Schedules forming part of the Financial ... - Thomas Cook India

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6 Annexure to the Directors’ Report Thomas Cook (India) Limited Information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of Directors’ Report for the year ended 31st December, 2011 Sr. Title Name Age Designation Remuneration Nature of Duties Qualification Total Date of Last Employment No. Experience joining 1 Mr. Desai Rakshit 36 Executive Director - Foreign Exchange 28,762,863 Overall responsibility for the growth and operations of the Foreign Exchange Business of the Company and is also responsible for marketing function. 2 Mr. Kenkare Rambhau R. 46 President & Head - Legal and Company Secretary MBA - International Business, M.Sc. - Economics, PWE 9,710,318 Compliance for the Indian Operations B. Com, L.L.B, F.C.S, and subsidiaries including IOR A.C.I.S.(UK), M.I.C.A. countries; Secretary - Board, Audit Committee, Share Transfer & Shareholders Investors Grievance Committee, Sub Committee; OMBUDSPERSON: Whistle Blower Policy, Fraud & Theft Reporting Policy; Compliance Officer : Corporate Governance, Prevention of Insider Trading Policy. Head of Compliance: Anti Money Laundering Guidelines. Overseeing The VISA & Passport Services Business. 3 Mr. Menon Madhavan 57 Managing Director 19,044,969 Overall responsibility for the operations and financial performance of the Company’s operations in India as well as the performance of subsidiaries in India and IOR B.A. (Business) - George Washington University, USA, MBA (Fin. & Intl. Business) - George Washington University, 12 25-Nov-08 Thomas Cook Group plc (UK) 23 1-Dec-98 Blue Dart Express Limited 32 2-May-00 Birla Sun Life Asset Management Company (AMC) Ltd. countries. USA 4 Dr. Nair Prasanth 41 President & Head - Human Resources 7,474,076 Responsible for the Human Resources B.Tech., Fellow 14 9-May-05 Wockhardt and Financial Services Function and Financial Services Programme in Limited Business Management (Doctoral Programme, IIM Ahmedabad) 5 Mr. Nandy Debasis 46 Senior Vice President - Finance & 7,208,341 Responsible for the Finance and B.Com, A.C.A. 24 14-Nov-08 Piramal Controller Accounts Function of the Company Healthcare in India, as also of its subsidiaries in India and abroad Limited 6 Mr. Pai Madhav 50 Chief Operating Officer - Leisure 8,121,981 Responsible for all India & B.A., Hotel 28 1-Sep-09 SOTC Tours & Travel (Outbound) International Sales, Products, Operations, Contracting Airlines and Tour Management GIT, FIT, Adhoc & Indulgence for the Leisure Travel (Outbound) business Management Travels 7 Mr. Pandey Amitabh 54 President & Head - E-Business 6,809,988 Responsible for conceptualising and M.A. (Economics), B.A 30 1-Jun-07 IRCTC Limited, implementing the E-Business strategy Hons (Economics) Ministry of for the Company, creating thereby, Railways, Govt. a new business channel resulting in overall growth of business. Also responsible for developing application software for the GIT/ FIT/ MICE/ Insurance/ Visa/ COL and Corporate travel businesses. of India 8 Mr. Purohit Vinayak K 56 Executive Director - Finance 16,376,616 Overall responsibility for Finance, Accounting, Taxation and Administration functions of the Company and its Subsidiaries. Also responsible for the Mauritius operations. B.Com., A.C.A. 31 14-May-07 HT Media Limited 9 Mr. Suri Vishal** # 44 Chief Operating Officer - Leisure 4,320,783 Responsible for Sales, Products, B.E.- Electrical, MSP 22 7-Nov-05 Bharti Tele- Travel (Inbound) Operations and Contracting for both Charter and non Charter parts of the Leisure Travel (Inbound) business Ventures Limited Notes: 1. The nature of employment of Directors is contractual. 2. Remuneration as shown above includes Salary, Bonus, Commission, House Rent Allowance, Company’s contribution to Provident Fund and other funds and expenditure incurred by the Company on Housing, Car, Electricity, Water, Gas, Medical and Leave Travel Allowance and other allowances, wherever applicable. Wherever the actual costs are not ascertainable, monetary value of those perquisites as per Income-tax Rules, 1962 has been considered. 3. Gratuity is contributed for the Company as a whole and hence excluded. 4. None of the employees mentioned above is a relative of any Director of the Company. 5. ** Employed for part of the year and in receipt of remuneration aggregating to Rs. 5,00,000/- per month or more. 6. # Seconded to Travel Corporation (India) Limited with effect from 29th April, 2011. MADHAVAN MENON – Managing Director VINAYAK K. PUROHIT – Mumbai Executive Director - Finance Dated: 16th February, 2012
Annexure to the Directors’ Report Thomas Cook (India) Limited Disclosure under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 for the year ended 31st December, 2011 Scheme Name Thomas Cook Employees Stock Option Plan 2007 (ESOP Scheme 2007) Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010) Sr. No. Particulars Granted on 25th July 2007 Granted on 10th July 2008 Granted on 20th March 2009 Granted on 27th May 2010 Granted on 17th February 2011 Granted on 14th December 2010 1. Options Granted and Accepted 1104125 1240000 2068725 991313 1397825 # 1020310 2. Pricing Formula 95% of the closing market price 95% of the closing market price 95% of the closing market price 90% of the closing market price 90% of the closing market price 90% of the closing market price on that exchange where higher on that exchange where higher on that exchange where higher on that exchange where higher on that exchange where higher on that exchange where higher shares are traded shares are traded shares are traded shares are traded shares are traded shares are traded 3. Exercise Price (`) 61.89 77.62 30.31 52.74 47.57 50.40 4. Options Vested and exercisable * 617000 770500 * 692084 * 330438 None vested None vested 5. Options Exercised 113540 Nil 460793 Nil Nil Nil 6. Total number of Ordinary Shares arising as a result of exercise of Options 113540 Nil 460793 Nil Nil Nil 7. Options Lapsed/ Forfeited/ Cancelled (doesn’t include options not accepted) 373585 469500 339410 Nil Nil # 140816 8. Variations of terms of Options The ESOP Scheme 2007 was None None The ESOP Scheme 2007 was None None amended vide Postal Ballot Notice amended at the AGM held on dated 21st August, 2007 and 12th May, 2010, for the purposes approved on 12th October, 2007, of changing the pricing formula for the purposes of recovering the so that the discount to the Fringe Benefit Tax (FBT) from the employees for future grants is employees and varying certain 10% instead of 5% of the closing terms of the Scheme according to market price according to SEBI SEBI guidelines guidelines 9. Money realised by exercise of the Options (in Rs. Ps.) 10. Total number of Options in force(vested + Unvested) 7,026,990.60 N.A. 13,966,635.83 N.A. N.A. N.A. 617000 770500 1268522 991313 1397825 879494 Notes: # Since the interest percentage rate has increased from 8.25% to 9.25%, the number of options granted and accepted and those lapsed/ forfeited/ cancelled have changed to 1042771 and 163277 respectively. * These figures have changed to 736499 & 330403 respectively after adjustments / rounding off. Other Particulars Thomas Cook Employees Stock Option Plan 2007 (ESOP Scheme 2007) 11. i) Details of Options granted to senior managerial personnel Appendix – A ii) Any other employee who receives in any One Year of grant of Options amounting to 5% or more of Options granted during that Year Appendix – B iii) Identified employees, who were granted Options, during any One Year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and None conversions) of the Company at the time of the grant 12. Diluted Earning Per Share (EPS) calculated in accordance with Accounting Standard 20 issued by ICAI for the year ended December 31, 2011 ` 2.57 13. Employee Compensation Cost & EPS i) Method of calculation of employee compensation cost Intrinsic Value Method (Rupees) ii) Difference between the employee compensation cost so computed at (i) above and the employee compensation cost that shall have been recognized if fair value of Reported Profits: 559,122,093 Options had been used Add: Intrinsic Value: 9,171,293 iii) The impact of difference on profits and EPS of the Company for the year ended December 31, 2011 had fair value Options had been used for accounting Employee Less: Fair Value: (30,155,063) Options Adjusted Profits: 538,138,323 Reported Basic EPS: 2.64 Adjusted Basic EPS: 2.54 Reported Diluted EPS: 2.57 Adjusted Diluted EPS: 2.47 14. Weighted Average exercise price of options granted during the year is less than market price of stock on the grant date and is: ` 47.57 15. Weighted Average Fair Values of options granted during the year is: ` 31.05 16. A description of method and significant assumptions used during the year to estimate the fair value of Options granted during the year The fair value of options has been calculated by using Black Schole’s Method. The assumptions used in the above are: 1) Risk free Interest Rate 7.97% - 8.03% 2) Expected Life 5.50 – 6.51 years 3) Expected Volatility based on daily closing Market Price 53.43% - 50.32% 4) Expected Dividend Yield 0.70% 5) The price of underlying share in the market at the time of grant ` 52.85 7
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Page 6 and 7: 2 Share Capital Structure Thomas Co
Page 8 and 9: 4 Visa and Passport Business, the t
Page 12 and 13: 8 Appendix - A Details of options g
Page 14 and 15: 10 SPECIAL GOVERNMENT INITIATIVES T
Page 16 and 17: 12 the Leisure business has grown s
Page 18 and 19: 14 giving due diligence to the bric
Page 20 and 21: 16 Report of the Directors on Corpo
Page 22 and 23: 18 Thomas Cook (India) Limited Mr.
Page 24 and 25: 20 Thomas Cook (India) Limited The
Page 26 and 27: 22 Thomas Cook (India) Limited Deta
Page 28 and 29: 24 Sr. No. Nature of Complaint/ Que
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Page 32 and 33: 28 Thomas Cook (India) Limited v) T
Page 34 and 35: 30 Stock Code : BSE Limited Securit
Page 36 and 37: 32 Thomas Cook (India) Limited ** P
Page 38 and 39: 34 (c) Dematerialisation of Equity
Page 40 and 41: 36 (b) Distribution of shareholding
Page 42 and 43: 38 Report of the Various Committees
Page 44 and 45: 40 Report of the Recruitment & Remu
Page 46 and 47: 42 Thomas Cook (India) Limited CEO/
Page 48 and 49: 44 Annexure to the Auditors’ Repo
Page 50 and 51: 46 Balance Sheet as at 31st Decembe
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56 Thomas Cook (India) Limited Sche
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58 (b) Defined Benefit Plans Thomas
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60 Year ended 31st December, 2011 T
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68 Schedules forming part of the Fi
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70 Cash Flow Statement for the year
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72 Consolidated Balance Sheet as at
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92 Thomas Cook (India) Limited Cons
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94 Brief Financial details in respe
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96 MUMBAI Head Office Thomas Cook (
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98 Janpath Thomas Cook (India) Limi
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100 ICC Tower Thomas Cook (India) L
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102 MUMBAI Head Office Thomas Cook
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NOTES
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NOTICE is hereby given that the Thi
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(iii) share certificate(s) held in
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or as to any operations or activiti
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any other company not in the same l
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