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Thomas Cook (India) Ltd.

BSE: 500413 Sector: Services
NSE: THOMASCOOK ISIN Code: INE332A01027
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VOLUME 45281
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OPEN 62.20
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VOLUME 45281
52-Week high 71.50
52-Week low 25.20
P/E
Mkt Cap.(Rs cr) 2,342
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-Third Annual

Report together with audited financial statements for the financial year ended onMarch 31 2020.

OVERVIEW

Globally travel and tourism accounts for some 10% of global GDP according to the WorldTravel and Tourism Council. In India the sector contributes to 6.8% of the total economy(Source: Statista). The Travel & Tourism industry in the country has witnessed asteady growth in both inbound as well as the domestic segment driven by a diverselandscape and rich heritage.

India's rank in Travel & Tourism Competitiveness Index (TTCI) of World EconomicForum has moved from 65th rank in 2013 to 34th rank in 2019. However during 2019 led bythe global economic slowdown and multiplied by factors such as Brexit in the UK andrecession fears in large parts of Europe. About 10.9 million foreign tourists visitedIndia in 2019. In India factors such as weakening macroeconomic environment downfall ofa leading airline in India followed by the collapse of a large travel player politicalunrest elevated levels of pollution in northern India and travel advisories issued byother countries- mounted pressure to existing stress on the sector.

The travel and tourism industry is one of the worst hit spaces as the tourism landscapecompletely has changed due to COVID-19. All key segments - inbound outbound and domesticand leisure cruise adventure corporate meetings conference and exhibitions came to astandstill as the pandemic gained momentum across the country and globe. For the tourismsector in India it is no longer going to be business-as-usual and there will be a need toredefine refocus and change the game plan going forward. India's total foreign touristarrivals (FTA) stood at 10.9 million and the foreign exchange earnings (FEE) stood at Rs2.11 trillion during 2019 with Maharashtra Tamil Nadu Uttar Pradesh and Delhiaccounting for about 60% of foreign tourist arrivals (FTAs). However now with travelrestrictions in India and across the globe the Indian domestic as well as foreign traveland tourism industry is expected to witness a sharp negative impact in 2020. The nationalfederation of tourism travel and hospitality organisations of India FAITH indicatedthat the overall value of the losses could be in the range at Rs. 15 lakh crore coveringall aspects of the business.

PERFORMANCE HIGHLIGHTS

During the financial year ended March 31 2020 On a standalone basis the (Loss) /Profit before tax stood Mn (previous year Rs. 344.9 Mn)

Total Income decrease of 6% to Rs. 21905. Rs. 23276.8 Mn

(Loss) / Profit After Tax posted was Rs. (249.1) Mn year Rs. 208.1 Mn) On aConsolidated basis your Company posted a (Loss) / Profit before tax of Rs. (687.8) Mn(previous year Rs. 572.9 Mn).

Total Income stood at Rs. 69483.0 Mn (previous year Rs. 67186.9 Mn)

(Loss) / Profit After Tax posted was Rs. (176.5) Mn (previous year Rs. 888.3 Mn) FY20performance is reflective of the impact of COVID-19 across its overseas businesses asearly as January 2020 and post Feb-

March for the India businesses. Additionally during the year In even without theimpact of the pandemic travel demand in India and several key markets for the Group weresubject to a series of challenging external factors.

 

Pursuant to the Composite Scheme of Arrangement and Amalgamation as elsewheredescribed (appointed date April

1 2019) the Company has restated its Financial Statements for the comparative periodsincluding Earnings Per Share ("EPS") in accordance with IND AS 103 BusinessCombination.

EXTENSIVE NETWORK

As of March 31 2020 your Company along with its subsidiaries continues to beamongst the largest integrated travel groups in India. Your company is a leadingintegrated transnational travel and travel related services company offering a broadspectrum 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 countries outside Indiathrough its branches/representative offices in USA (New York) Spain (Madrid) UK(London) Japan (Tokyo) China (Beijing) Hungary Portugal Poland Italy GermanyBrazil Russia Australia Nepal Bhutan Cambodia Indonesia Laos Malaysia MyanmarSingapore Thailand Vietnam Kenya South Africa Dubai Abu Dhabi Oman Jordan andFrance (Paris) apart from its subsidiaries in Mauritius Sri Lanka Singapore and China(Hong Kong).

Your Company (exclusive of its subsidiaries) operates through 420 locations and alongwith the subsidiaries the network spans over 630 locations in 170 cities over 111Preferred Sales Agents and 186 Franchise Partner outlets to have a wider spread andnetwork across the country.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

The Board thought it fit to conserve cash for continuing its business Rs. (217.6)operations smoothly as far as may be given the uncertainties associated with the natureof COVID-19 pandemic and its duration 3 Mnand therefore did not recommend any dividendfor the financial from year 2019-20

GENERAL RESERVE

During the financial year the Company has transferred Rs. 5.3 Mn from Share optionOutstanding Account to General Reserve. The total General Reserve stands at Rs. 1154.9 Mnas on March 31 2020.

PROMOTERS

 

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") a company incorporated under the laws of Canada.

Fairfax is a holding company which through its subsidiaries is engaged in propertyand casualty insurance and reinsurance and the associated investment management. Fairfaxwas founded in 1985 by the present Chair and Chief Executive Officer Mr. Prem Watsa.Fairfax has been under present management since 1985 and is headquartered in TorontoCanada. Its common shares are listed on the Toronto Stock Exchange. Fairfax's corporateobjective is to achieve a high rate of return on invested capital and build long-termshareholder value. Since 1985 Fairfax has demonstrated a strong financial track record toachieve an annual compounded appreciation in book value per share of 19.3% and currentlyhas over USD 70 Bn in consolidated assets.

Thomas Cook (India) Limited is a part of the Fairfax group. As of the date hereof thepromoter holds 65.60% 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 meaningof Section 73 & 76 of the Companies Act 2013 read with the Rules made thereunderand therefore no amount of principal or interest on deposit was outstanding as of theBalance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year all the transactions with related parties were in theordinary course of business and on an arm's length basis; and there were no materialcontracts or arrangements or transactions at arm's length basis or otherwise. Thereforedisclosure in Form AOC-2 is not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS IN FUTURE

passed by the There were no significant regulators or courts or tribunals impacting thegoing concern status of the Company and its operations in future.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of Loans Guarantees and Investment are given in the CorporateGovernance 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 312020 the applicable accounting standards have been followed and there were no materialdepartures;

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2020 and of the loss ofthe Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi) the Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS

Appointment and Re-appointment

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Rules made there under and Article 116 of the Articles of Association of the CompanyMr. Chandran Ratnaswami (DIN: 00109215) Non Executive Director retires by rotation at theensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment. Mr. Chandran Ratnaswami is not debarred from holding of office andExchange Board of India Order or any other such authority.

Mr. Madhavan Menon Chairman and Managing Director whose tenure as Managing Directorexpired on 29th February 2020 was re-appointed by the Board of Directors of the Companyfor a further period of 5 years w.e.f. 1st March 2020 to 28th February 2025 subject toapproval of shareholders at the ensuing Annual General Meeting of the Company and theapproval of applicable statutory authorities. The Board recommends his re-appointment asChairman and Managing Director of the Company for a further period of 5 years w.e.f. 1stMarch 2020 to the members for its approval. Mr. Madhavan Menon is not debarred fromholding of office of Director pursuant to any Securities and Exchange Board of India Orderor any other such authority.

Mr. Pravir Vohra Non Executive Independent Director of the Company has completed hisfirst term as Independent Director on April 9 2020. Pursuant to the provisions ofCompanies Act 2013 performance evaluation report and based on the recommendation of theNomination and Remuneration Committee the Board of Directors vide resolution datedJanuary 30 2020 approved the re-appointment of Mr. Pravir Vohra as Non ExecutiveIndependent Director for further period of 5 consecutive years effective from April 102020 up to April 09 2025 or till such earlier date to conform with the policy oncorporate governance of the Company subject to the approval of the members of the Companyby special resolution.

Mr. Pravir Kumar Vohra is not debarred from holding of office of Director pursuant toany Securities and Exchange Board of India Order or any other such authority.

Profile and other information of Mr. Chandran Ratnaswami Mr. Pravir Vohra and Mr.Madhavan Menon as required under Regulation 26 Regulation 36 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and Secretarial Standard - 2 is given asan Annexure to the Notice convening this Annual General Meeting.

The above proposals for appointments and re-appointment forms part of the Notice of the43rd Annual General Meeting and the relevant Resolutions are recommended for the members'approval therein.

Declaration of Independence

The Company has received necessary declarations from all the Independent Directors onthe Board of the Company confirming that they meet the criteria of Independence asprescribed under Section 149 of the Companies Act 2013 and the Rules made there under andRegulation 16(1)(b) and other applicable regulations if any of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 as amended. The IndependentDirectors have also confirmed that they are not aware of any circumstance or situationwhich exists or may be reasonably anticipated that could impair or impact their ability todischarge their duties.

Further the Independent Directors have also submitted their declaration in compliancewith the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors)Rules 2014 as amended which mandated the inclusion of an Independent Director's name inthe data bank of persons offering to become Independent Directors of Indian Institute ofCorporate Affairs ("IICA") for a period of one year or five years or life timetill they continues to hold the office independent director.

The Board of Directors based on the declaration(s) received from the IndependentDirectors have verified the veracity of such disclosures and confirm that the IndependentDirectors fulfill the conditions of independence specified in the Listing Regulations andthe Companies Act 2013 and are independent of the management of the Company.

In the opinion of the Board all the independent directors are persons of possessingattributes of integrity expertise and experience as required under the applicable lawsrules and regulations.

The Company has issued letters of appointment/ reappointment to Independent Directorsin the manner as provided under Companies Act 2013. The terms and conditions of the saidappointment are posted on website of the Company.

Familiarization program for Independent Directors

Pursuant to requirements of Regulation 25 of SEBI

Listing Regulations 2015 your Company has in place the familiarisation programme forIndependent Directors with regard to their role duties and responsibilities nature ofthe industry in which the Company operates business / operating model of the Company etc.The Board Members are provided with all necessary documents/ reports and internal policiesto enable them to familiarise with the Company's procedures and practices. The details ofthe training and familiarization program are provided in the Corporate Governance report.

Board Evaluation

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

In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated. Furtherthe Independent Directors in the said meeting had also assessed the quality quantity andtimeliness of flow of information between the Company management and the Board.Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

The performance evaluation of the board was based on the criteria such as the boardcomposition and structure information and functioning succession planning strategicplanning etc.

The performance evaluation of the Committees was based on the criteria such asStructure of the Committee and meetings effectiveness of committee meetings frequency ofthe of an meetings etc.

The performance evaluation of the Directors was based on the criteria such asexperience knowledge and competency governance safeguarding the interests of allstakeholders 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 Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

Further the said criteria were also mentioned in the rating sheets which were filledbyeach of the Directors during the financial year with regard to the abovementionedperformance evaluations.

Number of Board Meetings during the financial year

During the financial year Eight (8) meetings of the Board of Directors were held thedetails of which are given in the Corporate Governance Report of the Company which formsa part of the Annual Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company as on the date of this Report are: Mr. Madhavan MenonChairman and Managing Director Mr. Mahesh Iyer Executive Director & Chief ExecutiveOfficer Mr. Brijesh Modi Chief Financial Officer Mr. Amit Parekh Company Secretary &Compliance

AUDITORS

Statutory Auditors

The Shareholders of the Company at the 40th Annual General Meeting (AGM) held on August2 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 yearscommencing 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 therequirement for ratification Statutory Auditors by members at every AGM has been dispensedwith. Accordingly no such item has been considered in the 43rd AGM Notice.

The Statutory Auditors Report does not contain any qualifications reservations oradverse remarks on the financial statements of the Company. Further in compliance withthe RBI requirements the Company has obtained Statutory Auditors Certificate in relationto downstream investments.

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 the Companyunder of Section 204 of the Companies Act 2013 read with the Rules made thereunder forconducting the Secretarial Audit for the financial year 2019-20. year 2019-20 doesTheSecretarial Audit Report for the financial not contain any adverse remarkqualification or reservation. The Secretarial Audit Report is annexed as Annexure 1which forms part of this Report.

Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness 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 Section143(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 withthe 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 theCompany which forms part of the Annual Report.

CSR Policy

The contents of the CSR Policy of the Company as approved by the Board on therecommendation of the CSR Committee is available on the website of the Company and can beaccessed through the web link: https://resources.thomascook.in/downloads/TCIL_CORPORATE_SOCIAL_RESPONSIBILITY_POLICY_2.0.pdf.

Officer CSR initiatives undertaken during the financial year 2019-20

The Annual Report on CSR Activities undertaken by Company during the financial year2019-20 is annexed asAnnexure 2 which forms part of this Report.

During the financial year 2019-20 the Company has spent Rs. 6.36 Mn on CSR activities.

COMMITTEES OF BOARD

The Company has the following committees of the Board of Directors and the detailspertaining to such committees are mentioned in the Corporate Governance Report whichforms part of the Annual Report. ofappointment of

Audit cum Risk Management Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Sub-Committee of the Board

During the year all recommendations made by the committees were approved by the Board.

LISTING OF SECURITIES

As on the date of this report the Company has its Equity Shares listed on thefollowing Stock Exchanges: i. BSE Limited and ii. The National Stock Exchange of IndiaLimited The listing fees for the financial year under review has been paid to the StockExchanges where the equity shares of the Company are listed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company continues to be committed to good corporate governance aligned with thebest corporate practices. It has also complied with various standards set out bySecurities and Exchange Board of India and the Stock Exchanges where its Securities arelisted. The Management Discussion and Analysis Report for the financial year 2019-20 asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the

Annual Report.

For the financial year ended March 31 2020 your Company has complied with therequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and other applicable rules and regulations with respect to Corporate Governance. Acertificate from a Practising Company Secretary obtained by the Company regarding suchcompliance of conditions of Corporate Governance is annexed to the Corporate GovernanceReport which forms part of the Annual Report.

NOMINATION CUM REMUNERATION POLICY

For the purpose of selection of any Directors Key Managerial Personnel and SeniorManagement Employees the Nomination & Remuneration Committee identifies persons ofintegrity who possess relevant expertise experience and leadership qualities required forthe position. The Committee also ensures that the incumbent fulfils such other criteriawith regard to age and other qualifications as laid down under the Companies Act 2013 orother applicable laws. The Board has on the recommendation of the Nomination &Remuneration Committee framed a Nomination cum Remuneration policy for selectionappointment and remuneration of Directors Key Managerial Personnel & SeniorManagement Employees.

The salient features of the Policy as approved by the Board and amended from time totime are as follows: i. Appointment of the Directors and Key Managerial Personnel of theCompany. ii. Fixation of the remuneration of the Directors Key Managerial Personnel andother employees of the Company. iii. Formulate a criterion for determining qualificationspositive attributes and independence of a director. iv. Specify methodology for effectiveevaluation of performance of Board/committees of the Board and review the terms ofappointment of Independent Directors on the basis of the report of performance evaluationof 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 to time.

The Nomination cum Remuneration Policy of the Company is available on the website ofthe Company at https://resources. thomascook.in/downloads/TCIL_NRC_POLICY_01-02-2019.pdf.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and Employees by adoptingWhistle Blower Policy which is available on the website of the Company and weblink theretois https://resources.thomascook.in/downloads/Whistle_Blower_ Policy_01_04_2019_final.pdf

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE

The Company being in the Travel and Tourism Industry its activities do not involve anyexpenditure on Technology and Research and Development therefore the particulars in theCompanies (Accounts) Rules 2014 as amended in respect of Conservation of Energy andTechnology Absorption is not applicable to the Company. Further the Company is not energyintensive. However the Company takes every effort to ensure optimum use of energy byusing energy- efficient LED Lightings Air Conditioners etc.. During the financial yearthe foreign exchange earnings of the Company amounted to Rs.607.9 Mn whereas the Companyhas incurred Rs. 76.6 Mn as expenditure in foreign currencies towards interest bankcharges license fees professional fees travelling subscriptions etc.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments occurred between the end of thefinancial year and the date of the Report affecting the financial position of the Company.

COMPLIANCE MANAGEMENT FRAMEWORK

The Company has instituted an online compliance management system within theorganization to monitor compliances and provide update to senior management and Board on aperiodic basis. The Audit cum Risk Management Committee periodically monitors status ofcompliances with applicable laws.

RISK MANAGEMENT

The Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 mandated the top 500 listed companies based on their marketcapitalization to have Risk Management Committee and accordingly to adopt Risk ManagementPolicy. However the Company had a risk management policy in place. The risk managementrelated functions were overseen by the Audit Committee. Pursuant to said Regulationeffective from April 1 2019 the risk management functions have been included in theAudit cum Risk Management Committee Charter and the nomenclature of the Audit Committeehas been changed to Audit cum Risk Management Committee effective from April 1 2019.

The Company has adequate Risk Management framework to identify measure manage andmitigate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business strategy and enhance the Company's competitiveadvantage. This risk framework thus helps in managing market credit and operational risksand quantifiespotential impact at a Company level.

There are no risks which in the opinion of the Board threaten the existence of theCompany. The details and the process of the Risk Management as implemented in the Companyare provided as part of Management Discussion and Analysis which forms part of thisReport.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92 of the Companies Act 2013 read withapplicable rules made there under extract of the Annual Return of the Company in theprescribed Form MGT-9 is annexed as Annexure 3 to this Report and is also availableon the website of the Company at https://www.thomascook.in/annual-report

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

During the financial year companies listed in Annexure 4 to this Report havebecome 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 thebusiness inorganically and through acquisitions and alliances.

The Company was directly or indirectly involved in the following acquisitionsincorporations and corporate restructurings: A. Acquisitions/ Incorporations:

I. Asian Trails Holdings Limited Mauritius a step down subsidiary of the Company hascompleted further acquisition of 49% stake in Thomas Cook IN Destination Management(Thailand) Limited.

II. Asian Trails (Vietnam) Co. Ltd a step down subsidiary of the Company formed aJoint Venture Company "Panorama Destination (Vietnam) JV Ltd" with a 32% stakeof that company.

III. Asian Trails Holdings Limited Mauritius a step down subsidiary of the Companyhas acquired 100% stake in Asian Trails Singapore Pte. Ltd.

IV. Thomas Cook India announced the acquisition of the Thomas Cook Brand in perpetuityfor the India Sri Lanka & Mauritius markets for a one-time payment of GBP 1.5 mn(approximately Rs. 139 mn).

B. Corporate Restructurings:

The Board at its meeting held on April 23 2018 and which was further amended onDecember 19 2019 approved the Composite Scheme of Arrangement and Amalgamation amongstThomas Cook (India) Limited (‘TCIL') Quess Corp Limited (‘QCL') TravelCorporation (India) Limited (‘TCI') TC

Forex Services Limited (formerly known as Tata Capital Forex Limited) (‘TCF') TCTravel Services Limited (formerly known as TC Travel and Services Limited) (‘TCTSL')and SOTC Travel Management Private Limited (formerly known as SITA Travels and ToursPrivate Limited) (‘SOTC Travel') and their respective shareholders (‘theScheme') in accordance with the provisions of Section 230 to 232 read with Section 52 55and 66 of the Companies Act 2013. The Scheme inter alia provides:

i. Demerger of the inbound business of TCI consisting of business of handling inwardforeign 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 QCLheld by TCIL) into QCL. As a part of consideration QCL will its issue shares to theshareholders of TCIL.

The said Composite Scheme was sanctioned by the Hon'ble NCLT Mumbai bench and Hon'bleNCLT Bengaluru bench on 10th October 2019 and 7th November 2019 respectively.

The Scheme of Arrangement has become effective from Appointed Date i.e. 1 April 2019but operative from Effective Date i.e. 25 November 2019 being the date of filing ofcertified of NCLT by all the companies with their respective jurisdictional Registrar ofCompanies.

BUY BACK OF SHARES

During the year under review the Board in its meeting held on February 26 2020approved the proposal for buyback by the Company of its own fully paid-up equity shares ofRe. 1/- each ("Equity Shares") not exceeding 26086956 Equity Shares (being6.90% of the total paid-up equity capital of the Company) from the equity shareholders ofthe Company at a price of Rs. 57.50 (Rupees Fifty Seven and Paise Fifty only) per EquityShare ("Buyback Price") for an aggregate amount not exceeding Rs. 150 Crore(Rupees One Hundred Fifty Crore Only) on a proportionate basis through the tender offerprocess in accordance with the provisions contained in the SEBI (Buy-Back of Securities)Regulations 2018 as amended ("SEBI Buyback Regulations") and the CompaniesAct 2013 ("Act") (including any statutory modification(s) or re-enactment ofthe Act or the rules made thereunder for the time being in force). The Company filed theDraft Letter of buy-back with the Securities and Exchange Board of India SEBI) on 6 March2020. SEBI had sought additional information / clarification from the Company which theCompany has provided. The Company is awaiting the requisite approvals from SEBI.

GREEN INITIATIVE

We request all the shareholders to support the ‘Green Initiative' of the Ministryof Corporate Affairs and the Company's continuance towards greener environment by enablingthe service of the Annual Report AGM Notice and other documents electronically to youremail address registered with your Depository Participant/ Registrar and Share TransferAgent. We also request all the investors whose email id is not registered to takenecessary steps to register their email id with the Depository Participant/ Registrar andShare Transfer Agent.

AWARDS AND RECOGNITION

The Company has been the recipient of the following prestigious awards and accoladesduring the financial year 2019-20:

TCIL won the prestigious silver award for Asia's Best Integrated Report (First Time) atthe 5th Asia Sustainability Reporting Awards (ASRA)

Best Outbound Tour Operator award at the Outlook Traveller

Awards 2020

Thomas Cook India was honoured with the Best Outbound Tour Operator 2019 award bySATTE South Asia's leading B2B travel and tourism trade exhibition

TCIL won the premier French Ambassador's Diamond Award for registering the highestnumber of French visa deliveries in 2019

Excellence in Data Intelligence Award at the 6th IDC Insights Awards 2019 er

Best Digital Marketing Campaign at Mobby's 2019

Digital Marketer of the Year at the Global Marketing Excellence Awards 2019

TCIL won the prestigious ‘Best Travel Agency India' award at the 30th Annual TTGTravel Awards 2019

TCIL Honored with ‘India Travel Partner of the Year 2018' Award by SAP Concur forits digital-led achievements in the Business Travel sector

TCIL won the ‘Industry Trailblazers Award' in robotic process automation forprocesses at the Shared Services Centre from EY & Automation Anywhere

Thomas Cook India won the Best Tour Operator International award at the Times TravelAwards 2019

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 mayfall under the ambit of ‘Sexual Harassment' at workplace and is fully committed touphold and maintain the dignity of every women executive working in the Company. TheCompany's Policy provides for protection against sexual harassment of women at workplaceand for prevention and redressal of such complaints.

Number of complaints pending as on the beginning of Nil the financial year Numbercomplaints filed during the financial year 3 Number of complaints pending as on the end ofthe Nil financial year 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 are provided in theManagement Discussion and Analysis Report of the Company which forms part of the AnnualReport.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as requiredunder Section 197 of the Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended is annexed as Annexure 5which forms part of this Report.

Statement containing Particulars of Employees pursuant to Section 197 of the CompaniesAct 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended forms part of the Annual Report. As per theprovisions of Section 136 of the Companies Act 2013 the reports and Financial Statementsare being sent to shareholders of the Company and other stakeholders entitled theretoexcluding the Statement containing Particulars of Employees. Any shareholder interested inobtaining such details Offic the maywritetotheCompanySecretary&Compliance Company atsharedept@thomascook.in.

EMPLOYEES STOCK OPTION PLANS (ESOPS)

The Company has in force the following Schemes which get covered under the provisionsof 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 (SHRLESOP 2012)

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

- Thomas Cook Employees Stock Option Scheme 2018- Management (Management ESOP 2018)Material developments under the schemes: In pursuance of the Composite Scheme ofArrangement and Amalgamation amongst Thomas Cook (India) Limited and Travel Corporation(India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTCTravel Management Private Limited and Quess Corp Limited and their respective shareholders(the "Composite Scheme") effective from November 25 2019 approved bythe shareholders and the Hon'ble National Company Law Tribunal Mumbai Bench thefollowing are the material developments with respect to all the aforesaid schemes inforce:

1. All the options remaining ungranted under ESOP 2007 and SHRL ESOP 2012 have lapsed.

2. All the options remaining outstanding under aforesaid schemes have stoodaccelerated.

3. An Employee Benefit Trust (ESOP Trust) has been created and IDBI Trusteeship PrivateLimited has been appointed as the ESOP Trustee for the benefit of the relevant grantees ofsuch outstanding and accelerated options.

4. 7356122 equity shares of the Company have been allotted to the ESOP Trust forimplementing the terms of the Composite Scheme.

5. Pursuant to share entitlement ratio forming part of the Composite Schemecorresponding shares have been allotted by Quess Corp Limited to the ESOP Trust to beavailable for employees on their exercise of Thomas Cook options.

6. The ESOP Schemes have subsumed under the ESOP Trust.

During the financial year no options were granted under any of the above schemes ofthe Company 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 & Remuneration Committee administers and monitors the ESOPSchemes. Disclosure on various Schemes as required under SEBI (Share BasedEmployeeBenefits)Regulations 2014 read with SEBI Circular no. CIR/CFD/POLICY CELL/2/2015dated June 16 2015 are available on the Company's website and the weblink thereto ishttps://www.thomascook.in/investor-relations During the financial year no options weregranted; hence no employee has received options equal to or exceeding 1% of the issuedshare 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 madethereunder the Company has prepared a consolidated financialstatement of the Company andall its subsidiary and associate companies which is forming part of the Annual Report. Astatement containing salient features of the financial statements and other necessaryinformation of the subsidiary/ associate/ joint venture companies in the format prescribedunder Form AOC-1 is included in the Annual Report. The said Form also highlights thefinancial performance of each of the subsidiaries and associates companies included in theconsolidated financial statements of the Company.

In accordance with the provisions of the Section 136 of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone andtheconsolidatedfinancialstatements 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 tothe Annual Report. Shareholders interested in obtaining a copy of the Annual FinancialStatements of the subsidiary companies may write to the Company Secretary & ComplianceOfficer of the Company.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company is annexed herewith as Annexure 6and 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) Regulations2015 Business Responsibility Report describing the initiatives undertaken by the Companyfrom an environment social and governance perspective forms part of the

Annual Report.

INTEGRATED REPORTING

The Company has embarked its journey of the Integrated Reporting framework prescribedby the International Integrated Reporting Council (IIRC). Through this Report we aspireto provide our stakeholders an all-inclusive depiction of the organization's valuecreation using both financial and non-financial resources. The Report strives to provideinsight into our key strategies operating environment the operating risk andopportunities governance structure and the Company's approach towards long-termsubstantiality.

DISCLOSURE REQUIREMENTS

The various policies and codes adopted by the Company are stated in detail in theCorporate Governance Report of the Company which forms part of the Annual Report.

The Company during the financialyear complied with the applicable provisions of theSecretarial 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 CustomersVendors and all other Stakeholders for their continued support financialyear . Yourthroughout the Directors also thank the Reserve Bank of India and other Banks Ministry ofTourism Financial Institutions Government of India State Governments and all otherGovernment agencies and Regulatory authorities for the support extended by them and alsolook forward to their continued support in future.

Your Board also wishes to place on record its appreciation on the contribution made bythe Company's employees across all levels without whose hard work solidarity and supportyour Company's consistent growth would not have been possible.

Madhavan Menon FOR AND ON BEHALF OF THE BOARD
Chairman & Managing Mahesh Iyer
Director Executive Director and
DIN: 00008542 Chief Executive Officer
Place: Mumbai DIN: 07560302
Dated: June 18 2020