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  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