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