.375 per share of Rs. 1/- each) on the equity share capital.

The proposed dividend on the equity capital and preference capital absorbs Rs. 79 million for dividend and Rs. 13 million for Dividend Tax. The Board seeks the approval of the shareholders to the dividend recommended on the preference and equity share capital as is outstanding on the date of book closure/ record date.

General Reserve

Your Directors have resolved to transfer Rs. 42 million to General Reserve out of the profits of the Company. With the transfer, the total reserves stand at Rs. 2846 million as at 31st December, 2010.

Directors Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956 pursuant to Section 217 (2AA) and that:

1.In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently except where otherwise stated in the notes to the accounts and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures of the Company have been followed. However, it must be recognised that there are inherent limitations in weighing the assurances provided by any system on internal controls;

4. the Directors have prepared the annual accounts on a going concern basis.

Promoters

Thomas Cook Group pic

Thomas Cook Group pic is a leading international leisure travel group, created by the merger of MyTravel Group pic and Thomas Cook AG in June 2007. Thomas Cook Group pic is a fully listed company on the London Stock Exchange.

Thomas Cook (India) Limited is a part of Thomas Cook Group. It remains as a subsidiary of TCIM Limited, an unlisted private company, incorporated under the laws of England and Wales having its Registered Office at Peterborough, England, U.K. and holding 55.77% of the post ESOP Issue paid-up equity share capital of the Company. Thomas Cook UK Limited (TCUK) apart from holding 21.41% of the post ESOP Issue paid-up equity share capital of the Company, also holds 100% holding in TCIM Limited. Thus, TCUK indirectly holds 77.18% of the present paid-up equity share capital of the Company.

Promoter Group

Pursuant to intimation from the promoters, the name of the Promoters and entities comprising the group are disclosed hereinbelow for the purpose of Regulation 3(1 )(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, and they include the following:

Group

Airtours the Holidaymakers Limited

Thomas Cook Group UK Limited (erstwhile Blue Sea Investments Limited)

Blue Sea Overseas Investments Limited

My Travel Group pic

My Travel UK Limited

Sandbrook Overseas Investments Limited

Sandbrook UK Investments Limited

TCIM Limited

Thomas Cook Continental Holdings Limited

Thomas Cook Group pic

Thomas Cook Investments (1) Limited

Thomas Cook Investments (2) Limited

Thomas Cook Overseas Limited

Thomas Cook Scheduled Tour Operations Limited

Thomas Cook Tour Operations Limited

Thomas Cook UK Limited

Thomas Cook (India) Limited

Operations in India [including subsidiaries]

The businesses have shown a recovery due to economic revival and return of confidence in Indian consumers.

During the year, new products targeted at new destinations and new customer segments were launched. The Company launched television commercials and was one of the sponsors of "Mumbai Indians", a cricket team which is part of the Indian Premier League. During the year, the Company also launched "Readymade Holidays", a holiday package box available through any of our network and channel partners. These are pre-packaged holidays for both domestic and international selected destinations. The Company expanded its Gold Circle Partners (GCPs) across India. The Company continued to build on the success of the media plan launched under the new "Holidaywallas" campaign in 2009.

The improved demand for foreign exchange coupled with the initiatives that were taken by your Company such as new branches opened, new counters at Delhi and Mumbai airport, post office tie-up, etc. enabled your Company to improve the retail volumes over 2009. With over 1.2 million transactions handled in 2010, your Company is one of the largest exporters in the world for bank notes. It handles majority of Indias foreign currency bank notes. Your Company is in the process of tie-up with various principal agents worldwide for the remittance business. In this direction, it has signed Sub Agency agreement with UAE Exchange, Second largest inward remittance service in India and largest service provider in the Gulf Markets.

The new - look of the Thomas Cook portal was also launched during the year. All Thomas Cook products are available through the portal with more user-friendly applications. Your Company is focusing on building the product range on the portal to capitalize on the growing e-business.

Operations in Mauritius

Mauritius has been facing a situation of appreciating currency which is impacting the foreign exchange business volumes. Inflation rate being at 2%, the Mauritian economy has seen major consequences of the global financial crisis, especially in its tourism sector and export oriented industries. With the support of Government funded stimulus packages, the loss of jobs effect has been contained and all indicators are pointing towards a further difficult year ahead.

In spite of the exchange rate impact to an estimated 18%, the customer base has increased and the company has gained further improved visibility in the market and has become a reference. With Mauritius seen as a major tourist destination and the Governments inclination to diversify its tourism base from a traditionally European base to include the Asian markets, Thomas Cook Mauritius will be focussing on seizing this opportunity and enhance the contribution from the holidays and leisure segment.

In Thomas Cook (Mauritius) Operations Company Limited (TCMOCL), a step-down subsidiary of the Company, a new integrated software Maraekatwas identified for implementation for foreign exchange and accounting transactions. The usage of the new system helped identify certain Accounting and Reconciliation Issues. The management has resolved and corrected these issues in the books after an independent enquiry and investigation.

Operations in Sri Lanka Branch

The Sri Lanka branch of your Company offers foreign exchange services from the arrival and departure lounge of the Bandaranaike International Airport, Colombo, Sri Lanka and also from a branch office in Colombo city.

The focus of your Company is to expand its operations by opening more branches in Colombo city and also various other cities across the Island as and when the approvals are received from the regulatory authorities. Your Company is also seeking to enhance its scope of license to enable it to play a more constructive role in the financial system of the country.

Post the end of insurgency in Sri Lanka, the inflow of tourists has started to increase. With a safe and stable environment, conducive to travel, the outlook seems positive for the countrys economy and your Company would look to capitalize on it.

Accolades and Awards

Thomas Cook (India) Limited has been the recipient of the following highly prestigious awards/ accolades in 2010:

CNBC AWAAZ - Best FOREX Company in India for the second year in a row

Indias Most Preferred Foreign Exchange Company by Indian Hospitality Excellence Awards

"Special Commendation" for the Golden Peacock National Training Award for the year 2010

Directors

In accordance with Article 131 of the Articles of Association of the Company, Mr. M. K. Sharma, Mr. Ramesh Savoor and Mr. Krishnan Ramachandran retire by rotation and being eligible, offer themselves for re-appointment to the Board.

Mr. Rakshit Desai was re-appointed as the Executive Director - Travel Services of the Company for a period of one year w.e.f. 25th November, 2010 subject to the shareholders approval.

The above appointments, re-appointments and variations form part of the Notice of the Thirty-fourth Annual General Meeting and the relevant Resolutions are recommended for your approval.

Profiles of these Directors, as required by the Listing Agreement provisions, are given in the Corporate Governance Report forming part of this Annual Report.

During the period, Mr. Dilip De and Mr. Heinrich- Ludger Heuberg resigned from the Company. The Board placed on record its sincere appreciation for the contribution made by these Directors during their tenure as Directors of the Company.

With respect to the approvals sought from the Central Government in respect of the appointment and remuneration of Mr. Rakshit Desai for 2008 and 2009 and in respect of payment of managerial remuneration to Mr. Madhavan Menon and Mr. Vinayak K. Purohit for 2009, the same have since been received.

Auditors

M/s. Lovelock & Lewes, Chartered Accountants, Firm Registration No. 301056E,Auditorsof the Company who retire atthe forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

M/s. PricewaterhouseCoopers, Chartered Accountants, Colombo, Sri Lanka, Firm Registration No. W4179, are recommended for re-appointment as Branch Auditors of the Sri Lanka Branch of the Company.

Subsidiary Companies

The Audited Statement of Accounts along with the Directors Report of Travel Corporation (India) Limited, Thomas Cook Insurance Services (India) Limited, Thomas Cook Tours Limited and Indian Horizon Travel & Tours Limited for the year ended 31st December, 2010 and the Consolidated accounts of Thomas Cook (Mauritius) Holding Company Limited for the year ended 30th September, 2010 are separately attached as required under the provisions of Section 212 of the Companies Act, 1956. The Mauritian subsidiaries have changed their accounting year to end on 30th September every year. Accordingly, the Consolidated Accounts of Thomas Cook (Mauritius) Holding Company Limited for the year ended 30th September, 2010 are separately attached.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Your Company being in the Tourism and hospitality industry, its activities do not involve in any expenditure on Technology and Research and Development and therefore, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not required to be submitted.

However, due to the voluntary measures adopted to conserve energy through an energy audit and consequently implementing its recommendations, your Company was able to make a saving in its energy / electricity consumption of 66210 units (approx. Rs. 1.2 million) at the Head Office and 98964 units (approx. Rs. 1.6 million) at its Chembur office.

During the year, the foreign exchange earnings amounted to Rs. 457 million, whereas, the Company has incurred Rs. 73 million as expenditure in foreign currencies towards interest, bank charges, licence fees, professional fees, as well as travelling for promotional activities, subscriptions, etc., as disclosed in Schedule Q Note 2(h) and 2 (f) in the Notes to the accounts.

Fixed Deposits

Your Company has not accepted deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and as such no amount principal or interest was outstanding on the date of the Balance Sheet.

Listing of Shares

Your Company is listed on two Stock Exchanges in India viz. Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The Company has paid the Listing Fees to both the Stock Exchanges for the period 1st April, 2010 to 31st March, 2011.

Employees

Relations with the employees continued to be cordial throughout the year. Your Directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review.

Information pursuant to Section 217(2A) of the Companies Act, 1956

The particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report and have been annexed herewith.

Corporate Governance

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Stock Exchanges where it is1 listed. The Management Discussion and Analysis Report forms part of this Annual Report.

For the year ended 31st December, 2010, your Company has complied with the requirements of Clause 49 of the Listing Agreement and other applicable rules and regulations with respect to Corporate Governance. A certificate from the Auditors of the Company regarding such compliance of conditions of Corporate Governance is attached to this report.

Acknowledgments

Your Directors thank all the Shareholders, Customers, Vendors for their continued support throughout the year. We also thank Reserve Bank of India and other Banks, Ministry of Tourism, Financial Institutions, Government of India, State Governments and other Government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Companys employees at all levels but for whose hard work, solidarity and support your Companys consistent growth would not have been possible.

FOR AND ON BEHALF OF THE BOARD

MADHAVAN MENON VINAYAK K. PUROHIT Managing Director Executive Director - Finance

Mumbai,

Dated: 17th February, 2011

 
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