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Thomas Cook (India)
BSE: 500413|NSE: THOMASCOOK|ISIN: INE332A01027|SECTOR: Miscellaneous
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Explore Thomas Cook connections « Dec 09
Notes to Accounts Year End : Dec '10
(a) Estimated amount of contracts remaining to be executed on capital
 account and not provided for Rs. 12,326,038 (Previous YearRs. 5,306,211).
 
                                      As at          As at
                             31st December, 2010    31st December, 2009
                                     Rupees           Rupees
 
 (b) Contingent Liabilities
 
 (i) Claims against the Company 
 not acknowledged as debts:
 
 Demand from Bombay Electricity 
 Supply and Transport
 (BEST) for Electricity              1,961,083        1,961,083
 
 (ii) Disputed Income-tax Demands        -           57,600,535
 
 (iii) Disputed Service Tax Demands 686,383,970     238,730,410
 
 (iv) Disputed Demand for increase 
 in rent raised by Brihanmumbai
 Municipal Corporation               41,346,200      37,211,580
 
 (v)  Disputed Value Added
  Tax Demands                         3,182,594           --
 
 (vi) Corporate Guarantee given to 
 a bank for the credit facilities
 extended by the said bank to Thomas 
 Cook (Mauritius) Operations
 Company Limited                         -           69,795,000
 
 Note:
 
 Future cash outflows in respect of (i) to (v) above are determinable
 only on receipt of judgements/decisions pending with various
 forums/authorities.
 
 (c) The tax year for the Company being the year ending 31st March, the
 provision for taxation for the year is the aggregate of the provision
 made for the three months ended 31st March, 2010 and the provision
 based on the figures for the remaining nine months up to 31st December,
 2010, the ultimate tax liability of which will be determined on the
 basis of the figures for the period 1st April, 2010 to 31st March,
 2011.
 
 (d) Micro and Small Scale Business Entities
 
 There are no Micro and Small Enterprises, to whom the Company owes
 dues, which are outstanding as at 31st December, 2010. This information
 as required to be disclosed under the Micro, Small and Medium
 Enterprises Development Act, 2006 has been determined to the extent
 such parties have been identified on the basis of information available
 with the Company.  This has been relied upon by the auditors.
 
 (i) Related Party Disclosures
 
 (A) Enterprises where control exists (i) Holding Company
 
 TCIM Limited, UK holds 55.77% of Equity Shares of the Company. Thomas
 Cook UK Limited, the Holding Company of TCIM Limited, UK owns 21.41% of
 Equity Shares of the Company. Thomas Cook UK Limited is a step down
 subsidiary of Thomas Cook Group pic, the ultimate holding company.
 
 (ii) Subsidiary Companies
 
 Travel Corporation (India) Limited
 
 Thomas Cook Insurance Services (India) Limited
 
 Indian Horizon Travel and Tours Limited
 
 Thomas Cook Tours Limited
 
 Thomas Cook (Mauritius) Holding Company Limited
 
 Thomas Cook (Mauritius) Operations Company Limited
 
 Thomas Cook (Mauritius) Holidays Limited
 
 Thomas Cook (Mauritius) Travel Limited
 
 (B) Other Related Parties with whom the Company had transactions during
 the year
 
 (i) Fellow Subsidiaries
 
 Thomas Cook AG, Germany Thomas Cook Tour Operations Limited, UK Thomas
 Cook Signature Limited, UK Thomas Cook Reisen, Germany Neckermann
 Reisen, Germany Thomas Cook Overseas Limited, Egypt
 
 (ii) Key Management Personnel
 
 Madhavan Menon Vinayak K. Purohit Rakshit Desai Amitabh Pandey Dr.
 Prasanth Nair R. R. Kenkare
 
 (iii) Relatives of Key Managemenl Personnel
 
 Lili Menon
 
 (d) Revenue includes:
 
 (i) Brokerage and Incentives paid netted off Rs. 368,774,136 (Previous
 Year Rs. 243,486,572).
 
 (ii) Exchange loss on revaluation of Nostra and other Bank Accounts
 used for holding foreign currency for travel business Rs. 36,210,634
 (Previous YearRs. 10,913,354).
 
 (e) The Company had considered Non-Compete Fees amounting to Rs.
 220,000,000 paid during the financial year ended 31st December, 2007 as
 an allowable expenditure for the purpose of computing the provision for
 tax. In the current year, the Company has received an assessment order
 from the Income Tax authorities in respect of the assessment year
 2007-08. This order has allowed the deduction of non compete fees of Rs.
 220,000,000 prorated equally over assessment years 2007-08, 2008-09 &
 2009-10 respectively.  The necessary adjustments for the year wise
 provision for tax have been made in the books of account.
 
 (f) Employee Stock Options:
 
 Thomas Cook Employees Stock Option Plan -2007.
 
 The Company has established an Employee Stock Option Plan called
 -Thomas Cook Employees Stock Option Plan - 2007. The same has been
 approved by a Special Resolution passed by the Shareholders by a Postal
 Ballot on 23rd March, 2007.
 
 The Scheme is in accordance with the provisions of Securities and
 Exchange Board of India (SEBI) - (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines,1999. The exercise price is
 as governed by the guidelines issued by SEBI.
 
 The objectives of this plan are:
 
 (a) Motivate talent in the organization with a view to achieve
 long-term business goals.
 
 (b) Retain key talent in the organization
 
 (c) Foster ownership and motivation.
 
 The grant of options to employees under the stock option scheme is on
 the basis of their performance and other eligibility criteria.  Each
 option will entitle the participant to one equity share of Thomas Cook
 (India) Limited. The unvested options shall vest with the participant
 in 3 equal annual installments on each of the anniversaries from the
 Grant Date.
 
 Thomas Cook Save As You Earn (SAYE) - 2010.
 
 Further to the Thomas Cook Employees Stock Option Plan - 2007, the
 Company has established a Thomas Cook Save As You Earn (SAYE), Scheme -
 2010. The SAYE scheme has been approved by a Special Resolution passed
 on 14th December, 2010, by the shareholders by means of a Postal Ballot
 and shall be effective from that date. SAYE is a Monthly Savings
 Contribution Scheme available to all employees of Thomas Cook (India)
 Limited and its subsidiaries provided that they have completed at least
 6 months in the organization.
 
 The objectives of the SAYE Scheme - 2010 are same as Thomas Cook
 Employees Stock Option Plan - 2007.
 
 SAYE 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 TCIL at
 the predetermined Exercise Price or withdraw the Monthly Savings
 Contributions along with Interest accrued.
 
 Each option will entitle the participant to one equity share of Thomas
 Cook (India) Limited. The maximum number of options granted per
 participant per grant will not exceed 200,000 (Two Hundred Thousand)
 shares. The maximum number of shares that may be issued/ transferred
 pursuant to the exercise of options granted under the SAYE scheme shall
 not exceed 3,000,000 (Three Million) shares.
 
 Vesting under the scheme is linked to the continued association with
 the Group. The options would vest only when an employee has completed
 the committed 36 monthly contributions. The exercise period would not
 be more than one month from the date of vesting.
 
 (g) Exceptional Item represents Rs. 100,000,000 received as compensation
 towards termination of Non-Compete Agreement for the LKP Forex
 Acquisition.
 
 (h) Payroll cost and other expenses are net of reimbursement from
 Travel Corporation (India) Limited towards common expenses incurred for
 Leisure Inbound business aggregating to Rs. 53,957,769.
 
 (i) Derivative Instruments
 
 The Company uses Forward Exchange Contracts to hedge against its
 foreign currency exposures related to the underlying transactions and
 firm commitments. The Company does not enter into any derivative
 instruments for trading or speculative purposes.
 
 (j) Employees of the Company and other parties misappropriated assets
 aggregating to Rs. 5,620,000 (Previous Year Rs. 4,987,000) during the year.
 The Company has recovered Rs 350,000 so far .The cases are under
 investigation and Company has taken steps for recovering the balance
 amount.
 
 (k) During the year ended 3Tst December, 2009, the Management had
 reviewed the operations of its various divisions and branches, and
 based on this review the Management has restructured its
 businesses/branches and centralised travel operation, thereby incurred
 a personnel cost of Rs. 79,034,878.
 
 (l) Previous year figures have been regrouped where necessary.
Source : Dion Global Solutions Limited
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