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Thomas Cook (India) Ltd.

BSE: 500413 Sector: Services
NSE: THOMASCOOK ISIN Code: INE332A01027
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OPEN 73.25
CLOSE 75.30
VOLUME 58306
52-Week high 91.35
52-Week low 54.00
P/E
Mkt Cap.(Rs cr) 3,481
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Thomas Cook (India) Ltd. (THOMASCOOK) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Forty-Fourth AnnualReport together with audited financial statements for the financial year ended on March31 2021.

OVERVIEW

For several years as a result of higher disposable incomestechnological advances the travel and tourism industry has sustained its growth emergingas one of the leading contributors to the economy. However due to the Covid-19catastrophic changes happened across the globe with international arrivals falling by onebillion (74%) in 2020 over 2019 leading to an overall estimated damage of over 11 timeslarger than in 2009 in the wake of the global financial crisis.

The share of the travel and tourism sector in the GDP reduced by 120basis points to 4.7% in 2020 from 6.9% in 2019 due to the impact of the coronaviruspandemic that led to a de-growth of over 36% in the sector according to data from theWorld Travel and Tourism Council.

At the start of the Covid-19 pandemic the virus spread with alarmingspeed infecting millions and bringing economic activity to a near-standstill as countriesimposed tight restrictions on movement to change the way we live and the way we travel.The Covid-19 pandemic had decimated the global tourism sector in 2020 with the industryvirtually coming to a standstill.

The pandemic continues to create challenges for international tourismwith stakeholders forced to assess the health risks at the destination quarantiningmandates border policies and domestic restrictions such as the opening of restaurantsand tourist sites. Adding to the uncertainty are changes in infection rates and thepresence of variants.

The lockdowns and restrictions imposed on various activities due toCovid-19 pandemic have posed challenges to all the businesses of the Company and itssubsidiaries and associates. The initial lockdown guidelines issued by Central/Stategovernments mandated cessation of air traffic and other forms of public transport as wellas closure of hotel operations; while these restrictions have been relaxed over the pastfew quarters the second wave of the pandemic has been a serious hindrance tonormalisation of business in India.

Government Initiatives

India is one of the largest travel & tourism markets in the world.It offers diverse tourism options such as cruises adventure medical wellness sportsMICE eco-tourism film rural and religious travel. India has been recognised as aspiritual tourist destination by domestic and international visitors. India ranked 34th inthe Travel & Tourism Competitiveness Report 2019 published by the World EconomicForum.

During the year many governments across the world including India haveannounced relief packages to revive tourism. The initiatives of the Government of Indiaespecially are expected to help the stakeholders in the sector. These measures are likelyto infuse the required liquidity to support in operations in near-term which couldnormalise the industry.

The travel industry is feeling optimistic again as vaccinations getunder way and pent-up demand resurfaces. Several countries are considering easing Covid-19travel restrictions as vaccination drives gain traction. In India too the vaccinationstrategy has been accelerated with gusto. While the Company was able to restart itsforeign exchange segment as early as April 2020 business in the domestic ticketing andleisure travel segment could restart in the latter half of the year in India. Further insome of the territories where the Group operates notably the Middle East the businessvolumes have started picking up. The Company expects operations to normalise in a phasedmanner after the lockdown is fully lifted a sizeable portion of the population getsvaccinated and the confidence of corporates / travellers is restored.

PERFORMANCE HIGHLIGHTS

During the financial year ended March 31 2021 on standalone basisthe (Loss)/ Profit before Tax stood at Rs. (563.6) Mn (previous year) Rs. 217.6 Mn).

• Total Income decreased by 85.5% to Rs. 3186.2 Mn from Rs.21905.3 Mn

• (Loss) / Profit After Tax was Rs. (145.0) Mn [previous year Rs.(249.1) Mn]

On a Consolidated basis your Company posted a (Loss) / Profit BeforeTax of Rs. (4164.5) Mn (previous year Rs. 686.4 Mn).

• Total Income stood at Rs. (9457.4) Mn (previous year Rs.69483.0 Mn)

• (Loss) / Profit After Tax was Rs. (2952.0) Mn [previous yearRs.(176.5) Mn]

The performance of FY 2021 is reflective of the impact of Covid-19. Thelockdown and restrictions imposed on various activities due to Covid-19 pandemic haveposed challenges to all the business of the Company its subsidiaries and associates.However the Company has been able to restart some of its business in the foreign exchangeand domestic ticketing and leisure travel segment in India.

EXTENSIVE NETWORK

As of March 31 2021 your Company along with its subsidiariescontinues to be amongst the largest integrated travel groups in India. Your Company is aleading integrated transnational travel and travel related services company offering abroad spectrum of services that include Foreign Exchange Corporate Travel MICE LeisureTravel Value Added Services Visa and Passport services and E-Business.

Your Company along with its subsidiaries has presence in countriesoutside India through its branches/representative offices in USA (New York) Spain(Madrid) UK (London) Japan (Tokyo) China (Beijing) Hungary Portugal Poland ItalyGermany Brazil Russia Australia Nepal Bhutan Cambodia Indonesia Laos Malaysia

Myanmar Singapore Thailand Vietnam Kenya South Africa Dubai AbuDhabi Oman Jordan and France (Paris) apart from its subsidiaries in Mauritius SriLanka Singapore and China (Hong Kong).

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company.Your Company continues to be in the business of Travel and Travel related services.

DIVIDEND

The Board thought it fit to conserve cash for continuing its businessoperations smoothly as far as may be given the uncertainties associated with the natureof Covid-19 pandemic and its duration and therefore did not recommend any dividend forthe financial year 2020-21.

GENERAL RESERVE

During the financial year the Company has transferred Rs. 3.7 Mn fromShare Option Outstanding Account to General Reserve. The total General Reserve stands atRs. 1158.6 Mn as on March 31 2021.

PROMOTERS

 

Fairfax Financial Holdings Limited

The promoter of your Company Fairbridge Capital (Mauritius) Limited("FCML") is an indirect wholly-owned subsidiary of Fairfax Financial HoldingsLimited ("Fairfax") a company incorporated under the laws of Canada.

Fairfax is a holding company which through its subsidiaries isengaged in property and casualty insurance and reinsurance and the associated investmentmanagement. Fairfax was founded in 1985 by the present Chair and Chief Executive OfficerMr. Prem Watsa. Fairfax has been under present management since 1985 and is headquarteredin Toronto Canada. Its common shares are listed on the Toronto Stock Exchange. Fairfax'scorporate objective is to achieve a high rate of return on invested capital and buildlongterm shareholder value. Since 1985 Fairfax has demonstrated a strong financial trackrecord to achieve an annual compounded appreciation in book value per share of 17.9% andcurrently has over USD 74 Bn in consolidated assets.

Thomas Cook (India) Limited is a part of the Fairfax group. As of thedate hereof the promoter holds 65.60% of the total paid up equity share capital of theCompany and 100% of the total paid up preference share capital of the Company.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT 2013

During the financial year the Company has not accepted any depositswithin the meaning of Section 73 & 76 of the Companies Act 2013 read with the Rulesmade thereunder and therefore no amount of principal or interest on deposit wasoutstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year all the transactions with related partieswere in the ordinary course of business and on an arm's length basis; and there were nomaterial contracts or arrangements or transactions at arm's length basis or otherwise.Therefore disclosure in Form AOC-2 is not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONSIN FUTURE

There were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status of the Company and itsoperations in future.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of Loans Guarantees and Investments are given in theCorporate Governance Report which forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 with respect toDirectors' Responsibility Statement it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards have been followed and therewere no material departures;

ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as on March 31 2021and of the loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concernbasis;

v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

vi) the Directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

DIRECTORS

Appointment and Re-appointment

In accordance with the provisions of Section 152 of the Companies Act2013 read with the Rules made there under and Article 116 of the Articles of Associationof the Company Mr. Sumit Maheshwari (DIN: 06920646) Non-Executive Director retires byrotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for re-appointment. Mr. Sumit Maheshwari is not debarred from holding of office ofDirector pursuant to any Securities and Exchange Board of India Order or any other suchauthority.

The Board at its meeting held on 11th November 2020 approved there-appointment of Mr. Sunil Mathur (DIN: 00013239) and Mr. Nilesh Vikamsey (DIN: 00031213)for the second term as the Non-Executive Independent Directors of the Company and theShareholders at their Extra-Ordinary General Meeting held on 26th March 2021 have approvedtheir re-appointment as the NonExecutive Independent Directors with effect from 23rdDecember 2020 to 22nd December 2025.

Key Changes between the end of the financial year and the date of theReport

The Board at its meeting held on 27th May 2021 approved theappointment/re-designation of the following:

> Appointment of Mrs. Sharmila A. Karve (DIN: 05018751) as anNon-Executive & Independent Director for a term of five (5) consecutive years subjectto the approval of members at the ensuing Annual General Meeting with effect from 29thMay 2021 upto 28th May 2026.

> Appointment of Mr. Gopalakrishnan Soundarajan (DIN: 05242795) asAdditional Director (Non-Executive Director) with effect from 29th May 2021.

> Appointment of Mrs. Kishori Udeshi (DIN: 01344073) IndependentDirector as Chairperson of the Board and General meetings of the Company with effect from29th May 2021.

> Re-designation of Mr. Madhavan Menon (DIN: 00008542) as ManagingDirector of the Company to proactively comply with the requirements of recommendations ofKotak Committee Report on Corporate Governance on separate role of Chairman and ManagingDirector's positions and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended with effect from 29th May 2021.

Declaration of Independence

The Company has received necessary declarations from all theIndependent Directors on the Board of the Company confirming that they meet the criteriaof Independence as prescribed under Section 149 of the Companies Act 2013 and the Rulesmade there under and Regulation 16(1)(b) and other applicable regulations if any of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amended.The Independent Directors have also confirmed that they are not aware of any circumstanceor situation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties.

Further the Independent Directors have also submitted theirdeclaration in compliance with the provision of Rule 6(3) of Companies (Appointment andQualification of Directors) Rules 2014 as amended which mandated the inclusion of anIndependent Director's name in the data bank of persons offering to become IndependentDirectors of Indian Institute of Corporate Affairs ("IICA") for a period of oneyear or five years or life time till they continue to hold the office of an independentdirector and also completed the online proficiency test conducted by Indian Institute ofCorporate Affairs wherever applicable.

The Board of Directors based on the declaration(s) received from theIndependent Directors have verified the veracity of such disclosures and confirm that theIndependent Directors fulfill the conditions of independence specified in the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act2013 as amended and are independent of the management of the Company.

In the opinion of the Board all the independent directors are personspossessing attributes of integrity expertise and experience as required under theapplicable laws rules and regulations.

The Company has issued letters of appointment/ re-appointment toIndependent Directors in the manner as provided under Companies Act 2013. The terms andconditions of the said appointment are hosted on website of the Company.

Familiarization program for Independent Directors

Your Company has in place the familiarisation programme for IndependentDirectors with regard to their role duties and responsibilities nature of the industryin which the Company operates business / operating model of the Company etc. The BoardMembers are provided with all necessary documents/ reports and internal policies to enablethem to familiarise with the Company's procedures and practices. The details of thetraining and familiarization program are provided in the Corporate Governance Reportwhich forms part of the Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theCompanies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

In a separate meeting of independent directors performance ofnon-independent directors the board as a whole and the Chairman of the Company wasevaluated. Further the Independent Directors in the said meeting had also assessed thequality quantity and timeliness of flow of information between the Company management andthe Board.

Performance evaluation of independent directors was done by the entireboard excluding the independent director being evaluated.

The performance evaluation of the board was based on the criteria suchas the board composition and structure information and functioning succession planningstrategic planning etc.

The performance evaluation of the Committees was based on the criteriasuch as Structure of the Committee and meetings effectiveness of committee meetingsfrequency of the meetings etc.

The performance evaluation of the Directors was based on the criteriasuch as experience knowledge and competency governance safeguarding the interests ofall stakeholders etc.

The performance of the Independent Directors was based on the criteriasuch as time devoted and attention given to professional obligations for independentdecision making and acting in the best interest of the Company strategic guidance to theCompany and help in determining important policies etc.

The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on January 5 2017.

Further the said criteria were also mentioned in the rating sheetswhich were filled by each of the Directors during the financial year with regard to theabovementioned performance evaluations.

Number of Board Meetings during the financial year

During the financial year seven (7) meetings of the Board of Directorswere held the details of which are given in the Corporate Governance Report of theCompany which forms part of the Annual Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Section 203 of the Companies Act2013 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 Board at its meeting held on 27th May 2021 approved there-designation of Mr. Madhavan Menon (DIN: 00008542) as Managing Director of the Companyto proactively comply with the requirements of recommendations of Kotak Committee Reporton Corporate Governance on separate role of Chairman and Managing Director's positions andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended witheffect from 29th May 2021.

AUDITORS

Statutory Auditors

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 aperiod of 5 years commencing from the conclusion of 40th AGM till the conclusion of the45th AGM.

Further vide Ministry of Corporate Affairs (MCA) notification datedMay 7 2018 the requirement for ratification of appointment of Statutory Auditors bymembers at every AGM has been dispensed with. Accordingly no such item has beenconsidered in the 44th AGM Notice.

The Statutory Auditors Report does not contain any qualificationsreservations or adverse remarks on the financial statements of the Company. Further theCompany is in compliance with RBI Regulations on Downstream Investments issued from timeto time and no qualifications were made by the Statutory Auditors in this regard.

Secretarial Auditor

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 theCompany under of Section 204 of the Companies Act 2013 read with the Rules madethereunder for conducting the Secretarial Audit for the financial year 2020-21. TheSecretarial Audit Report for the financial year 2020-21 does not contain any adverseremark qualification or reservation. The Secretarial Audit Report is annexed as Annexure1 which forms part of this Report.

Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under theprovisions 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 CompaniesAct 2013 read with the applicable rules made there under the Company has a dulyconstituted CSR Committee. The details of the Committee are provided in the CorporateGovernance Report of the Company which forms part of the Annual Report.

CSR Policy

The contents of the CSR Policy of the Company as approved by the Boardin its meeting held on 27th May 2021 on the recommendation of the CSRCommittee is available on the website of the Company and can be accessed through the weblink at https://resources. thomascook.in/downloads/Thomas Cook CSR Policy 200521.pdf.

The Company amended the existing CSR Policy to align it with the recentamendments in the provisions of the Section 135 of the Companies Act 2013 and theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021. Accordingly thenecessary changes were made to the Policy with respect to defining the focus areasconcept of unspent CSR funds set off of excess CSR spend etc in line with the Amendmentsmade.

CSR initiatives undertaken during the financial year 2020-21

The Annual Report on CSR Activities undertaken by the Company duringthe financial year 2020-21 is annexed as Annexure 2 which forms part of thisReport.

As per the statutory requirement the total amount to be spent on CSRobligation for the financial year is Rs.3727613 and the actual amount spent isRs.9319032 i.e. Rs.5591419 over and above the prescribed CSR expenditure.

COMMITTEES OF THE BOARD

The Company has the following committees of the Board of Directors andthe details pertaining to such committees are mentioned in the Corporate GovernanceReport which forms part of the Annual Report.

• Audit cum Risk Management Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Sub-Committee of the Board

During the year all recommendations made by the committees wereapproved by the Board.

LISTING OF SECURITIES

As on the date of this Report the Company has its Equity Shares listedon the following Stock Exchanges:

i. BSE Limited and

ii. The National Stock Exchange of India Limited

The listing fees for the financial year under review have been paid tothe Stock Exchanges where the equity shares of the Company are listed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSISREPORT

Your Company continues to be committed to good corporate governancealigned with the best corporate practices. It has also complied with various standards setout by Securities and Exchange Board of India and the Stock Exchanges where its Securitiesare listed. The Management Discussion and Analysis Report for the financial year 2020-21as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual Report.

For the financial year ended March 31 2021 your Company has compliedwith the requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and other applicable rules and regulations with respect to CorporateGovernance.

A certificate from a Practicing Company Secretary obtained by theCompany regarding such compliance of conditions of Corporate Governance is annexed to theCorporate Governance Report which forms part of the Annual Report.

NOMINATION CUM REMUNERATION POLICY

For the purpose of selection of any Directors Key Managerial Personneland Senior Management Employees the Nomination and Remuneration Committee identifiespersons of integrity who possess relevant expertise experience and leadership qualitiesrequired for the position. The Committee also ensures that the incumbent fulfils suchother criteria with regard to age and other qualifications as laid down under theCompanies Act 2013 or other applicable laws. The Board has on the recommendation of theNomination and Remuneration Committee framed a Nomination cum Remuneration Policy forselection appointment and remuneration of Directors Key Managerial Personnel &Senior Management Employees.

The salient features of the Policy as approved by the Board and amendedfrom time to time are as follows:

i. Appointment of the Directors and Key Managerial Personnel of theCompany.

ii. Fixation of the remuneration of the Directors Key ManagerialPersonnel and other employees of the Company.

iii. Formulate a criterion for determining qualifications positiveattributes and independence of a director.

iv. Specify methodology for effective evaluation of performance ofBoard/committees of the Board and review the terms of appointment of Independent Directorson the basis of the report of performance evaluation of the Independent Directors.

v. To ensure a transparent nomination process for directors with thediversity of thought experience knowledge perspective and gender in the Board.

vi. Undertake any other matters as the Board may decide from time totime.

The Nomination cum Remuneration Policy of the Company is available onthe website of the Company at https://resources. thomascook.in/downloads/TCIL NRC POLICY01-02-2019.pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors andEmployees by adopting Whistle Blower Policy which is available on the website of theCompany and weblink thereto is https://resources.thomascook.in/downloads/Whistle BlowerPolicy 01 04 2019 final.pdf

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The Company being in the Travel and Tourism Industry its activities donot involve any expenditure on Technology and Research and Development therefore theparticulars in the Companies (Accounts) Rules 2014 as amended in respect ofConservation of Energy and Technology Absorption is not applicable to the Company.Further the Company is not energy intensive. However the Company takes every effort toensure optimum use of energy by using energy- efficient LED Lightings Air Conditionersetc.

During the financial year the foreign exchange earnings of the Companyamounted to Rs.157.2 Mn whereas the Company has incurred Rs. 47.94 Mn as expenditure inforeign currencies towards interest bank charges license fees professional feestravelling subscriptions etc.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to the approval of shareholders at the Extra Ordinary GeneralMeeting of the Company held on 26th March 2021 the duly authorisedSub-Committee of the Board of Directors approved the Preferential Issue of 435657000Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS/ Preference Shares)of Rs. 10/- each for cash at par aggregating to Rs. 435.6 crores to Fairbridge Capital(Mauritius) Limited promoter of the Company on a private placement basis. The issueopened on 27th March 2021 and closed on 30th March 2021 when itreceived the Share Application Money. The Company allotted the Preference Shares on 2ndApril 2021 in the prescribed manner.

Except the above no material changes and commitments occurred betweenthe end of the financial year and the date of the Report affecting the financial positionof the Company.

COMPLIANCE MANAGEMENT FRAMEWORK

The Company has instituted an online compliance management systemwithin the organization to monitor compliances and provide update to senior management andBoard on a periodic basis. The Audit cum Risk Management Committee periodically monitorsstatus of compliances with applicable laws.

RISK MANAGEMENT

The Company has adequate Risk Management framework to identifymeasure manage and mitigate business risks and opportunities. This framework seeks tocreate transparency minimize adverse impact on the business strategy and enhance theCompany's competitive advantage. This risk framework thus helps in managing market creditand operational risks and quantifies potential impact at a Company level.

Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates the top 1000 listed companies based on theirmarket capitalization to have a Risk Management Committee and accordingly to adopt RiskManagement Policy. However the risk management functions have already been overseen bythe Audit cum Risk Committee of the Company duly constituted in 2019.

There are no risks which in the opinion of the Board threatens theexistence of the Company. The details and the process of the Risk Management asimplemented in the Company are provided as part of Management Discussion and Analysiswhich forms part of the Annual Report.

ANNUAL RETURN

In compliance with the provisions of Section 134 and 92 of theCompanies Act 2013 the Company has placed a copy of the Annual Return as on March 312021 on its website at https://resources.thomascook.in/downloads/03 Form-MGT7 FY-2020-2021.pdf

ACQUISITIONS/ INCORPORATIONS/ OTHER CORPORATE RESTRUCTURINGS

• The Company is committed to building long term shareholder valueby growing the business inorganically and through acquisitions and alliances.

• The Company was directly or indirectly involved in the followingcorporate restructurings:

WITHDRAWAL OF BUY-BACK OF EQUITY SHARES OF THOMAS COOK (INDIA) LIMITED

The Securities and Exchange Board of India (SEBI) vide its order datedFebruary 11 2021 has allowed the withdrawal of the Company's Buy-back Offer applicationfiled vide the Draft Letter of Offer dated March 5 2020.

• The original purpose of the Buyback was to create a mechanismfor distributing surplus cash to our shareholders and enhance shareholder value. Due tooutbreak of the pandemic the commercial and financial position of the Group witnessedsubstantial deterioration from what it was at the time when the Buyback was announced i.e.February 26 2020. Consequently the Company was forced to re-evaluate its optionsregarding the Buyback given the crippling effect it will create for the Company in theevent it was to be completed.

• It was critical and in the best interests of all ourshareholders and investors to protect the financial sustainability of the Company andaccordingly a relaxation from SEBI was sought.

• SEBI vide its Order noted that the continuation of the BuybackOffer will result in an adverse effect on the business of the Company and in turn itsshareholders. Accordingly SEBI exercised its powers to allow the withdrawal of theBuy-back.

BUY-BACK OF EQUITY SHARES OF THOMAS COOK (MAURITIUS) OPERATIONS COMPANYLIMITED

Thomas Cook (Mauritius) Operations Company Limited a step- downsubsidiary completed the buy-back of 38% of its equity share capital from its PromoterThomas Cook (Mauritius) Holding Company Limited a wholly owned subsidiary of the Company.

INVESTMENT BY THOMAS COOK (MAURITIUS) HOLDING COMPANY LIMITED

Thomas Cook (Mauritius) Holding Company Limited a wholly ownedsubsidiary of the Company subscribed to one ordinary share in Travel Circle International(Mauritius) Limited.

GREEN INITIATIVE

We request all the shareholders to support the 'Green Initiative' ofthe Ministry of Corporate Affairs and the Company's continuance towards greenerenvironment by enabling the service of the Annual Report AGM Notice and other documentselectronically to your email address registered with your Depository Participant/Registrar and Share Transfer Agent. We also request all the investors whose email id isnot registered to take necessary steps to register their email id with the DepositoryParticipant/ Registrar and Share Transfer Agent.

AWARDS AND RECOGNITION

During the financial year 2020-21 the following prestigious awards andaccolades were received by the Company and its subsidiaries:

> Thomas Cook (India) Limited

• CNBC-TV18 & ICICI Lombard India Risk Management Award in theTravel & Leisure Category 2021

• Silver at the Asia Sustainability Reporting Awards 2019

> AT Lao Company Limited and Asian Trails Tours Limited Myanmar wonthe 'Leading Destination Management Company' award in their respective locations for thesecond successive year at the prestigious World Travel Awards 2020

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has Zero Tolerance towards any action on the part of anyemployee which may fall under the ambit of 'Sexual Harassment' at workplace and is fullycommitted to uphold and maintain the dignity of every women executive working in theCompany. The Company's Policy provides for protection against sexual harassment of womenat workplace and for prevention and redressal of such complaints.

Number of complaints pending as on the beginning of the financial year Nil
Number complaints filed during the financial year Nil
Number of complaints pending as on the end of the financial year Nil

Further the Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details on Internal Financial Control System and their adequacy areprovided in the Management Discussion and Analysis Report of the Company which forms partof the Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employeesas 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 annexedas Annexure 3 which forms part of this Report.

Statement containing Particulars of Employees pursuant to Section 197of the Companies Act 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended forms part of the AnnualReport. As per the provisions of Section 136 of the Companies Act 2013 the reports andFinancial Statements are being sent to shareholders of the Company and other stakeholdersentitled thereto excluding the Statement containing Particulars of Employees. Anyshareholder interested in obtaining such details may write to the Company Secretary &Compliance Officer of the Company at sharedept@thomascook.in.

STOCK OPTION PLANS (ESOPS)

The Company has in force the following Schemes which get covered underthe 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 OptionsScheme 2012 (SHRL ESOP 2012)

- Thomas Cook Employees Stock Option Scheme 2018 - Execom (Execom ESOP2018)

- Thomas Cook Employees Stock Option Scheme 2018- Management(Management ESOP 2018)

Material developments under the schemes:

During the quarter ended 31st December 2019 the Companyformed Thomas Cook Employee Benefit Trust (Thomas Cook ESOP Trust) which subscribed7356122 shares of the Company for Rs. 11048.8 lakhs out of the loan received from theCompany. Pursuant to the approval of the Hon'ble National Company Law Tribunal and theComposite Scheme of Arrangement and Amalgamation between Thomas Cook (India) Limited andvarious other companies (the "Scheme") the Thomas Cook ESOP Trust received1389571 shares of Quess Corp Limited ("QCL"). Out of 1389571 sharesreceived 38885 shares were transferred to employees on exercise of options during thequarter and year ended 31st March 2021. During the quarter and year ended 31stMarch 2021 Thomas Cook ESOP Trust has transferred 205854 equity shares of Re. 1 each toemployees under Employee Stock Option Schemes ("ESOP"). Also during the yearended 31st March 2021 Board noted and confirmed grant of 46196 stock optionsunder Thomas Cook Employees Stock Option Scheme 2018 - Execom. Further the Board has alsonoted and confirmed the vesting of 746448 stock options that were granted under theThomas Cook Employees Stock Option Plan 2013.

The above Schemes are in compliance with the SEBI (Share Based EmployeeBenefits) Regulations 2014 as amended. The Company has also obtained the certificatefrom the Statutory Auditors of the Company certifying that the Company's Employee StockOption Scheme(s) have been implemented in accordance with the SEBI (Share Based EmployeeBenefits) Regulations 2014 as amended and in accordance with the resolutions passed bythe Members.

The Nomination and Remuneration Committee administers and monitors theESOP Schemes. Disclosure on various Schemes as required under SEBI (Share Based EmployeeBenefits) Regulations 2014 read with SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 datedJune 16 2015 are available on the Company's website athttps://www.thomascook.in/investor-relations

During the financial year none of the employees received options equalto or exceeding 1% of the issued share capital of the Company.

SUBSIDIARY AND ASSOCIATE COMPANIES

In accordance with Section 129 of the Companies Act 2013 read withthe Rules made thereunder the Company has prepared a consolidated financial statements ofthe Company and all its subsidiary and associate companies which is forming part of theAnnual Report. A statement containing salient features of the financial statements andother necessary information of the subsidiary/ associate/ joint venture companies in theformat prescribed under Form AOC-1 is included in the Annual Report. The said Form alsohighlights the financial performance of each of the subsidiaries and associates companiesincluded in the consolidated financial statements of the Company.

Details of the subsidiaries and associates of the Company are mentionedin the Annual Return hosted on the website of the Company.

In accordance with the provisions of the Section 136 of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companywww.thomascook. in. Further as per the proviso of the said section Annual FinancialStatements of each of the subsidiary companies have also been placed on the website of theCompany at www.thomascook.in.

Accordingly the said documents are not being attached to the AnnualReport. Shareholders interested in obtaining a copy of the Annual Financial Statements ofthe subsidiary companies may write to the Company Secretary & Compliance Officer ofthe Company.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

During the financial year there were no changes in the subsidiaryjoint venture or associate companies. There were no new companies which became or ceasedto be Subsidiary (ies)/Associates/Joint Ventures of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR.

No application has been made nor is any proceeding pending under theInsolvency and Bankruptcy Code against the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There were no valuations done for the purposes of one time settlementand for obtaining any loan from the Banks/Financial Institutions.

DIVIDEND DISTRIBUTION POLICY

The Company has adopted the Dividend Distribution Policy to determinethe distribution of dividends in accordance with the provisions of applicable laws. TheDividend Distribution policy is available on the website of the Company at https://www.thomascook.in/speeches-presentation.

BUSINESS RESPONSIBILITY REPORT

As required under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Business Responsibility Report describing theinitiatives undertaken by the Company from an environment social and governanceperspective forms part of the Annual Report.

INTEGRATED REPORTING

The Company has embarked its journey of the Integrated Reportingframework prescribed by the International Integrated Reporting Council (IIRC). Throughthis Report we aspire to provide our stakeholders an all-inclusive depiction of theorganization's value creation using both financial and non-financial resources. The Reportstrives to provide insight into our key strategies operating environment the operatingrisk and opportunities governance structure and the Company's approach towards long-termsubstantiality.

DISCLOSURE REQUIREMENTS

The various policies and codes adopted by the Company are stated indetail in the Corporate Governance Report of the Company which forms part of the AnnualReport.

The Company during the financial year complied with the applicableprovisions of the Secretarial Standards issued by the Institute of the CompaniesSecretaries of India.

ACKNOWLEDGEMENT AND APPRECIATION

Your Board takes this opportunity to thank the Company's ShareholdersCustomers Vendors and all other Stakeholders for their continued support throughout thefinancial year. Your Directors also thank the Reserve Bank of India and other BanksMinistry of Tourism Financial Institutions Government of India State Governments andall other Government agencies and Regulatory authorities for the support extended by themand also look forward to their continued support in future.

Your Board also wishes to place on record its appreciation on thecontribution made by the Company's employees across all levels without whose hard worksolidarity 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 and
Director Chief Executive Officer
DIN: 00008542 DIN: 07560302
Place: Dubai Place: Mumbai
Dated: May 27 2021 Dated: May 27 2021

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