(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.
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