BSE:500413 | NSE:THOMASCOOKBE | 58888:tcook | IND:Travel Agen. / Tourism Deve. / Amusement Park / Catering | ISIN code:INE332A01027 | SECT:Tourism & Hospitality
To the Members,
The Directors have pleasure in presenting the Forty-First Annual Report, together with audited financial statements for the financial year ended on March 31, 2018.
The Travel and Tourism industry is a major engine of economic growth and an important source of employment and foreign exchange earnings for countries around the world. The industry continues to be a force for good, providing unique opportunities for developing and emerging nations to move up the value chain. As an industry, competitiveness at every level is improving -particularly in the Asia-Pacific region.
The financial year 2017-18 marked the sixth consecutive year for the travel and tourism industry''s achievement of higher growth than the global economy, demonstrating the industry''s resilience in the face of various natural calamities, global geopolitical uncertainty and economic volatility.
The global middle class is forecast to grow by a further 3 billion people by 2031, the majority of whom will come from emerging markets, with China and India leading the way. It is expected that most of the growth in international travel will come from Africa, Asia and the Middle East, which will enable further growth and job opportunities in these regions.
According to a 2018 economic impact report by the World Travel & Tourism Council (WTTC), India is likely to become the third largest tourism economy in the next 10 years. The total contribution by the travel and tourism industry to India''s GDP is expected to increase from USD 234.03 billion in 2017 to USD 492.21 billion in 2028.
Foreign tourist arrivals in India have grown to 10.2 Mn in 2017 compared with 8.8 Mn in 2016. India’s'' inbound growth story continued despite initial teething problems relating to the GST rollout, natural calamities, geo political situations and global recessionary trends. Improved regional air connectivity has further spurred the growth momentum of the travel Industry. Strategic tourism initiatives by the government have also been a key driver of growth.
The Financial year ended March 31, 2018 has been a special year for your Company. On a Consolidated basis, your Company posted a Profit before tax of Rs. 60,908.4 Mn (previous period Rs. 1,986.1 Mn).
- Total Income increase of 28% to Rs.112,483.4 Mn from Rs. 87,624.2 Mn
- Profit After Tax posted: Rs. 61,313.9 Mn (previous year Rs. 861.0 Mn)
On a standalone basis, the Profit / (Loss) before tax stood at Rs. 5,384.1 Mn (previous period Rs. (54.3) Mn)
- Total Income increase of 11% to Rs. 19,032.2 Mn from Rs. 17,142.4 Mn
- Profit/ (Loss) After Tax posted was Rs. 5,314.3 Mn (previous year Rs. (83.6) Mn)
As of March 31, 2018, 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 281 locations in 104 cities, 59 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, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Singapore, Thailand, Vietnam, Kenya, South Africa, Dubai, Abu Dhabi, Muscat, Qatar, Bahrain, Jordan and France (Paris) apart from its subsidiaries in Mauritius, Sri Lanka, Singapore and China (Hong Kong).
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 March 31, 2018.
The proposed dividend on the equity share capital will absorb Rs. 138.8 Mn for dividend and Rs. 28.3 Mn 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.
The above proposal for declaration of dividend forms part of the Notice of the 41st Annual General Meeting and the relevant Resolution is recommended for the members approval therein.
- Debenture Redemption Reserve
During the financial year, your Directors resolved to transfer Rs. 81.9 Mn to Debenture Redemption Reserve. During the financial year, the Company has also transferred Rs. 83.3 Mn from Debenture Redemption Reserve to General Reserve. The total Debenture Redemption Reserve stands at Rs. 252.0 Mn as on March 31, 2018.
- Capital Redemption Reserve
During the financial year, your Directors resolved to transfer Rs. 1,011.9 Mn to Capital Redemption Reserve. The total Capital Redemption Reserve stands at Rs. 1250.0 Mn as on March 31, 2018.
- General Reserve
During the financial year, the Company has transferred Rs. 83.3 Mn from Debenture Redemption Reserve and Rs. 13.6 Mn from Share option Outstanding Account to General Reserve. The total General Reserve stands at Rs. 533.9 Mn as on March 31, 2018.
Fairfax Financial Holdings Limited
The promoter of your Company, Fairbridge Capital (Mauritius) Limited ("FCML") is an indirect wholly owned 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 32 years, Fairfax has demonstrated a strong financial track record to achieve an annual compounded appreciation in book value per share of 19.5% and currently has over USD 65 Bn in consolidated assets.
Thomas Cook (India) Limited is a part of the Fairfax group. As of date hereof, the promoter holds 67.02% of the total paid up equity share capital of the Company.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
The 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 is not applicable to the Company. Further, the Company is not energy intensive. However, every effort is made to ensure optimum use of energy by using energy - efficient LED Lightings, Air Conditioners etc.
During the financial year, the foreign exchange earnings of the Company amounted to Rs. 388.4 Mn, whereas, the Company has incurred Rs. 138.5 Mn 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 there under, and therefore, no amount of principal or interest on deposit 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 therefore disclosure in Form AOC-2 is not applicable.
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 there under.
DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
- Details of Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future
There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.
- Other Order(s)
The Competition Commission of India (CCI), vide its Order dated May 21, 2014 imposed a penalty of Rs. 10 Mn on the parties to the Composite Scheme of Arrangement and Amalgamation between Sterling Holidays Resorts (India) Limited (since amalgamated), Thomas Cook Insurance Services (India) Limited (since renamed as Sterling Holiday Resorts Limited) and the Company. The parties filed an appeal with the Competition Appellate Tribunal (COMPAT) against the said Order. COMPAT by its Order admitted the appeal and set aside the impugned Order. CCI subsequently filed an Appeal against COMPAT''s impugned Order before the Hon''ble Supreme Court of India and the Hon''ble Supreme Court of India by its Order dated April 17, 2018 allowed the appeal of the CCI, set aside the Order passed by COMPAT and restored the Order passed by CCI imposing penalty of Rs. 10 Mn with no further costs.
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
During the year 2013, the Company issued and allotted 10.52% 1000 Unsecured Redeemable Non Convertible Debentures (''NCDs'') of Rs. 10 lakh each, aggregating to Rs. 1000 Mn on private placement basis. Out of total NCDs issued and allotted, 333 NCDs were redeemed on April 15, 2016 (under Tranche I), 333 NCDs were redeemed on April 15, 2017 (under Tranche II) and 334 NCDs which were outstanding as on March 31, 2018 were subsequently redeemed on April 15, 2018 (under Tranche III) in accordance with the terms of the Information Memorandum.
REDEMPTION OF NON CONVERTIBLE CUMULATIVE REDEEMABLE PREFERENCE SHARES
During the year 2015, the Company issued and allotted 8.5% 125000000 Non Convertible Cumulative Redeemable Preference Shares (''NCCRPS'') of Rs. 10 each, aggregating to Rs. 1250 Mn on private placement basis. The Company in accordance with the terms of the Information Memorandum of NCCRPS and applicable provisions of the Companies Act, 2013, Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013, and other applicable laws, rules and regulations, has successfully redeemed NCCRPS at par on December 28, 2017.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 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 March 31, 2018, 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 March 31, 2018 and of the profit 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.
- Appointment and Re-appointment
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Rules made there under and Article 116 of the Articles of Association of the Company, Mr. Chandran Ratnaswami (DIN: 00109215) Non Executive Director, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
Mr. Mahesh Iyer (DIN: 07560302), Chief Executive Officer of the Company was appointed as an Additional Director by the Board of Directors at its meeting held on May 29, 2018, with the designation of Executive Director & Chief Executive Officer for a period of five years, subject to approval of shareholders.
The members at the Extraordinary General Meeting held on September 16, 2014, approved the appointment of Mrs. Kishori Udeshi (DIN: 01344073), as an Independent Director of the Company for a period of 5 consecutive years commencing from September 16, 2014. The Securities and Exchange Board of India (SEBI) vide notification dated May
9, 2018 notified SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018. Pursuant to the said notification, under Regulation 17 to be effective from April 1, 2019, a company would be required to secure approval of the members through special resolution in order to appoint or continue with the directorship of any person as a Non Executive Director who has attained the age of seventy five (75) years. Mrs. Kishori Udeshi on October 13, 2018 shall attain seventy-five (75) years of age and accordingly, the Board of Directors vide its resolution dated May 29, 2018 approved to continue her appointment on the Board of the Company as Non Executive Director beyond 75 years of age, subject to the approval of the members.
Profile and other information of Mr. Chandran Ratnaswami as required under Regulation 36 of SEBI (Listing Obligations & 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. Brief profile and other information of Mrs. Kishori Udeshi and Mr. Mahesh Iyer are given in the Notice of the 41st Annual General Meeting of the Company.
The above proposal for appointment and re-appointment forms part of the Notice of the 41st Annual General Meeting and the relevant Resolutions are recommended for the Members approval therein.
Mr. Harsha Raghavan, Non Executive Director (DIN: 01761512) resigned from the Board with effect from close of business hours on May 24, 2018 due to his preoccupations. The Board expressed its appreciation to the outgoing Director for his valuable inputs, insights and guidance to the Company during his tenure.
- 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 of the Companies Act, 2013 and the Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
- Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of the Board as a whole, various Committees, Directors individually including 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, Eleven (11) 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
In the meetings of the Nomination & Remuneration Committee, Audit Committee and Board of Directors respectively held on May 25, 2017 Mr. Brijesh Modi was appointed as the Chief Financial Officer of the Company w.e.f. June 1, 2017 in place of Mr. Debasis Nandy, Chief Financial Officer & President - Commercial who was elevated to the position of President & Group Chief Financial Officer of Thomas Cook Group w.e.f. June 1, 2017.
Pursuant to the provisions of the section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this Report are:
Mr. Madhavan Menon, Chairman and Managing Director
Mr. Mahesh Iyer, Executive Director & Chief Executive Officer
Mr. Brijesh Modi, Chief Financial Officer
Mr. Amit Parekh, Company Secretary & Compliance Officer
The Shareholders of the Company at the 40th Annual General Meeting (AGM) held on August 2, 2017, had appointed B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022) as Statutory Auditors of the Company 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, as applicable.
Further, based on the notification issued by the Ministry of Corporate Affairs (MCA) on May 7, 2018, the requirement for ratification of appointment of Statutory Auditors by members at every Annual General Meeting (AGM) has been dispensed with under the Companies (Amendment) Act, 2017, and accordingly, the Company has not placed the matter for ratification of reappointment of Statutory Auditors before the members at the ensuing AGM.
The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company. Further, the Company has also obtained Statutory Auditors Report as per the requirement of notification issued by Reserve Bank of India from time to time in relation to downstream investments.
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 of Section 204 of the Companies Act, 2013, for conducting the Secretarial Audit for the financial year 2017-18.The Secretarial Audit Report for the financial year 2017-18 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.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (''CSR'') Committee:
In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the applicable rules made there under, the Company has a duly 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.
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: https://resources.thomascook.in/downloads/Corporate%20 Social%20Responsibility%20Policy.pdf.
CSR initiatives undertaken during the financial year 2017-18:
The Annual Report on CSR Activities undertaken by Company during the financial year 2017-18, is annexed as Annexure 2 which forms part of this Report.
During the financial year 2017-18, the Company has spent Rs. 4.6 Mn on CSR activities.
COMMITTEES OF BOARD
The Company have following committees of the Board of Directors and the details pertaining to such committees are mentioned in the Corporate Governance Report which forms part of the Annual Report.
- Audit Committee
- Nomination & Remuneration Committee
- Stakeholders Relationship Committee
- Corporate Social Responsibility Committee
- Sub-Committee of the Board
LISTING OF SECURITIES
As on the date of this report, 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 Debentures (''NCDs'')
The Company has paid the Annual Listing Fees for the financial year under review for all its listed securities to the Stock Exchanges.
CORPORATE GOVERNANCE REPORT 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 its Securities are listed. The Management Discussion and Analysis Report for the financial year 2017-18, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
For the financial year ended March 31, 2018, 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 Practicing 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, 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 Employees. 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/ WHISTLE BLOWER POLICY
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 we blink thereto is https:// resourres.thomasrook.in/downloads/Whistle%20Blower%20 Policy.pdf.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments occurred between the end of the financial year and the date of the Report affecting the financial position of the Company.
The Company has voluntarily 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 of the Companies Act, 2013 read with applicable rules made there under extract of the Annual Return of the Company in the prescribed Form MGT-9 is annexed as Annexure 4 to this Report.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR
During the financial year, companies listed in Annexure 5 to this Report have become or ceased to be the Company''s subsidiary, joint venture or associate companies.
ACQUISITIONS/ INCORPORATIONS/ OTHER CORPORATE RESTRUCTURINGS
The Company is committed to building long term shareholder value by growing the business inorganically and through acquisitions and alliances.
The Company was directly or indirectly involved in the following acquisitions, incorporations and corporate restructurings:
A. Acquisitions/ Incorporations
I. Travel Corporation (India) Limited, a wholly owned subsidiary (WOS) of the Company, on June 26, 2017 incorporated a WOS
- Horizon Travel Services LLC, USA (Horizon USA). Horizon USA on June 29, 2017, acquired identified assets (including the brand Allied T Pro) of Kuoni Destination Management USA Inc.
II. SOTC Travel Limited (formerly known as SOTC Travel Private Limited) and Travel Corporation (India) Limited, wholly owned subsidiaries of the Company on June 27, 2018 acquired 51% and 49% stake respectively in Travel Circle International (Mauritius) Limited (TCIM) a newly incorporated Joint Venture Company. Subsequently, on June 29, 2017, TCIM acquired 100% stake in identified Destination Management Specialist (DMS) entities of the Kuoni Group (located in 17 countries) from Kuoni Travel Investments Limited. The list of DMS entities acquired are mentioned in Annexure 5 of this Report under the head "Companies/ Bodies Corporate which have become Subsidiaries during the financial year 2017-18" from Sr. No. 1 to Sr. No. 21.
III. Travel Corporation (India) Limited, a wholly owned subsidiary of the Company, on June 19, 2017, subscribed to 49% of equity share capital of TCI-Go Vacation India Private Limited, a joint venture Company with DER Touristik Group which subscribed the remaining 51% of equity share capital of the Company.
IV. TC Tours Limited (formerly known as Thomas Cook Tours Limited), a wholly owned subsidiary of the Company, on October 30, 2017, acquired 100% stake in TC Travel And Services Limited from Tata Capital Limited.
V. The Company on October 30, 2017 acquired 100% stake in TC Forex Services Limited (formerly known as Tata Capital Forex Limited) from Tata Capital Limited.
B. Corporate Restructurings
I. The National Company Law Tribunal (NCLT), vide its order dated April 19, 2017, sanctioned the Composite Scheme of Arrangement and Amalgamation between SOTC Travel Services Private Limited (earlier known as Kuoni Travel (India) Private Limited), Distant Frontiers Tours Private Limited, SITA Beach Resorts Private Limited, SITA Destination Management Private Limited, SITA Holidays (India) Private Limited, SITA Holidays Resorts Private Limited and SITA Incoming (India) Private Limited), SOTC Travel Private Limited (since renamed as SOTC Travel Limited) and Travel Corporation (India) Limited. The Scheme was effective from June 1, 2017.
II. The Company, through an Offer For Sale, diluted its 5.42% investment stake in Ouess Corp Limited (Ouess). As on the date of this report, the Company holds 49.02% stake in Ouess.
III. The Company, on March 26, 2018, completed the acquisition of 100% stake in SOTC Travel Management Private Limited (formerly known as SITA Travels and Tours Private Limited) from SOTC Travel Limited (formerly known as SOTC Travel Private Limited), a wholly owned subsidiary of the Company.
IV. The Company on April 3, 2018 completed the acquisition of 100% stake in TC Travel And Services Limited from TC Tours Limited (formerly known as Thomas Cook Tours Limited), a wholly owned subsidiary of the Company.
V. The Company on April 13, 2018 subscribed to 303000 Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs. 10 each offered by Sterling Holiday Resorts Limited, a wholly owned subsidiary of the Company.
VI. The Company on April 20, 2018 completed the acquisition of balance 4.44% equity stake in Travel Corporation (India) Limited (TCI) from Sterling Holiday Resorts Limited, a wholly owned subsidiary of the Company.
VII. The Board, at its meeting held on April 23, 2018, approved the Composite Scheme of Arrangement and Amalgamation amongst Thomas Cook (India) Limited (''TCIL''), Ouess Corp Limited (''QCL''), Travel Corporation (India) Limited (''TCI''), TC Forex Services Limited (formerly known as Tata Capital Forex Limited) (''TCF''), TC Travel and Services Limited (''TCTSL'') and SOTC Travel Management Private Limited (formerly known as SITA Travels and Tours Private Limited) (''SOTC Travel'') and their respective shareholders (''the Scheme'') in accordance with the provisions of Section 230 to 232 read with Section 52, 55 and 66 of the Companies Act, 2013. The Scheme inter-alia provides:
i. Demerger of the inbound business of TCI consisting of business of handling inward foreign tourist activity from TCI into SOTC Travel;
ii. Amalgamation of residual TCI, TCF and TCTSL with TCIL; and
iii. Demerger of the Human Resource Services Business of TCIL (including shares in QCL held by TCIL) into QCL. As a part of consideration, QCL will issue its shares to the shareholders of TCIL.
The said Composite Scheme is subject to requisite statutory and regulatory approvals and sanction by the respective shareholders of each of the companies involved in the Scheme.
VIII. Horizon Travel Holdings (Singapore) Private Limited, a wholly owned subsidiary of the Company was not undertaking any business 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. January 8, 2018.
AWARDS AND ACCOLADES
The Company has been the recipient of the following prestigious awards and accolades during the financial year 2017-18:
1) Best Travel Entrepreneur of the Year - TTG Travel Awards 2017
2) Best Outbound Tour Operator - Times Travel Awards 2018
3) Leading Tour Company with cutting edge travel innovations -Times Travel Awards 2018
4) Exemplary Achievements in Visa Issuance 2015-2017 -French Ambassador''s Diamond Award
5) Best Foreign Tour Operator (South Asia) for Malaysia Tourism Awards 2016/17
6) Amazing Thailand Award 2018
7) Overall outstanding support - Global - Marriot Excellence in Partnership Award 2017-18
8) Excellence in Domestic Tour Operations - Operations more than 5 Years Award'' - SATTE Awards 2018
9) Best Risk Management Practices at the 4th edition of The ICICI Lombard-CNBC TV18 India Risk Management Awards 2018 - travel and leisure category
10) Best Companies for Women in India 2017 - Working Mother & AVTAR 100
11) Highly commended winner of the Best SWIFT Solution Award at the Adam Smith Awards Asia 2017
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company 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.
of the financial year
of the financial year
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 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 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 6 which forms part of this Report.
Statement containing Particulars of Employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5(2) and 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 & 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)
The Company after obtaining shareholders approval framed Thomas Cook Employees Stock Option Scheme 2018 - Execom (Execom ESOP 2018 Scheme) and Thomas Cook Employees Stock Option Scheme 2018 - Management (Management ESOP 2018 Scheme).
The objectives of the Schemes were as follows:
- Execom ESOP 2018 Scheme - to reward the EXECOM Employees of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company.
- Management ESOP 2018 Scheme - to motivate and retain key talent in the organisation and fostering ownership and financial motivation.
The Company has in force the following Schemes which get covered under the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014:
- Thomas Cook Employees Stock Option Plan 2007
- Thomas Cook Save As You Earn Scheme 2010
- Thomas Cook Employees Stock Option Plan 2013
- Sterling Holiday Resorts (India) Limited Employee Stock Options Scheme 2012
- Thomas Cook Employees Stock Option Scheme 2018 -Execom
- Thomas Cook Employees Stock Option Scheme 2018 -Management
During the financial year, no options were approved for grant under ESOP 2007, ESOP 2013 and SAYE Scheme 2010.
The above Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The Company has also obtained the certificate from the Statutory Auditors of the Company certifying that the Company''s Employee Stock Option Scheme(s) have been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended and in accordance with the resolutions passed by the Members.
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 June 16, 2015 are available on the Company''s website and the we blink thereto is https://resourfes.thomasmok.in/downloads/ Disclosure pursuant to SEBI(Share Based Employee Benefits) Regulations,2014 for the financial year 2017-18.pdf.
During the financial year, 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.
In accordance with Section 129 of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary and associate companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary/associate/ joint venture companies in the format prescribed under Form AOC-1 is included in the Annual Report. The said Form also highlights the financial performance of each of the subsidiaries/ associate/ joint venture companies included in the consolidated financial statements of the Company pursuant to Rule 8 of the Company (Accounts) Rules, 2014.
In accordance with the provisions of the Section 136 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 the proviso of the said section, Annual 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 Annual Financial Statements of the subsidiary companies may write to the Company Secretary & Compliance Officer of the Company.
DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy of the Company is annexed herewith as Annexure 7 and is also available on the website of the Company at www.thomascook.in.
BUSINESS RESPONSIBILITY REPORT
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report describing the initiatives undertaken by the Company from an environment, social and governance perspective forms part of the Annual Report.
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.
The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India.
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 also 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 Mahesh Iyer
Chairman & Managing Executive Director
Director & Chief Executive Officer
DIN: 00008542 DIN: 07560302
Dated: May 29, 2018
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