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Directors Report of Thomas Cook (India) Ltd.

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting the Fortieth Annual Report, together with audited financial statements for the financial year ended on 31st March, 2017.

OVERVIEW

Travel and tourism has now become the largest civilian industry in the world. According to statistics, one out of every ten persons worldwide is part of the travel and tourism industry.

There have been changes in lifestyle, tastes, rising household incomes, which has had a positive effect and boost to the industry. The reach of the Internet has made it more convenient for customers with greater choices at competitive rates.

International traffic is expected to expand at 10-12% in 2017 and 2018, but bilateral restrictions may preclude achieving true potential. Most of the ten largest international carriers are achieving year-round average load factors of 90% or higher, indicating constrained capacity. As per The International Air Transport Association (IATA), the global passenger traffic rose by 6.3% for 2016 compared to 2015. This strong performance was well ahead of the ten-year average annual growth of 5.5% and capacity increasing by 6.2%. Air travel was a good news story in 2016. Connectivity increased with the establishment of more than 700 new routes. Fall in average return fares helped to make air travel even more accessible. As a result, a record 3.7 billion passengers flew to their destinations. Demand for air travel is still expanding. The challenge for governments is to work with the industry to meet that demand with infrastructure that can accommodate the growth, regulation that facilitates growth and taxes that don’t choke the growth. (Source: IATA Passenger Traffic Results, 2016)

Asia has become the epicenter of growth for business travel. The region is already the world’s largest market, accounting for more than a third of US$ 1 trillion in annual spending globally, and growth over the next few years is expected to dwarf that of other markets. By one estimate between 2014 and 2018, business travel spending in Asia is projected to grow four times as fast as in North America and more than twice as fast as in Europe. (Source: Asia Business Travellers - Mckinsey Report, 2015)

Travel and tourism is one of the largest service industries in India. It has tremendous potential as one of its key contributors to growth of the nation. India has emerged as the world’s fastest-growing outbound market and in absolute numbers it is second only to China.

The year 2016-17 was definitely a year full of action, from Brexit, to Demonetization, stringent Visa policies by certain countries etc. Despite the sluggish global economy, poor customer sentiment and a challenging geo-political environment buffeted by terrorist attacks, travel bans etc., the Indian outbound, inbound and domestic tourism markets remained resilient. Given the challenges and economic environment, the year saw a strong performance across the Company’s portfolio.

Your Company has moved rapidly in strengthening the online business over the last few years which currently contributes approximately 17% of the overall Leisure Travel business - uniquely positioning it in the industry with a versatile hybrid model with a well-spread store network and a very robust online business model, both of which, acquire and service offline and online customers.

Acquiring or reaching out to customers online has also helped us in reducing our cost of acquisition, while giving customers a seamless experience across all channels, resulting in improved customer satisfaction.

With an intent to building an annual property, we also introduced a mega promotional campaign called the GRAND INDIAN HOLIDAY SALE which customers could look forward to as it gave them unbeatable offers nudging them to take up a holiday. It was a 10-day sale across online and offline channels, backed by promotions across Print, Outdoor & Digital, which saw a close to 100% surge in online traffic and walk-ins at the stores during the campaign period.

EXPANDING NETWORK

As of 31st March, 2017, 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 261 locations in 102 cities, 81 PSAs and 96 Gold Circle Partner outlets to have a wider spread and network across the country.

Your Company also has presence in countries outside India through its branches/ representative offices in USA (New York), Spain (Barcelona), UK (London), Japan (Tokyo & Osaka), China (Beijing), Hungary, Finland, Portugal, Italy, Germany, Brazil, Ukraine, Russia, Australia, Nepal, Bhutan and France (Paris) apart from its subsidiaries in Mauritius, Sri Lanka, Singapore and China (Hong Kong).

SUBSIDIARIES - KEY UPDATES & PERFORMANCE HIGHLIGHTS:

Quess Corp Limited (Quess), a subsidiary of your Company, reported an excellent growth in its operations and revenues. Quess went public on 12th July, 2016, raising Rs.4,000 million through a fully primary equity issuance in India’s most successful IPO in terms of oversubscription (147 times) over the past 5 years. Quess saw Gross revenue up 21% from Rs.34.3 Bn during the 12 month period ended 31st March, 2016 to Rs.41.5 Bn for the 12 month period ended 31st March, 2017.

Sterling Holiday Resorts Limited (formerly known as Thomas Cook Insurance Services (India) Limited) (Sterling) undertook an extensive restructuring exercise, including a series of initiatives across business lines and subsidiaries. These long term measures are key components of the Group’s plan to focus on sustainable long term growth. Sterling, has acquired a 100% stake in Nature Trails Resorts Private Limited on 15th March, 2016 as part of the expansion plan. The company’s operating income grew by 12% from Rs.2.2 Bn in FY 2015-16 to Rs.2.5 Bn in FY 2016-17.

SOTC Travel Services Private Limited (formerly known as Kuoni Travel (India) Private Limited) (SOTC) grew its operational revenue for FY 201617 by 6% over FY 2015-16. Pursuant to the Order of NCLT, the Outbound Business Division of SOTC would be transferred to SOTC Travel Private Limited and the residual SOTC, which includes Leisure Inbound Business Division would thereafter be amalgamated with Travel Corporation (India) Limited. This scheme will become effective on completion of regulatory submissions.

Travel Corporation (India) Limited (TCI) is India’s premier Destination Management Company with an impeccable record in all aspects of leisure inbound travel business in India, Sri Lanka, Nepal and Mauritius. Revenue from Operations has grown by 21.72% from Rs.1.6 Bn in 2015-16 to Rs.1.9 Bn in 2016-17. Pursuant to the Order of NCLT, the Outbound Business Division of SOTC would be transferred to SOTC Travel Private Limited and the residual SOTC, which includes Leisure Inbound Business Division would thereafter be amalgamated with TCI. This scheme will become effective on completion of regulatory submissions.

Travel Circle International Limited (formerly known as Luxe Asia Travel (China) Limited) acquired 100% stake in Travel Circle International Services Limited [formerly known as Kuoni Travel (China) Limited] is a premium outbound travel operator in Hong Kong. During the year, vertical amalgamation between Travel Circle International Limited and Travel Circle International Services Limited has become effective from 13th December, 2016. Revenue for FY 2016-17 stood at Rs.4.7 Bn. Since the company was amalgamated during the year, prior period figures are not comparable.

Thomas Cook Lanka (Private) Limited: The total income for FY 2016-17 reduced by 10% from Rs.113.9 mn in FY 2015-16 to Rs.102.3 mn due to increased costs and taxes.

Thomas Cook Mauritius: This financial year has seen good growth in foreign exchange operations. The Mauritius unit of Thomas Cook went ahead with an aggressive market strategy coupled with efficient management of costs exercise undertaken and the results could be visible in the form of increased profitability of the Company to the tune of 500%. The total income in FY 2016-17 increased by 22.9% to Rs.116.7 mn from Rs.95.0 mn in FY 2015-16.

THOMAS COOK (INDIA) LIMITED

Operations and Key Updates

Despite numerous geo-political and related challenges for our core Travel and Forex businesses, the Group’s strong performance for the year, gives us further conviction that our strategy of organic and inorganic growth backed by the twin enablers of technology and innovation are working well. The synergistic advantages we had foreseen from our acquisition of SOTC, SITA and Kuoni Hong Kong in 2015 are also well on track to deliver.

PERFORMANCE HIGHLIGHTS:

Group Consolidated:

- Total Income increase of 41% from Rs.61.6 Bn. to Rs.86.8 Bn.

- PBT (before exceptional items) increased by 101.9% from Rs.947.7 Mn. to Rs.1,913.7 Mn.

- Book value increased from Rs.36.91 / share to Rs.49.11 / share (33% growth)

Group Travel Services:

- Operating Revenue from Travel businesses up 79.7% from Rs.21.8 Bn. to Rs.39.1 Bn.

- EBITDA increased by 56.9% from Rs.805.9 Mn. to Rs.1264.9 Mn. Standalone:

- Total income decreased by 0.86% from Rs.17,538.9 Mn to Rs.17,388.0 Mn

- Profit/ (Loss) before tax decreased from Rs.73.3 Mn. to Rs. (54.3) Mn.

- Profit/ (Loss) after tax decreased from Rs.53.8 Mn. to Rs. (83.5) Mn. OUTBOUND TRAVEL

Your Company’s Leisure Outbound business underwent a re-structuring exercise aimed at strengthening core functions of sales, products and operations. To drive customer centricity, verticalization of the businesses was initiated, with dedicated functional divisions created for Service Delivery and Tour Operations Management. This restructuring was aimed at building a sound Omni Channel, hybrid model that embraces first time customers seeking physical interactions, hand holding and support as well as the growing base of digitally empowered Indian consumers by delivering a seamless experience across its large and strong physical network of branches and franchisees across the country, as well as its rapidly growing E Commerce vertical, www.thomascook.in that accounts for over 17% of its overall travel business.

Our physical network has been digitally empowered too with tablets and applications that allow sales staff to take the customer through a virtual walk through of the destinations and experiences that are on offer, check availability and book seamlessly.

On the Group Travel Front, we have introduced products targeting customers from various segments and regions of the country: Vegetarian Tours, Marathi Tours, Gujarati Tours, Festive Tours, Theme Parks Special for Children.

A paradigm shift in FIT products has been made in 2016 with new concepts launched including - ‘Do it yourself’ itineraries for experienced travellers, ‘Family Getaways’ with theme parks, ‘Love Trails’ for honeymooners, ‘Go Beyond’ with experiences beyond just sight-seeing, self-drive etc.

E-COMMERCE

The online channel now caters to all travel needs of the discerning traveller, like International Holidays, India Holidays, Foreign Exchange, Visa, Flights, Hotels and Travel Insurance. Considering the next-gen mobile audience, Thomas Cook’s E-Business had successfully launched innovative mobile applications i.e. the Forex App & the Holiday App. Its Forex and Holiday Apps has seen over 25% month over-month growths on downloads organically. Over 20% of sales of the online channel are contributed through Mobile web & apps. Your Company’s belief and endeavor has been to give its customers a seamless omni-channel experience where the customer would get the same response to his sales or service queries and to achieve the same your Company has begun its journey in investing in the right technological innovations and enhancements.

This year, your Company took another leap and extended its line of “Simply” products (value for money products) to East Europe, Switzerland, France, Italy, Greece, Spain and many more destinations.

FOREIGN EXCHANGE

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 around 1.3 million transactions annually and is one of the largest exporters of bank notes globally.

During financial year 2016-17, overall Foreign Exchange business volumes decreased by 2% as compared to previous year. In the year 2015-16 Rupee has witnessed downward spiral on account of Chinese Yuan devaluation and slid to its weakest in two years. However 2016-17 was definitely an eventful year with lots of action across the world. We had major events during this year including Brexit and the Demonetization. All of these events had a significant impact on the markets.

Getting a large countrywide channel partner on board, coupled with strong focus on high engagement social media platforms including Facebook, Whatsapp and Twitter, helped the student business grow by 20%. The leisure travel trends for both group and individual travel business decreased by 14%. The ‘Maintenance of close relatives’ category of outward remittance saw degrowth of 1% on account of stringent regulatory compliance. Encashments have decreased by 15% over last year majorly due to decrease in Airport encashment by 22% on account of changing economic environment due to demonetization.

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 21st April, 2017, with remittance flow around US$ 62.7 billion in 2016, India remained the world’s largest recipient country.

Global remittances, which include those to high income countries, contracted by 1.2% to US$ 575 billion in 2016, from US$ 582 billion in 2015. Low oil prices and weak economic growth in the Gulf Cooperation Council (GCC) countries and the Russian Federation are taking a toll on remittance flows to South Asia and Central Asia, while weak growth in Europe has reduced flows to North Africa and Sub-Saharan Africa. “Remittances to India, the (South Asian) region’s largest economy and the world’s largest remittance recipient, decreased by 8.9% in 2016 to US$ 62.7 billion. This marks the first decline in remittances since 2009,” the World Bank report said. Your Company has degrown its inward remittance business by 16% 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$ 329 million for the period 1st April, 2016 till 31st March, 2017 with an average monthly load of US$ 27 million. Over 260,000 cards have been sold since the launch of the product in 2012 with a total load volume of US$ 1101 million.

To keep pace with the changing needs of the customers and to ensure seamless delivery, your Company invested in new technology in 2016-17, 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.

In a bid to transform the payment-solutions space, your Company, in December 2015, announced the launch of the ‘Thomas Cook One Currency Card’ -India’s first prepaid travel card with zero cross currency conversion charges, in collaboration with MasterCard Worldwide. The Thomas Cook One Currency Card empowers customers with its USP of a single load currency (US$) and zero cross currency conversion charges, across the world.

Added benefits of the Thomas Cook One Currency Card include embedded chip and PIN security, locking of funds (to avoid cross currency fluctuations), instant loading, emergency cash disbursement, encashment of the residual balance or use for future travel, free replacement card in case stolen or lost and 24x7 global emergency assistance available via toll free access in over 80 countries global access via 2.2 million ATM’s and 35.2 million merchant establishments in over 275 countries.

FOREX 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.

At a click of a button, Thomas Cook provides buy/sell Foreign Exchange along with the products associated with it like Borderless prepaid card & One Currency Card. You can buy/Sell Forex @ thomascook.in and get a value added Service - free home delivery, rate alert option, & blocking rate by paying 4% advance amount. Forex transactions and sales through the online channel have grown by 48% and 35% respectively over the financial year 15-16.

INBOUND TRAVEL

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. 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.

For over 50 years, Travel Corporation (India) Limited (TCI) has perfected the art of making the entire travel experience memorable. TCI is India’s premier Destination Management Company with an impeccable record in all aspects of leisure inbound travel business in India, Sri Lanka, Nepal and Mauritius.

Post the acquisition of SOTC Travel Services Private Limited (formerly Kuoni Travel (India) Private Limited), its inbound division (KDM/ SITA) would add value and growth opportunities for this segment.

DOMESTIC

Domestic Travel at Thomas Cook India grew steadily on the back of a strong focus on product development and innovation. The strategy to introduce to the market other Himalayan destinations and experiences resulted in destinations like Bhutan, North East and Himachal Pradesh picking up and surpassing the booking numbers over last two year by over 55%. Strong and consistent destination with bigger potential for future too, still continues to grow upward with over 50% growth in booking in destinations like Andaman, Kerala and Ladakh. Government initiatives like “The UDAN scheme and will fuel growth of travel industry and make air travel more affordable for people in tier 2 and 3 towns as well.

This scheme increase regional air connectivity and grow demand for domestic holidays with the coming up of new airports and air strips.

Pilgrimage journeys in the form of special interest market has also picked up in demand for the travelers all across India, destination and their related products like Kailash Mansarovar Yatra and char dham yatra have clocked some very positive numbers, we see a large potential for growth emerging in the near future in this section of the market.

CORPORATE TRAVEL

Your Company is seeing an increasing trend of corporate customers seeking to utilize our Online Booking Tool, rather than providing their booking requests offline through other means. They are realizing the benefits that the online tool can drive, which are related to policy compliance, cost savings and optimizing travel spend. With a buoyant business sentiment, corporates while exercising prudence and seeking to extract the maximum out of their travel budgets, have not put any restraints on cutting down of official travel, and trends continue to look positive.

MICE

MICE offers a potential for high revenue earning with limited resources. Business saw an upswing in financial year 2016-17 and took advantage of currency stabilization, tapping the demand for new destinations & experiential products. However, stringent visa policies in other destinations created a challenge. Despite intense competition amongst large and small players in the sector, MICE business has registered significant top line growth on the back of strong relationships with several corporate houses, by tapping new markets and clients. Focus on Domestic market resulted in strong growth in this space.

VISAS

TC Visa Services (India) Ltd. has exhibited both qualitative and quantitative growth in the year 2016-17. With around 2 million transactions for the year in 2016 observed a growth of 10% in direct business through and walk-in applicants and is growing at a steady pace 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 business, 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].

VISA ONLINE

Thomas Cook has launched Visa online - the first visa application online platform in India. A comprehensive solution for all your Visa needs. Detailed visa information includes visa requirements per destination, downloadable visa forms, consulate addresses and timings, processing duration, and visa costs. Visa transactions and sales through the online channel have grown by 110% and 105% respectively in FY 2016-17 over FY 2015-16.

Your Company has launched services of booking Visa requests online on the Thomas Cook portal and through the call centre, which adds to the ease of the services provided to the travellers and growth of standalone Visa requests.

TRAVEL INSURANCE

Given the broad base of the discerning Thomas Cook customers who rely on Thomas Cook for end to end travel services, your Company offers both, domestic as well as overseas travel insurance. Your Company continues its focus on Travel Insurance with the strategy of being a complete travel solutions provider and to ensure that the customer is advised and educated about the benefits of travel insurance. Your Company tries to understand the specific needs of the customers and the business segments and offers the best product to suit their requirements.

Your Company has actively engaged with all the other lines of businesses like Leisure Travel, Foreign Exchange, MICE, Corporate Travel, VISA etc. by ways of regular training programs and deeper interactions 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.

CENTRE OF LEARNING

Your Company’s unique initiative to proactively facilitate talent management and to grow, harness and nurture the skill sets required for the Tourism and Travel Industry - Centre of Learning serves as a guide and mentor to the travel industry via several forums, industry meets and associated education programs like: Certificate Course in World Tour Management, Certificate Course in Travel & Tourism Management, IATA -Foundation/ Consultant Course, Travel Professional Program.

DIVIDEND

Equity Shares

The Directors recommend dividend for approval of the members on Equity shares @ 37.5% (i.e. Rs.0.375 per equity share of Rs.1/- each) for the financial year ended 31st March, 2017.

The proposed dividend on the equity share capital will absorb Rs.137.53 million for dividend and Rs.28 million for Dividend Tax. The Board seeks approval of the shareholders for the dividend recommended on the equity share capital as will be outstanding on the date of book closure/ record date.

Non Convertible Cumulative Redeemable Preference Shares (NCCRPS)

Pursuant to the terms of issue of NCCRPS, dividend on 125000000 NCCRPS of Rs.10/- each @ 8.5 %( i.e. Rs.0.85 per NCCRPS) will be paid by the Company to the respective NCCRPS holders.

The dividend on the NCCRPS will absorb Rs.106.54 million for dividend and Rs.21.69 million for Dividend Tax.

For the purpose of Indian Accounting Standard (Ind-AS) NCCRPS is considered as debt and consequently its dividend is classified under finance cost.

RESERVES

Debenture Redemption Reserve

As per the requirements, your Directors have resolved to transfer Rs.102.78 million to Debenture Redemption Reserve. The Company has transferred Rs.83.33 million during the year from Debenture Redemption Reserve to General Reserve. The total Debenture Redemption Reserve stands at Rs.253.36 million as on 31st March, 2017.

Capital Redemption Reserve

Your Directors have resolved to transfer Rs.178.57 million to Capital Redemption Reserve. The total Capital Redemption Reserve stands at Rs.238.10 million as on 31st March, 2017.

General Reserve

The Company has transferred Rs.83.33 million during the year from Debenture Redemption Reserve to General Reserve. The total General Reserve stands at Rs.436.97 million as on 31st March, 2017.

PROMOTERS

Fairfax Financial Holdings Limited

The promoter of your Company, Fairbridge Capital (Mauritius) Limited (“FCML”) is a 100% step down subsidiary of Fairfax Financial Holdings Limited (“Fairfax”), Canada.

Fairfax is a holding company which, through its subsidiaries, is engaged in property, casualty insurance, 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 31 years, Fairfax has demonstrated a strong financial track record to achieve an annual compounded appreciation in book value per share of 19.4% and currently has over $ 43.3 billion in consolidated assets.

Thomas Cook (India) Limited is a part of the Fairfax group. As of date hereof, the promoter holds 67.65% of the total paid up equity share capital of the Company.

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, in respect of Conservation of Energy and Technology Absorption are not required to be submitted.

During the financial year, the foreign exchange earnings of your Company amounted to Rs.333.24 million, whereas, your Company has incurred Rs.125.43 million as expenditure in foreign currencies towards interest, bank charges, license fees, professional fees, travelling, subscriptions etc.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013

During the financial year, the Company has not accepted any deposits within the meaning of Section 73 & 76 of the Companies Act, 2013, read with the Rules made thereunder, and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, all the transactions with related parties were in the ordinary course of business and on an arm’s length basis; and there were 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 the 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 Investments form part of the notes to the financial statements provided in the Annual Report.

REDEMPTION OF NON CONVERTIBLE DEBENTURES

The Company had issued and allotted 10.52% 1000 Unsecured Redeemable Non Convertible Debentures (‘NCDs’) of Rs.10 lakh each, aggregating to Rs.100 Crores on private placement basis during the financial year 2013. Out of total 1000 Non Convertible Debentures amounting to Rs.100 Crores, 333 Non Convertible Debentures were redeemed on 15th April, 2016 (under Tranche I) and 333 Non Convertible Debentures were redeemed on 15th April, 2017 (under Tranche II) as per terms of issue in the prescribed manner.

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 financial year ended 31st March, 2017, the applicable accounting standards have been followed and there were 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, 2017 and of the loss of the Company for the year 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 the 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

Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules made thereunder and Article 116 of the Articles of Association of the Company, Mr. Harsha Raghavan (DIN: 01761512) Non Executive Director, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

Profile and other information of Mr. Harsha Raghavan, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given in the Corporate Governance Report of the Company which forms part of the Annual Report.

The above proposal for re-appointment forms part of the Notice of the 40th Annual General Meeting and the relevant Resolution is recommended for your approval therein.

Declaration of Independence

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

Board Evaluation

Pursuant to the 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 of the Company, which forms part of the Annual Report.

Number of Board Meetings during the financial year

During the financial year, Five (5) 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 the Annual Report.

KEY MANAGERIAL PERSONNEL

Mr. Mahesh Iyer, Chief Operating Officer of the Company was appointed as Chief Executive Officer of the Company w.e.f. 14th February, 2017.

The Nomination and Remuneration Committee, Audit Committee and Board of Directors at their meetings respectively held on 25th May, 2017 approved the appointment of Mr. Brijesh Modi as the Chief Financial Officer of the Company w.e.f. 1st June, 2017 in place of Mr. Debasis Nandy, Chief Financial Officer & President - Commercial who was proposed to be elevated to the position of President & Group Chief Financial Officer of Thomas Cook Group w.e.f. 1st June, 2017.

AUDITORS Statutory Auditors

Lovelock & Lewes, Chartered Accountants, Firm Registration No. 301056E were first appointed as Statutory Auditors at Company’s Annual General Meeting (AGM) held on 15th May, 1997. Currently, they are holding office of the Auditors up to the conclusion of the 40th AGM.

As per the second proviso to Section 139(2) of the Companies Act, 2013 (the Act), a transition period of three years from the date of commencement of the Act is provided to appoint a new auditor if the existing auditor’s firm has completed two terms of five consecutive years.

Accordingly, as per the said requirements of the Act, the Board and Audit Committee have proposed the appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022) as Statutory Auditors for a period of 5 years commencing from the conclusion of 40th AGM till the conclusion of the 45th AGM, subject to ratification by shareholders every year, in place of Lovelock & Lewes, Chartered Accountants. The first year of audit for B S R & Co. LLP will be of the financial statements for the financial year ended 31st March, 2018, which will include limited review of all the quarters of the said financial year. The Board expresses its appreciation to Lovelock & Lewes, Chartered Accountants for their services to the Company during their association with the Company.

B S R & Co. LLP, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of Section 139 and Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended.

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 the 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 Keyul M. Dedhia & Associates, Company Secretaries in Practice as the Secretarial Auditor of the Company under Section 204 of the Companies Act, 2013, for conducting the Secretarial Audit for the financial year 2016-17.The Secretarial Audit Report for the financial year 2016-17 does not contain any adverse remark, qualification or reservation which requires any explanation/comments by the Board. The Secretarial Audit Report is annexed as Annexure 1 which forms part of this Report.

Internal Auditor

During the financial year, Ms. Mou Sengupta, Chief Internal Auditor of the Company resigned from the services of the Company and in her place Mr. Aniruddha Chaudhuri was appointed as the Chief Internal Auditor of the Company w.e.f. 25th May, 2017.

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 of the Company, which forms part of the 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/tcportal/downloads/Corporate%20Social%20 Responsibility%20Policy.pdf.

CSR initiatives undertaken during the financial year 2016-17:

During the financial year 2016-17, the Company has spent Rs.99,40,266/- on CSR activities.

The Annual Report on CSR Activities undertaken by Company during the financial year 2016-17, is annexed as Annexure 2 which forms part of this Report.

COMMITTEES OF BOARD

The Board of Directors has constituted the following committees and the details pertaining to such committees are mentioned in the Corporate Governance Report of the Company, which forms part of the Annual Report.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders 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 The National Stock Exchange of India Limited:

- Equity Shares

- Non Convertible Cumulative Redeemable Preference Shares (‘NCCRPS’)

- Non Convertible Debentures (‘NCDs’)

The Company has paid the Annual Listing Fees for the financial year under review for all securities to the 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 2016-17, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

For the financial year ended 31st March, 2017, your Company has complied with the requirements of 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 obtained by the Company regarding such compliance of conditions of Corporate Governance is annexed to the Corporate Governance Report which forms part of the Annual Report.

NOMINATION CUM REMUNERATION POLICY

For the purpose of selection of any Directors and Key Managerial Personnel, 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 Employees. In compliance with the provisions of Section 178 of the Companies Act, 2013 the Nomination cum Remuneration Policy of the Company and Performance Criteria is annexed herewith as Annexure 3 which forms part of this Report.

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees by adopting Whistle Blower Policy which is available on the website of the Company and weblink thereto is http://www.thomascook. in/tcportal/downloads/Whistle%20Blower%20Policy.pdf.

MATERIAL CHANGES AND COMMITMENTS

There were 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 this Report.

INCORPORATIONS/ ACQUISITIONS/ OTHER CHANGES

Your Company is committed to building long term shareholder value by growing the business organically and through acquisitions and alliances. The key considerations for making any acquisition are as under:

- Cash flow generating businesses with proven track records across business cycles.

- Stable management teams who are aligned with our guiding principles and culture.

- Fair and friendly transactions with full support of the existing management teams.

I. Formation of Fairfax India Charitable Foundation for carrying out Corporate Social Responsibility (CSR) activities in which Thomas Cook (India) Limited is one of the settlors of the trust along with Travel Corporation (India) Limited, SOTC Travel Services Private Limited (formerly known as Kuoni Travel (India) Private Limited) and Fairbridge Capital Private Limited.

II. Thomas Cook (India) Limited acquired 10,000 equity shares of Rs.10 each of SOTC Travel Private Limited (Formerly known as SITA Travels Private Limited).

III. Thomas Cook Lanka (Private) Limited, Wholly owned subsidiary of the Company entered into share purchase agreement for acquiring 24% of the issued, subscribed and paid up share capital of SITA World Travel Lanka Private Limited. The balance 76% held by SOTC Travel Services Private Limited (formerly known as Kuoni Travel (India) Private Limited).

IV. As Thomas Cook (Mauritius) Travel Limited was not undertaking any operations and as the management had no plans to undertake any business in the company going forward, the company was wound up w.e.f. 13th October, 2016.

V. Vertical amalgamation between Travel Circle International Limited (Formerly known as Luxe Asia Travel (China) Limited and Travel Circle International Services Limited (Formerly known as Kuoni Travel (China) Limited) w.e.f. 13th December, 2016.

VI. Approval of National Company Law Tribunal for merger of outbound business of SOTC Travel Services Private Limited (formerly known as Kuoni Travel (India) Private Limited) with SOTC Travel Private Limited (formerly known as SITA Travels Private Limited) and merger of residual business of SOTC Travel Services Private Limited, and 6 SITA Companies namely SITA Beach Resorts Private Limited, SITA Destination Management Private Limited, SITA Holidays (India) Private Limited, SITA Holidays Resorts Private Limited, SITA Incoming (India) Private Limited and Distant Frontiers Tours Private Limited merged with Travel Corporation (India) Limited.

VII. Acquisitions of facility management and catering businesses of Manipal Integrated Services Private Limited (yet to be completed), Comtel Solutions Pte Ltd (64% stake as on 31st March, 2017), Terrier Security Services (India) Private Ltd (49% stake as on 31st March, 2017) and Inticore VJP Advance Systems Private Limited (74% stake as on 31st March, 2017).

VIII. Investment in Simpliance Technologies Private Limited and Heptagon Technologies Private Limited by Quess Corp Limited.

IX. Travel Corporation (India) Limited and SOTC Travel Private Limited (formerly known as SITA Travels Private Limited), wholly owned subsidiaries of the Company, have entered into a definitive agreement to acquire identified Destination Management Specialists (DMS) of the Kuoni Group (located in 17 countries) from Kuoni Travel Investments Limited, Zurich, Switzerland and / or its affiliates. Said acquisition of all the DMS is on a going concern basis and that SOTC Travel Private Limited and Travel Corporation (India) Limited will acquire 100% stake in all the DMS (excluding those DMS where local regulations mandate local participation) except for USA, where an asset acquisition will be undertaken, subject to receiving necessary regulatory permissions.

X. Travel Corporation (India) Limited, wholly owned subsidiary of the Company has entered into a Joint Venture Agreement with DER Touristik Group to form a Joint Venture Company “TCI-Go Vacation India Private Limited” to be operational from Delhi NCR.

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:

Sr. No.

Name

Subsidiary / Step down Subsidiary

Address

CIN

1.

CentreQ Business Services Private Limited

Step down Subsidiary

3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore-560103.

U72200KA2016PTC097679

2.

Dependo Logistics Solutions Private Limited

Step down Subsidiary

3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore-560103.

U63030KA2016PTC096361

3.

Excelus Learning Solutions Private Limited

Step down Subsidiary

3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore-560103.

U74999KA2016PTC097984

4.

Inticore VJP Advance Systems Private Limited

Step down Subsidiary

3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore-560103.

U33112KA2016PTC086889

5.

Comtel Solutions Pte. Ltd., Singapore

Step down Subsidiary

10, Hoe Chiang Road, #15-02 Keppel Towers, Singapore, 089315

N.A.

6.

Quess Corp Lanka (Private) Limited (formerly known as Randstad Lanka (Private) Limited)

Step down Subsidiary

7th Floor, BOC Merchant Tower, 28, St. Michael’s Road, Colombo 03, Sri Lanka

N.A.

During the financial year following Companies have ceased to be subsidiaries of the Company:

Sr. No.

Name

Subsidiary / Step down Subsidiary

Address

CIN

1.

KAT Management Consulting (Shanghai) Co. Limited

Step down Subsidiary

RM A-509 Block 6, 613 Eshan Road, Pudong, Shanghai

N.A.

2.

Brainhunter Companies Canada, Inc.

Step down Subsidiary

2 Sheppard Avenue East, Suite 2000, Toronto, ON M2N 5Y7, Canada

N.A.

3.

Travel Circle International Services Limited (formerly known as Kuoni Travel (China) Limited)

Step down Subsidiary

30/F, AXA Tower, Landmark East, 100 How Ming Street, Kwun Tong, Kowloon, Hong Kong

N.A.

4.

Thomas Cook (Mauritius) Travel Limited

Step down Subsidiary

Ground Floor, Anglo Mauritius House, 4 Intendance Street, Port Louis, Mauritius

N.A.

During the financial year under review there were following joint venture or associate companies:

Sr. No.

Name

Subsidiary / Step down Subsidiary

Address

CIN

1.

Terrier Security Services (India) Private Limited*

Associate Company

No. 583, Vyalikaval HBCS Layout, Nagawara, Veerannapalya Bangalore 560045

U74920KA2009PTC049810

2.

Simpliance Technologies Private Limited*

Associate Company

2nd Floor, AS Chambers, No.6 80 Feet Road, Koramangala Bangalore 560095

U72200KA2016PTC092594

3.

Himmer Industrial Services (M) Sdn. Bhd.*

Associate Company

17 - 11 Level 17 Q Central Jalan Stesen Sentral 50470 Kuala Lumpur

N.A.

*Associate companies of Quess Corp Limited, a Subsidiary of the Company

ALTERATION OF MEMORANDUM OF ASSOCIATION OF COMPANY

During the financial year, after seeking necessary approval of shareholders in the Annual General Meeting of the Company held on 2nd September, 2016, Object Clause of Memorandum of Association was altered to widen the existing enabling clause which allows the Company to undertake necessary activities under Corporate Social Responsibility (CSR).

AWARDS AND ACCOLADES

Thomas Cook (India) Limited has been the recipient of the following prestigious awards and accolades during the financial year 2016-17:

1) The French Ambassador’s Diamond Award for Exemplary Achievements in Visa Issuance 2016

2) Conde Nast Traveller Readers’ Travel Awards 2016

3) Thomas Cook India’s Centre of Learning has received IATA accreditation as Top 10 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 employee 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 women at workplace and for prevention and redressal of such complaints.

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

Number complaints filed during the financial year 5

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details on Internal Financial Control System and their adequacy are provided in the Management Discussion and Analysis Report of the Company, which forms part of the 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 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 5 which forms part of this Report.

Statement containing Particulars of Employees pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(2), Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. The copy of the said statement is available at the Registered Office of the Company during the business hours on any working day excluding Saturdays, Sundays and Public Holidays upto the date of Annual General Meeting. Any shareholder interested in obtaining such details may write to the Company Secretary and Compliance Officer of the Company. Further, the copies of the said statement shall also be available at the Annual General Meeting.

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 2013 (ESOP 2013) and pursuant to the same, has granted stock options to its employees over the years.

The Company has 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, 802868 options were approved for grant under the ESOP 2013. However, there were no options approved for grant under SAYE Scheme 2010 and ESOP 2007.

Pursuant to 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 Employees Stock Option Scheme, 2012.

The Nomination & Remuneration Committee administers and monitors the ESOP 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 www.thomascook.in.

No employee has received options equal to or exceeding 1% of the issued share 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 consolidated financial statements of the Company and all its subsidiary and associate companies, which forms part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary companies in the format prescribed under Form AOC-1 is 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 at www.thomascook.in. Further, as per the fourth proviso of the said Section, Financial Statements of each of the subsidiary companies have also been placed on the website of the Company at 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 Financial Statements of the subsidiary companies may write to the Company Secretary and Compliance Officer.

As stipulated in the provisions of the Companies Act, 2013 and 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.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 500 listed companies were required to formulate a Dividend Distribution Policy. Accordingly, the Policy was formulated and the same approved by the Board of Directors, setting out the parameters and circumstances required to be taken into account for determining the distribution of dividend to its shareholders and/ or retaining profits earned by the Company. The Dividend Distribution Policy of the Company is annexed herewith as Annexure 6 and is also available on the website of the Company at www.thomascook.in.

BUSINESS RESPONSIBILITY REPORT

As required under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Business Responsibility Report describing the initiative taken by the Company from an environment, social and governance perspective, forms part of the Annual Report.

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 the Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION

Your Board takes this opportunity to thank the Company’s Shareholders, Customers, Vendors and all other Stakeholders for their continued support throughout the financial year. Your Directors also thank the Reserve Bank of India and other Banks, Ministry of Tourism, Financial Institutions, Government of India, State Governments and all other Government agencies and Regulatory authorities for the support extended by them and also look forward to their continued support in future.

Your Board wishes to place on record its appreciation on the contribution made by the Company’s employees across all levels without 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

Chairman & Managing Director

(DIN: 00008542)

Place: Mumbai

Dated: 25th May, 2017


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, 2011

The Directors have pleasure in presenting the Thirty-fifth Annual Report, together with the Balance Sheet and Profit and Loss Account for the year ended 31st December, 2011.

Rs in Million Year ended Year ended 31st December, 2011 31st December, 2010

Revenues 3491 2792

Profit before Taxation and Exceptional Items 829 532

Exceptional Items - 100

Profit after Exceptional item and before Tax 829 632

Provision for Taxation 263 209

Provision for Deferred Taxation 7 8

Profit after Taxation 559 415

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

Transferred to General Reserve 56 42

Proposed Dividend * 80 79

Earnings Per Share (Basic) after exceptional items (per equity share of Rs 1/- each) 2.64 1.96

Earnings Per Share (Diluted) after exceptional items (per equity share of Rs 1/- each) 2.57 1.91

* Includes preference share dividend

Operations & Results

The year 2011 was challenging to the global and local economies. All industries including Foreign Exchange, Tourism and Travel industry, suffered due to turmoil in North Africa and the Middle East, flooding in Asia, the earthquake and tsunami in Japan, and of course the economic instability that still grips many European countries. Like the previous two years, the year 2011 too witnessed a volatility in Indian Rupee (INR) against all the major currencies.

Economic pressures around the world offered leisure and business travellers plenty of reasons to look for maximum value in their travel spending. Accordingly, travel operators, too, have been battling to deliver superior value to their customers. Despite the constraints faced by worldwide tourism industry, it has shown some resilience and continued to grow.

Despite the economic and other challenges faced, your Company reports an increase in revenue by Rs 699 million.

Your Company recorded turnover of Rs 3491 million and profit before tax and exceptional item of Rs 829 million with profit after tax being Rs 559 million for the year ended 31st December, 2011. The basic earning per share of the Company is Rs 2.64.

Thomas Cook Presence

As of December 2011 end, Thomas Cook (India) Limited, along with its subsidiaries, continues to be the largest integrated travel group in India with over 216 locations by way of its own branches, and additional presence by way of Preferred Sales Agents (PSAs) and Franchisee Offices. We have 179 branches located in 78 cities, 150 PSAs and around 110 Gold Circle Partner outlets 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 & Madrid), UK (London), Japan (Tokyo), Germany (Frankfurt) and Nepal (Kathmandu), apart from our subsidiaries in Mauritius and Branch offices in Sri Lanka.

Share Capital Structure

The share capital structure as of 16th February, 2012 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:

212007362 Equity Shares of Rs 1/- each 212,007,362

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

217,923,012

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.

During the year 2011, 2,900,000 options were approved for grant under the Thomas Cook Employees Stock Option Plan 2007.

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.

The senior managerial personnel and five other employees have received options exceeding 5% of the value of the options issued during the year ending December, 2011. During the year, no employee has been issued share 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' & 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 79.5 million for dividend & Rs 12 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 56 million to General Reserve out of the profits of the Company. With the transfer, the total reserves stand at Rs 3328 million as at 31st December 2011.

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 plc

Thomas Cook Group plc is a leading international leisure travel group, created by the merger of MyTravel Group plc and Thomas Cook AG in June 2007. Thomas Cook Group plc 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 55.72% of the post ESOP Issue paid-up equity share capital of the Company. Thomas Cook UK Limited (TCUK) apart from holding 21.39% of the post ESOP Issue paid-up equity share capital of the Company, also holds 100% holding in TCIM Limited. Thus, TCUK indirectly holds 77.11% of the present paid-up equity share capital of the Company. As on date, the promoters have pledged their entire holding of 77.11%.

Thomas Cook (India) Limited

Operations in India [including subsidiaries]

Your Company continues to be the market leader in forex during 2011, with a range of products and services for offering. Consolidation of businesses across the company and its subsidiaries continued through 2011.

The year 2011 too like the previous two years witnessed a volatility in Indian Rupee (INR) Vs all the major currencies (Vs USD 24%, GBP 22% and EURO 23%). The year 2011 saw INR at its life time low at 54.30. Global sentiments due to the European economic crisis and the subsequent pulling back of Foreign Institutional Investors inflows coupled with the economic challenges on the domestic front led to the weakening of Rupee. During this period, various forex players witnessed a surge in the currency purchase and consequently bulk volumes increased due to INR weakening.

Your Company took various initiatives during the year 2011 such as network expansion, investment in marketing and visibility of products offered, product innovations, new corporate customers etc. To delight the customers, the Company took various initiatives on improving customer service and training the employees on various skills. We have moved our vision from being a sole travel insurance provider to introducing other personal lines of insurances like Motor, Health, Personal Accident, etc.

During the year, the insurance arm of your Company changed its principal insurer from Tata AIG General Insurance Company Limited to Bajaj Allianz General Insurance Company Limited (BAGIC). We are working with BAGIC to come up with innovative and more products to suit the requirements of the captive and other customer base.

Your Company launched an array of new products to meet all budgets thereby meeting the growing demands of the consumers. The new products were targeted at new destinations and new customer segments. Your Company also expanded its distribution network by opening several new stores and appointing new franchisees across the country. A new and radical marketing campaign has been unveiled - 'Travel Smooth' - emphasizing the unique positioning of your Company in its ability to offer all travel related services under one roof. This marketing campaign has been designed to alleviate pain points encountered by travelers- pre, during and post trip. The Company has launched new television commercials as part of the same.

Despite the constraints like recessionary conditions in the source markets, the demand in the leisure inbound holiday space was at same level compared to last year. Your Company launched new products like PURE to meet the growing demands of the inbound luxury consumers. Continued negotiation with suppliers helped the company to protect the margins. Costs were kept under a tight control with several initiatives being taken to boost productivity. Your Company had restructured the Inbound sales & operational structures to focus on acquisition to new business and rework positively on existing relationships with business partners to bring sales & revenue growth.

MICE business has witnessed an overall growth with strong focus on Auto and Paint Industries. Pharma market was tapped and overseas medical conventions were managed on a large scale.

Visa and Passport Business, the three-year old vertical of your Company with over 0.14 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.

With the increasing awareness of internet and the convenience it offers, a large number of consumers are adopting the online medium for research as well as purchase of travel & travel related services. E-Business continues to be a focus area for growth for Thomas Cook and we have invested in the past one year on building our online capabilities. Last year, we introduced our domestic hotels & holidays products for sale on the website, which received a good response.

Operations in Mauritius

Mauritius has been facing a reverse situation of appreciating currency and thus impacting the foreign exchange business. With a mismatch of having bulk of its revenue in EURO and payments inversely in USD, Mauritius is faced with the negative consequences of a depreciating EURO of 11.7% for the year.

Thomas Cook Mauritius has consolidated all its operations, controls have been beefed up, processes have been strengthened to cater for the future expansion plans of the organization. The company has embarked on a major process restructuring and cost rationalization.

This year, targets are expected to be achieved through the operational strategies developed despite regulatory tightening.

Operations in Sri Lanka Branch

Post the end of 30 years old conflict, Sri Lanka economy is reflecting the recovery and a high and sustainable growth path. Peaceful domestic environment, political stability and favourable economic conditions have helped all key sectors to grow, including Tourism. Tourism has been showing impressive performance and the Inflow of tourists in Sri Lanka has been growing at a high pace.

The branch office of your Company in Sri Lanka offers foreign exchange services from the arrival and departure lounge of the Bandaranaike International Airport, Colombo. Your Company's business in Sri Lanka is also growing on the lines of the industry's growth.

To capitalize on the above growth story, your Company has initiated a process to incorporate a Wholly Owned Subsidiary in Sri Lanka to take over the branch business. Incorporation of Wholly Owned Subsidiary, on the one hand will help your Company in expediting the expansion of its operations by opening branches in Colombo city and also various other cities across the Island under the separate subsidiary, and on the other hand it will help your Company to offer other travel product & services in the market, mainly Inbound and Outbound tours as and when the approvals are received from the regulatory authorities.

Awards/ Accolades and Ratings

Thomas Cook (India) Limited has been the recipient of the following highly prestigious awards/ accolades in 2011:

- Most Trusted Tour Operator - at the Times Travel Honours Awards 2011

- Best Company Providing Foreign Exchange - at the CNBC AWAAZ Travel Award 2011- for the third year in a row.

- Specialist Tour Operator - at the Conde Nast Traveller Readers' Travel Awards 2011.

- Recognized as a Superbrand 2011-2012 - by the consumers for excellence in travel services.

- Brand Trust Report™, India Study, 2012, ranked Thomas Cook (India) Limited as 'The most Trusted Brand in Services'.

CRISIL has assigned A1 and AA- rating for Thomas Cook (India) Ltd.

CRISIL has reaffirmed Thomas Cook (India) Limited with the 'CRISIL A1 ' for the Rs 1500 million Commercial Paper and the Rs2365 million Short term loan and Bank Guarantee programmes. It has also retained the CRISIL AA-'rating for the Rs 2185 million cash credit and long term programme.

A rating of A1 signifies the highest degree of safety regarding timely payment of financial obligations; such instruments carry the lowest credit risk. Instruments with the CRISIL AA- rating are considered to have high degree of safety regarding timely servicing of financial obligations, and carry very low credit risk.

Directors

In accordance with Article 131 of the Articles of Association of the Company, Mr. H. S. Billimoria and Mr. Vinayak K. Purohit, retire by rotation and being eligible, offer themselves for re-appointment to the Board.

Mr. Rakshit Desai was re-appointed as the Executive Director - Foreign Exchange of the Company for a period of one year with effect from 25th November, 2011 and Mr. Madhavan Menon was re-appointed as the Managing Director of the Company for a period of three years with effect from 1st March, 2012 subject to shareholders' approval and such other approvals including that of the Central Government, and other applicable authority(ies), if any, as may be required.

The service agreement of Mr. Vinayak K. Purohit was varied during the period subject to shareholders' approval and such other approvals including that of the Central Government, and other applicable authority(ies), if any, as may be required.

The above appointments, re-appointments and variation form part of the Notice of the Thirty-fifth 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.

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.

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

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, TC Visa Services (India) Limited, a step-down subsidiary of the Company, incorporated on 30th August, 2011, is not considered for the purposes of consolidation nor are the prescribed particulars disclosed in the statement aforesaid due to the fact that the said company is yet to hold its statutory meeting and conclude its first financial year.

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

Your Company being in the Tourism 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.

During the year, the foreign exchange earnings (on a standalone basis) amounted to Rs 610 million, whereas, the Company has incurred Rs 104 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.

During the year, Travel Corporation (India) Limited, a subsidiary, also earned Foreign Exchange amounting to Rs 1120 million and incurred Rs 44.2 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 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. 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 2011-2012.

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, 2011, 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 even possible.

FOR AND ON BEHALF OF THE BOARD

MADHAVAN MENON VINAYAK K. PUROHIT

Managing Director Executive Director - Finance

Mumbai,

Dated: 16th February, 2012


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


Dec 31, 2009

The Directors have pleasure in presenting the Thirty-third Annual Report, together with the Balance Sheet and Profit and Loss Account for the year ended 31st December 2009.

Rupees in Million

Year ended Year ended 31st December 2009 31st December 2008

Revenues 2247 2588

Profit before Taxation and exceptional items 341 536

Provision for Taxation 114 187

Provision for Deferred Taxation 4 (1)

Provision for Fringe Benefit Tax 1 16

Profit after Taxation and before Exceptional item 222 334

Exceptional item, net of taxation - 32

Profit after Taxation 222 302

Transferred from Reserve U/sec. 80 HHD of the Income Tax Act, 1961 15 18

Transferred to General Reserve 22 34

Proposed Dividend * 80 93

EPS (Basic) after exceptional items 1.06 1.76

EPS (Diluted) after exceptional items 1.03 1.71

* Includes preference share dividend

Operations & Results

The global and local markets continued to witness an economic slowdown for most of 2009. Corporates and individuals alike, remained cautious to spend on travel due to the downturn. When the confidence level in the economy went up during the second half of the year, higher Foreign Institution Inflows made the Rupee stronger. Also lot of volatility was witnessed in Indian Rupee against the major currencies.

For the first time in seven years, the foreign tourist arrivals into India fell by 3% in 2009 distorting the six-year growth rally.

The first-half 2009 saw a steady decline in bookings in the travel & tourism industry, particularly due to the November 26,2008 terror attack in Mumbai.

Consequently, the revenues reduced by Rs. 341 million to Rs. 2247 million. Costs were saved by Rs. 146 million. Profit before Taxation and exceptional items reduced by Rs. 195 million to Rs. 341 million.

Your Company recorded turnover of Rs. 2247 million and profits before tax and exceptional item of Rs. 341 million with profit after tax being Rs. 222 million for the year ended 31st December 2009. The basic earning per share of the Company is Rs. 1.06.

Utilisation of Rights Issue Proceeds:

During the year ended 31st December 2009, the Company allotted 50,650,699 fully paid up equity shares of Re. 1/- each towards Rights Issue for cash at a price of Rs. 35.50 (including a share premium of Rs. 34.50) per equity share in the ratio of 35 fully paid up equity shares for every 100 fully paid up equity shares held by the existing shareholders on the record date 27th December 2008. Consequently, the issued and paid up equity share capital increased to 211,446,569 shares. The Right Issue Proceeds Utilisation is as below: -

Particulars Rs. (in mn) Rs. (in mn)

Inflow: Rights Issue proceeds 1,798.1

Outflow: Preference Share Capital redemption (including redemption premium dividend and (1,167.6) dividend distribution tax)

FCNR Loan repayment (423.8)

Repayment of commercial paper/short term borrowings (183.7)

Expenses pertaining to Rights Issue (23.0) (1,798.1)

Lower borrowings, coupled with reduced interest rates negotiations helped your Company in achieving a reduction in the Interest cost from Rs. 299 million in 2008 to Rs. 149 million in 2009 and consequently, the Company was able to make savings of Rs. 150 million.

Thomas Cook Presence:

As of December 2009 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 General Sales Agents (GSAs), Preferred Sales Agents (PSAs) and Franchisee Offices. We have 180 branches located in 72 cities, over 190 GSAs/ PSAs and around 32 Franchisee Offices across India to have a wider spread and network across the country.

We also have presence in 5 countries outside of India through our representative offices in USA (New York), Spain (Barcelona & Madrid), UK (London), Japan (Tokyo) and Germany (Frankfurt), apart from our subsidiaries in Mauritius and Branch offices in Sri Lanka.

Share Capital Structure:

The share capital structure as of 17th March, 2010 is as follows:

Authorised Capital: Rs. Rs.

Equity:

34,58,27,060 Equity Shares of Re. 1/- each 345,827,060

Preference: (i) 11,47,60,000 Class A, 4.65% Cumulative

Non-Convertible Redeemable Preference

Shares of Rs. 10/- each 1,147,600,000

(ii) 3,55,294 Class B 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 3,552,940

(iii) 3,02,000 Class C 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/-each 3,020,000

(iv) 12,50,00,000 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:

211,546,569 Equity Shares of Re. 1/- each 211,546,569

Preference:

(i> 3,19,765 Class B 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/-each 3,197,650

(ii) 2,71,800 Class C 0.001% Cumulative Convertible / Redeemable Preference Shares of Rs. 10/- each 2,718,000

217,462,219

Employees Stock Option Scheme (ESOP)

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 Recruitment & Remuneration Committee administers and monitors the scheme. 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 one other person, none of the employees have received options exceeding 5% of the value of the options issued during the year ending December 2009. Likewise, during the year, no employee has been issued share options equal to or exceeding 1% of the issued capital of the Company at the time of grant.

The Recruitment & Remuneration Committee has, subject to the approval of the shareholders at the present general meeting, varied the ESOP Scheme 2007 to the effect that all future grantees shall be granted options at a discount of 10% of the Market Price instead of a 5% discount as provided for earlier. This is in line with changes in the market conditions and towards retaining Key Talent by having a more attractive ESOP Plan. This price shall apply only to fresh grants being made under the scheme.

Dividend

Your Directors recommend dividend on the Class B & Class C Preference shares as per their terms as also seek the ratification of the dividend paid to holders of 10,50,00,000 1% Cumulative Non-Convertible Redeemable Preference Shares on redemption. The Directors are also pleased to recommend a dividend of 37.5% on the equity share capital.

The proposed dividend on the equity capital and preference capital absorbs Rs. 80 million for dividend & Rs. 14 million for Dividend Tax.

General Reserve

Your Directors have resolved to transfer Rs. 22 million to General Reserve out of the profits of the Company. With the transfer, the total reserves stand at Rs. 2508 million as at 31st December 2009.

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. the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

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 55.84% of the post ESOP Issue paid-up equity share capital of the Company. Thomas Cook UK Limited (TCUK) apart from holding 21.44% of the post ESOP Issue paid-up equity share capital of the Company, also holds 100% holding in TCIM Limited. Thus, TCUK indirectly holds 77.27% of the present paid-up equity share capital of the Company.

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

Airtoursthe Holidaymakers Limited

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

Blue Sea Overseas Investments Limited

MyTravel Group pic

MyTravel UK Limited

Sandbrook Overseas Investments Limited

Sandbrook UK Investments Limited

TCIM Ltd.

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 Travel Corporation (India) Limited]

Consolidation of businesses across the Company and its subsidiaries continued through 2009.

During the year, new initiatives were taken like the launch of a complete Print Holidays campaign under the new name Holidaywallas; the venturing into a new segment - the luxury segment with our new luxury brand Indulgence; launch and/ or continuation of products like Honeymoon Holidays, Holyland tours, Rock on series; launch of new luxury train itinerary, The Indian Maharaja - Deccan Odyssey through our subsidiary Travel Corporation (India) Limited. The Company also started a new marketing campaign for Leisure Travel with focus on new products and change in media mix. A corporate booking tool - the Corporate Travel Module (CTM) was launched and the Company also undertook a back end integration / consolidation exercise through the Service Excellence Centre.

The E-Businesses also launched a gamut of new products & services in 2009 catering to various segments of the customers based on their requirements and travel trends for air and rail ticketing, hotel bookings and branded international holidays; customisable self-booking tool for Corporates, modules for the Visa & Passport Services Team.

Operations in Mauritius

The Mauritian subsidiaries have changed their accounting year to a period of nine months ending 30th September, 2009. During 2009, Thomas Cook Mauritius Operations Company Limited, the foreign exchange arm of the Mauritius Holding entity has seen the implementation of a new front-end business application for its Foreign Exchange business which is under stabilisation. With the increased network of 20 branches, the operations company has exceeded its budgets and last years numbers.

New business has been signed with parties in the market for increasing the variety of products offered from the branches and the company is further enjoying increased visibility.

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 has a staff strength of twenty personnel.

The focus of your Company is to expand its operations beyond the airport by opening branches in various cities 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. Now with a stable Government in place after the recent elections, 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 in 2009:

CNBC AWAAZ - Best FOREX Company in India

CNBC AWAAZ - Best Tour Operator for the second time in a row

Directors

In accordance with Article 131 of the Articles of Association of the Company, Mr. H. S. Billimoria, Mr. A. V. Rajwade and Mr. Rakshit Desai retire by rotation and being eligible, offer themselves for re-appointment to the Board.

Mr. Ramesh Savoor, Mr. Mahendra Kumar Sharma and Mr. Krishnan Ramachandran were appointed as Additional Directors with effect from 29th May 2009. As Additional Directors, Mr. Savoor, Mr. Sharma and Mr. Ramachandran hold office upto the date of the ensuing Annual General Meeting of the Company.

Mr. Vinayak K. Purohit was re-appointed as the Executive Director - Finance of the Company for a period of three years w.e.f. 14th May, 2010.

The Service Agreements of Mr. Madhavan Menon, Managing Director and Mr. Rakshit Desai, Executive Director - Travel Services were varied during the period.

The above appointments, re-appointments and variations form part of the Notice of the Thirty-third 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 Notice/ Corporate Governance Report forming part of this Annual Report.

During the period, Mr. Udayan Bose, Mr. Manny Fontenla-Novoa, Dr.Juergen Bueser, Mr. Roland Zeh, Dr. Angus Porter and Mr. Dilip De resigned from the Company. The Board placed on record its sincere appreciation for the contribution made by the Directors during their tenure as Directors of the Company.

Auditors

M/s. Lovelock & Lewes, Chartered Accountants, 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.

M/s. PricewaterhouseCoopers, Chartered Accountants, Colombo, Sri Lanka, are recommended for re-appointment as Branch Auditors of the Sri Lanka Branch of the Company.

Auditors Report

Regarding Sub-Clause (i) of Clause (h) of the Auditors Report, an application to the Central Government in respect of the appointment and remuneration of Mr. Rakshit Desai, Executive Director-Travel Services, is already made and for which approval is pending.

Regarding Sub-Clause (ii) of Clause (h) of the Auditors Report, relevant applications to the Central Government in respect of payment of managerial remuneration to Mr. Madhavan Menon and Mr. Vinayak K. Purohit have already been made and for which approvals are pending.

The Management has noted the comments on Corporate Travel Module (CTM) implementation and it is committed to resolving the issues at the earliest.

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, Indian Horizon Travel & Tours Limited and the Consolidated accounts of Thomas Cook (Mauritius) Holding Company Limited for the year ended 31st December, 2009 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 a period of nine months ending 30th September, 2009. Accordingly, the Consolidated Accounts of Thomas Cook (Mauritius) Holding Company Limited for the nine months ended 30th September, 2009 are separately attached.

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

Your Company being in the Tourism 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 recommendation, your Company was able to make a savings in its energy / electricity consumption of 106950 units at the Head Office and 31487 units at its Chembur office.

During the year, the foreign exchange earnings amounted to Rs. 580 million, whereas, the Company has incurred Rs. 65 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 Financial Year 2009-2010.

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 SEBI 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, 2009, 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. The Company is yet to consider the adoption of "Corporate Governance - Voluntary Guidelines, 2009" recommended by the Ministry of Corporate Affairs and released at the India Corporate Week during 14th to 21st December, 2009.

Pursuant to the requirements of Schedule XIII Part II Section II Clause (C) Proviso (iv) point IV sub-point (2), the following details are being disclosed:

i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the Directors for the year ended 31st December 2009:

Executive Directors

Name of Director Salary Benefits Bonus/ Sitting (Rs.) (Rs.) Commission (Rs.) Fees (Rs.)

Mr. Madhavan Menon 5,726,688 9,036,031 - -

Mr. Vinayak K. Purohit 3,533,808 9,420,214 - -

Mr. Rakshit Desai 8,129,004 15,439,155 - -

Sub-Total (a) 17,389,500 33,895,400 - -



Date of Director Pension * Total Stock (Rs.) (Rs.) Options

Mr. Madhavan Menon 859,008 15,621,727 --

Mr. Vinayak K. Purohit 530,076 13,484,098 --

Mr. Rakshit Desai - 23,568,159 --

Sub - Total (a) 1,389,084 52,673,984 --

* Pension includes Superannuation

Non-Executive Directors

Name of Director Salary Benefits Bonus/ Sitting Fees (Rs.) (Rs.) Commission (Rs.) (Rs.)

Mr. Udayan Bose - - 209,473 120,000

Mr. H. S. Billimoria - - 516,603 430,000

Mr. A. V. Rajwade - - 516,603 410,000

Mr. DilipDe - - 516,603 180,000

Mr. Ramesh Savoor - - 307,131 120,000

Mr. M. K. Sharma - - 307,131 280,000

Mr. Krishnan - - 307,131 60,000 Ramachandran

Sub-Total (b) - - 2,680,675 1,600,000

Total (Rs.) (a+b) - - 55,354,659 1,600,000



Name of Director Pension Total Stock (Rs) (Rs.) Options

Mr. Udayan Bose - 329,473 - Mr. H. S. Billimoria - 946,603 - Mr. A. V. Rajwade - 926,603 - Mr. Dilip De - 696,603 - Mr. Ramesh Savoor - 427,131 - Mr. M. K. Sharma - 587,131 - Mr. Krishnan Ramachandran - 367,131 -

Sub-Total (b) - 4,280,675 -

Total (Rs.) (a+b) - 56,954,659 -

With effect from May, 2005, Commission to the Executive Directors was paid on the Return on Equity (ROE) formula.

None of the Directors held any shares in the Company as on 31st December 2009 other than Mr. Madhavan Menon, who held 2000 equity shares as on that date.

ii) Details of fixed component and performance linked incentives along with the performance criteria:

Name of Director Salary Fixed (Rs.) Performance Linked Incentives (Rs.)

Mr. Madhavan Menon 15,621,727 --

Mr. Vinayak K. Purohit 13,484,098 --

Mr. Rakshit Desai 23,568,159 --

Total 52,673,984 --

Performance criteria

The Recruitment & Remuneration Committee determines and recommends to the Board, the compensation of the Directors and employees. The key components of the Companys Remuneration Policy, as approved by the Recruitment & Remuneration Committee are:

Compensation is an important element to retain talent.

• Compensation will be competitive and would factor in, the market compensation levels.

• There will be a variable component in the total Compensation, and that will be linked to the individual, business and organization performance.

• Compensation will be transparent, fair and simple to administer.

• Compensation will be fully Legal and Tax compliant, as per the relevant laws in place.

ESOPs may be granted having regard to the role / designation, length of service, past performance record, future potential and/or such other criteria

The shareholders approve the compensation of the Executive Directors for the entire period of their term. The compensation payable to each of the Independent Director is limited to a fixed percentage of profits per year as recommended by the Recruitment & Remuneration Committee. The aggregate of these is within the limit of 1% of the net profits of the Company for the year in respect of Non Executive Directors, calculated as per the provisions of the Companies Act 1956, as approved by the shareholders, and is separately disclosed in the financial statements. The actual amount of commission payable to each Non- Executive Director is decided by the Board based on the overall contribution and role of such Directors.

The role and the involvement of the Non-Executive Directors as members of the Board and its Committees, has undergone qualitative changes pursuant to more stringent accounting standards and corporate governance norms. Further, in view of the scale and expertise required for the Companys business, the Company has paid sitting fees at the rate of Rs. 10,000/- per meeting to the Non-Executive Independent Directors for attending the meetings of the Board, Audit Committee, Share Transfers Shareholders/ Investors Grievance Committee and Recruitment & Remuneration Committee constituted by the Board. With effect from 29th April 2009, sitting fees for attending Board and Audit Committee Meetings has been increased to Rs. 20,000/- per meeting.

iii) Details of Service Contracts, Notice Period, etc. of all the Directors for the financial year ended 31st December 2009

Name of Director Service Period Notice Severance fees, Contract Period if any

Mr. Madhavan Menon Yes 1st May 2009 to 30th April 2012 6 months As decided by the management

Mr. Vinayak K. Purohit Yes 14th May 2007 to 13th May 2010 3 months As decided by the management

Mr. Rakshit Desai Yes 25th November 2008 to 24th November 2010 3 months As decided by the management

Non-Executive Directors No None. The Non-Executive Directors liable to retire by None None rotation, get re-appointed as per the Articles of Association of the Company and the Companies Act, 1956

iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable:

Note: None of the non-executive directors were issued/ granted employee stock options under the Thomas Cook Employee Stock Option Scheme 2007 as on 31st December 2009

2007 2008

Name of the Director Options Discount % Options issued Discount % issued

Mr. Madhavan Menon 205000 5% 250500 5%

Mr. Vinayak K. Purohit 162500 5% 185000 5%

Mr. Rakshit Desai NA - NA

2009 Name of the Director Options issued Discount %

Mr. Madhavan Menon -- NA Mr. Vinayak K. Purohit -- NA Mr. Rakshit Desai -- NA

Period of accrual: 1/3rd of the options granted, vest every year, over 3 years

Exercise Period: All the options are exercisable over a period of 10 years from the respective grant dates

Acknowledgments

Your Directors thank all the Shareholders, Customers, Vendors for their continued support throughout the year. We also thank Ministry of Tourism, Reserve Bank of India and other Banks, 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 even possible.

FOR AND ON BEHALF OF THE BOARD

MADHAVAN MENON - Managing Director

VINAYAK K. PUROHIT - Executive Director - Finance

Mumbai

Dated: 17th March, 2010

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