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To the Members,
The Directors have pleasure in presenting the Forty-Second Annual Report, together with audited financial statements for the financial year ended on March 31, 2019.
In India, travel and tourism continues to be a key contributor to the economic performance of the country. Tourism is also a potentially large employment generator besides being a significant source of foreign exchange for the country. The travel & tourism sector in India accounted for 8 per cent of the total employment opportunities generated in the country in 2017, providing employment to around 41.6 million people during the same year. The number is expected to rise by 2 per cent annum to 52.3 million jobs by 2028.
India acts as a key attraction for tourism led by its diverse cultural, historic and variety in ecology, terrains and places of natural beauty spread across the count. The sectors offers a varied portfolio of niche tourism products - cruises, adventure, medical, wellness, sports, MICE, eco-tourism, film, rural and religious tours. With India emerging as an economic powerhouse, corporate travel too has increased within the country. During 2018, Foreign Exchange Earnings (FEEs) from tourism increased 4.70 per cent year-on-year to USD 28.59 billion.
The prevalence of the Internet and the rising number of online travel companies have helped expand the Indian travel industry and empower the consumers. India is the most digitally-advanced traveller nation in terms of digital tools being used for planning, booking and experiencing a journey. India''s rising middle class and increasing disposable incomes has continued to support the growth of domestic and outbound tourism.
India is the world''s third largest travel and tourism related investment destination. In 2018 alone, USD 45.7 billion was invested in the sector, constituting 5.9% of national investment. Between 2000 and 2018, total foreign direct investment garnered by the sector was USD 12 billion. The Government of India, through the Ministry of Tourism, has launched several branding and marketing initiatives apart from programme implementations to boost travel and tourism in India.
For the financial year ended March 31, 2019, on a standalone basis, the Profit before tax stood at Rs.395.5 Mn in FY 2018-19 as compared to Rs. 5,384.1 Mn in FY 2017-18*
- Total Income increased by 19% to Rs. 23,107.9 Mn from Rs. 19,429.6 Mn
- Profit After Tax stood at Rs. 264.6 Mn in FY 2018-19 as compared to Rs. 5,314.2 Mn in FY 2017-18*.
- This is inclusive of onetime accounting gain of Rs. 5,353.6 Mn on account of Quess Corp Limited stake sale.
On a Consolidated basis, your Company posted a Profit before tax (before share of profit/loss of associate and joint venture) of Rs. 572.9 Mn in FY 2018-19 as compared to Rs. 60,741.1 Mn in FY 2017-18*.
- Total Income stood at Rs. 67,186.9 Mn in FY 2018-19 as compared to Rs. 114,115.5 Mn in FY 2017-18*.
- Profit After Tax stood at Rs. 888.3 Mn in FY 2018-19 as compared to Rs. 61,313.9 Mn in FY 2017-18*.
- results of Quess Corp Limited have been consolidated as a subsidiary upto February 28,2018 and from March 2018, it has been reclassified as an associate with its share of profits being considered accordingly.
As of March 31, 2019, your Company, along with its subsidiaries, continues to be amongst the largest integrated travel groups in India. Your company is a leading integrated transnational travel and travel related services company offering a broad spectrum of services that include Foreign Exchange, Corporate Travel, MICE, Leisure Travel, Visa and Passport services and E-Business.
Your Company along with its subsidiaries and associates has presence in countries outside India through its branches/ representative offices in USA (New York), Spain (Madrid), Japan (Osaka), China, Hungary, Portugal, Poland, Italy, Germany, Brazil, Russia, Australia, Nepal, Bhutan, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Singapore, Thailand, Vietnam, Kenya, South Africa, Dubai, Abu Dhabi, Oman, Jordan, France (Paris), Mauritius Sri Lanka and Hong Kong.
Your Company (exclusive of its subsidiaries) operates through 336 locations and along with the subsidiaries, the network spans over 583 locations in 169 cities, over 150 Preferred Sales Agents and 199 Franchise Partner outlets to have a wider spread and network across the country.
The Directors recommend dividend for approval of the members on Equity shares @ 37.5% (i.e. Rs. 0.375 per equity share of Re. 1/- each) for the financial year ended March 31, 2019.
The proposed dividend on the equity share capital will absorb Rs. 139.0 Mn for dividend and Rs. 28.5 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 42nd Annual General Meeting and the relevant Resolution is recommended for the members'' approval therein.
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 were redeemed on April 16, 2018 (under Tranche III) in accordance with the terms of the Information Memorandum.
During the financial year 2015-16, the Company issued & allotted 9.37% 1000 Unsecured Redeemable Non Convertible Debentures (''NCDs'') of Rs. 10 lakh each, aggregating to Rs. 1000 Mn on Private placement basis. Out of total the NCDs issued and allotted, 330 NCDs (under Series I) were redeemed on its due date August 31, 2018 and for the balance 670 NCDs (under Series II and III), after securing necessary approvals, were redeemed early on September 24, 2018 along with interest accrued there on. Further the Company transferred Rs. 333.3 Mn from Debenture Redemption Reserve to General Reserve.
As on March 31, 2019, there were no outstanding NCDs of the Company. Further, total Debenture Redemption Reserve stands NIL as on March 31, 2019.
During the financial year, the Company has transferred Rs. 333.3 Mn from Debenture Redemption Reserve and Rs. 7.2 Mn from Share option Outstanding Account to General Reserve. The total General Reserve stands at Rs. 874.3 Mn as on March 31, 2019.
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 and casualty insurance and reinsurance and the associate 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 33 years, Fairfax has demonstrated a strong financial track record to achieve an annual compounded appreciation in book value per share of 18.7% and currently has over USD 64 Bn in consolidated assets.
Thomas Cook (India) Limited is a part of the Fairfax group. As of date hereof, the promoter holds 66.93% of the total paid up equity share capital of the Company.
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 thereunder, 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. Therefore disclosure in Form AOC-2 is not applicable to the Company.
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 Investment are given in the Corporate Governance Report which forms part of the Annual Report.
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, 2019, 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, 2019 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, Re-appointment and Remuneration
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. Mahesh Iyer (DIN: 07560302) Executive Director and Chief Executive Officer, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
Mr. Sumit Maheshwari (DIN: 06920646) was appointed as Additional Non Executive Director by the Board of Directors of the Company at its meeting held on September 27, 2018. As an Additional Director, he holds office up to the date of the ensuing Annual General Meeting of the Company. Accordingly, Mr. Sumit Maheshwari is proposed to be appointed as Non Executive Director liable to retire by rotation at the ensuing Annual General Meeting.
Mrs. Kishori Udeshi, Non Executive Independent Director of the Company will be completing her first term as Independent Director on September 15, 2019. Pursuant to the provisions of Companies Act, 2013, Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors vide resolution dated May 27, 2019, approved the re-appointed Mrs. Kishori Udeshi as Non Executive Independent Director for a second term w.e.f. September 16, 2019 up to September 15, 2024 or till such earlier date to conform with the policy on corporate governance of the Company, subject to the approval of the members of the Company by special resolution.
Pursuant to the SEBI notification dated May 9, 2018 effective from April 1, 2019, a company is 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. Mr. Sunil Mathur will be attaining 75 years of age on October 11, 2019, thereby based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors vide resolution dated May 27, 2019 approved the continuation of his Directorship on the Board of the Company till the expiry of his tenure as an Non Executive Independent Director as per the original term of appointment i.e. till December 22, 2020, subject to the approval of the members.
Profile and other information of Mr. Mahesh Iyer, Mr. Sumit Maheshwari, Mrs. Kishori Udeshi and Mr. Sunil Mathur as required under Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given in the Corporate Governance Report which forms part of the Annual Report.
The members of the Company in accordance with the provisions of Part B of Section II of Part II of Schedule V of the Companies Act, 2013, at the AGM of the Company held on August 2, 2017 ratified the payment of remuneration for the period from September 12, 2016 to March 31, 2017 and approved payment of remuneration from April 1, 2017 to August 31, 2019 as payment of minimum remuneration in the event of no profit or inadequate profit. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee has approved and proposed to the Members vide resolution dated May 27, 2019 for payment of remuneration to Mr. Menon for the remainder term of his office from September 1, 2019 to February 29, 2020.
The above proposals forms part of the Notice of the 42nd 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 Regulation 16(1)(b) and other applicable regulations, if any, of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.
- Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated. Further, the Independent Directors in the said meeting had also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The performance evaluation of the board was based on the criteria such as the board composition and structure, information and functioning, succession planning, strategic planning, etc.
The performance evaluation of the Committees was based on the criteria such as Structure of the Committee and meetings, effectiveness of committee meetings, frequency of the meetings, etc.
The performance evaluation of the Directors was based on the criteria such as experience, knowledge and competency, governance, safeguarding the interests of all stakeholders, etc.
The performance of the Independent Directors was based on the criteria such as time devoted and attention given to professional obligations for independent decision making and acting in the best interest of the Company, strategic guidance to the Company and help in determining important policies etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 which is duly observed while carrying the respective evaluation.
- Number of Board Meetings during the financial year
During the financial year, Nine (9) 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
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.
Further, vide Ministry of Corporate Affairs (MCA) notification dated May 7, 2018, the requirement for ratification of appointment of Statutory Auditors by members at every AGM has been dispensed with. Accordingly, no such item has been considered in the 42nd AGM Notice.
The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company. Further, in compliance with the RBI requirements the Company has obtained Statutory Auditors Report in relation to downstream investments.
The Board of Directors 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 read with the Rules made there under, for conducting the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year 2018-19 does not contain any adverse remark, qualification or reservation. The Secretarial Audit Report is annexed as Annexure 1 which forms part of this Report.
Cost Records and Audit
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
DETAILS OF FRAUDS REPORTED BY AUDITORS
There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.
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 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://resourres.thomasrook.in/downloads/TCIL CORPORATE SOCIAL RESPONSIBILITY POLICY 2.0.pdf
CSR initiatives undertaken during the financial year 2018-19
The Annual Report on CSR Activities undertaken by Company during the financial year 2018-19, is annexed as Annexure 2 which forms part of this Report.
During the financial year 2018-19, the Company has spent Rs. 1.5 Mn on CSR activities.
COMMITTEES OF BOARD
The Company has the 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 cum Risk Management 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 Equity Shares listed on the following Stock Exchanges:
i. BSE Limited and
ii. The National Stock Exchange of India Limited
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 2018-19, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
For the financial year ended March 31, 2019, 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 Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.
During the year under review, the Company has revised the Nomination cum Remuneration Policy, in accordance with the amendments to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The salient features of the Policy as approved by the Board and amended from time to time are as follows:
i. Appointment of the Directors and Key Managerial Personnel of the Company.
ii. Fixation of the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.
iii. Formulate a criterion for determining qualifications, positive attributes and independence of a director.
iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors.
v. To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.
vi. Undertake any other matters as the Board may decide from time to time.
The Nomination cum Remuneration Policy of the Company is available on the website of the Company at https://resources. thomascook.in/downloads/Whistle Blower Policy 01 04 2019 final.pdf
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 weblink thereto is https://resources.thomascook.in/downloads/Whistle Blower Policy 01 04 2019 final.pdf.
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, the Company takes every effort 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.463.1 Mn, whereas, the Company has incurred Rs. 156.4 Mn as expenditure in foreign currencies towards interest, bank charges, license fees, professional fees, travelling, subscriptions etc
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 Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandated the top 500 listed companies based on their market capitalization to have Risk Management Committee and accordingly to adopt Risk Management Policy. However, the Company had a risk management policy in place. The risk management related functions were overseen by the Audit Committee. Pursuant to said Regulation effective from April 1, 2019, the risk management functions have been included in the Audit cum Risk Management Committee Charter and the nomenclature of the Audit Committee has been changed to Audit cum Risk Management Committee effective from April 1, 2019.
The Company has adequate Risk Management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level.
There are no risks which in the opinion of the Board threaten the existence of the Company. The details and the process of the Risk Management as implemented in the Company are provided as part of Management Discussion and Analysis which forms part of this Report.
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 3 to this Report and is also available on the website of the Company at https://resources.thomascook.in/downloads/Form MGT-9 Extract of Annual Return for the Financial Year 2018-19.pdf.
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 4 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 Circle International (Mauritius) Limited, a wholly owned subsidiary of the Company has entered into an agreement on February 25, 2019 to acquire and has subsequently acquired 51% stake in DEI Holdings Limited, an entity registered in Jebel Ali Free Zone (JAFZA) Dubai, UAE along with its subsidiaries.
II. Travel Corporation (India) Limited, a wholly owned subsidiary of the Company has entered into an agreement on February 25, 2019 to acquire 51% stake in BDC Digiphoto Imaging Solutions Private Limited, Mumbai.
III. Horizon Travel Services LLC, a wholly owned subsidiary of the Company has entered into an agreement on February 25, 2019 to acquire 51% stake in Digiphoto Entertainment Imaging LLC, USA.
IV. TC Tours Limited, a wholly owned subsidiary of the Company on entered into a definitive agreement October 5, 2018 to subscribe Compulsorily Convertible Preference Shares (CCPS) of TravelJunkie Solutions Private Limited in tranches resulting into 24% stake in the Company on fulfillment of such terms and conditions as mutually agreeable between the parties. Two tranches have been completed on November 27, 2018 and May 2, 2019 resulting in 21.39% holding as of date.
V. Asian Trails Holding Limited, a subsidiary of the Company has incorporated a Joint Venture Company named Thomas Cook IN Destination (Thailand) Limited with a 49% preferred share capital of that Company.
VI. 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.
VII. Asian Trails International Travel Services (Beijing) Limited, a subsidiary of the Company has incorporated a Joint Venture Company named ATC Travel Services (Beijing) Ltd by investing in 70% stake of that Company.
B. Corporate Restructurings
I. The Company on April 3, 2018 completed the acquisition of 100% stake in TC Travel Services Limited (formerly known as TC Travel and Services Limited) from TC Tours Limited, a wholly owned subsidiary of the Company.
II. 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.
III. The Board, at its meeting held on April 23, 2018 and which was further amended on December 19, 2019, approved the Composite Scheme of Arrangement and Amalgamation amongst Thomas Cook (India) Limited (''TCIL''), Quess Corp Limited (''QCL''), Travel Corporation (India) Limited (''TCI''), TC Forex Services Limited (formerly known as Tata Capital Forex Limited) (''TCF''), TC Travel Services Limited (formerly known as 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 its issue 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.
AWARDS AND ACCOLADES
The Company has been the recipient of the following prestigious awards and accolades during the financial year 2018-19:
1. Best Tour Operator (International) at Times Travel Awards 2019
2. Hong Kong MICE Top Agent Awards program (TAAP Awards) 2018
3. The French Ambassador''s Award for Exemplary Achievements in Visa Issuance- 2015 to 2018
4. Best Risk Management Framework, Systems, and Governance
- Travel and Leisure 2019 (presented by ICICI Lombard and CNBC-TV18)
5. Best Cash Management Solution - India in The Asset Triple A Treasury, Trade, Supply Chain & Risk Management Awards 2018 (By ASSET Hong Kong)
6. Digixx 2018 - Silver Award in Insight and Research
7. Digixx 2018 - Silver Award in Social media Digital campaign
8. Top Agent and Outstanding Contribution Awards 2018:
International Airlines: Singapore Airlines, Qantas Platinum Club Award, Scoot, Air Seychelles, Air China, Ethiopian Airlines, Thai Airways, Air Seychelles, Jazeera Airways, Oman Air
Domestic Airlines: Air India, Air Asia, Indigo, Go Air
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.
the financial year
Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
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 5 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 up to 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) and Thomas Cook Employees Stock Option Scheme 2018- Management (Management ESOP 2018).
The objectives of the Schemes were as follows:
- Execom ESOP 2018 - 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 - 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 (ESOP 2007)
- Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010)
- Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013)
- Sterling Holiday Resorts (India) Limited Employee Stock Options Scheme 2012 (SHRL ESOP 2012)
- Thomas Cook Employees Stock Option Scheme 2018 - Execom (Execom ESOP 2018)
- Thomas Cook Employees Stock Option Scheme 2018-Management (Management ESOP 2018)
During the financial year, options were granted under the following ESOP Schemes of the Company:
- 231965 options under ESOP 2013
- 1747692 options under Execom ESOP 2018
- 1850539 options granted under Management ESOP 2018.
No options were approved for grant under ESOP 2007 and SAYE Scheme 2010.
The above Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended. 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 weblink thereto is https://resources.thomascook.in/downloads/ Disclosure pursuant to SEBI(Share-Based-Employee-Benefits) Regulations 2014 for the financial year 2018-19.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.
SUBSIDIARY AND ASSOCIATE COMPANIES
In accordance with Section 129 of the Companies Act, 2013, read with the Rules made there under, 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 and associates companies included in the consolidated financial statements of the Company.
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 6 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 Company has embarked its journey of the Integrated Reporting framework prescribed by the International Integrated Reporting Council (IIRC). We are taking our first step to move to Integrated
Reporting in line with our continuous commitment to voluntarily disclose more information. Through this Report, we aspire to provide our stakeholders an all-inclusive depiction of the organization''s value creation using both financial and non-financial resources. The Report strives to provide insights into our key strategies, operating environment, the operating risk and opportunities, governance structure and the Company''s approach towards long-term substantiality.
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 27, 2019