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

Thomas Cook (India) Limited
4. Mr. Madhavan Menon
Mr. Madhavan Menon (B.A. (Business), Georgetown University, USA., MBA, Finance & International Business, George Washington University,
USA), born on 12 February, 1955, was appointed as an Additional and Executive Director-Foreign Exchange for 3 years with effect from
1st May, 2000 to 30th April, 2003, re-appointed for a further period of 3 years with effect from 1st May, 2003 to 30th April, 2006. He was
appointed as the Managing Director of Thomas Cook (India) Limited (TCIL) with effect from 27th April, 2006, re-appointed for a further term
of three years with effect from 1st May, 2009 till 30th April 2012 and has been recently re-appointed by the Board of Directors for a further
term of three years with effect from 1st March 2012 to 28th February, 2015.
He has a total experience of over 33 years. His previous assignment prior to joining TCIL was as Chief Operations & Administrative Officer of
Birla Sunlife Asset Management Co. (AMC) Ltd. His expertise spans over Banking, Finance and Travel-related Foreign Exchange Management.
His responsibilities in TCIL include achievement of planned revenues through business development and growth.
As on 31st December, 2011, Mr. Madhavan Menon holds 2000 shares in the Company and his Directorships and Committee Memberships
of companies [including Thomas Cook (India) Limited] are as follows:
Name of Body Corporate/ Firm Position (Whether as Director/ Name of Committee Position (Whether as
Managing Director/ Chairman)
Member/ Chairman)
Travel Corporation (India) Limited Director Sub-Committee Chairman
Thomas Cook Insurance Services (India)
Limited
Chairman – –
Thomas Cook Tours Limited Chairman – –
Indian Horizon Travel & Tours Limited Chairman – –
Thomas Cook (India) Limited Managing Director Share Transfer & Shareholders’
/ Investors’ Grievance
Committee
Member
Sub-Committee Chairman
TC Visa Services (India) Limited Director – –
Cedar Management Consulting Private Ltd. Director – –
Thomas Cook (Mauritius) Holding Co. Ltd. Director – –
Thomas Cook (Mauritius) Operations Co. Ltd. Director – –
Thomas Cook (Mauritius) Holidays Ltd. Director – –
Thomas Cook (Mauritius) Travel Ltd. Director – –
3. Board Committees:
To enable better and more focussed attention on the affairs of the Company, the Board delegates particular matters to Committees of the
Board set up for the purpose. These Committees prepare the groundwork for decision making and report at the subsequent Board Meeting.
(i) Audit Committee:
The Audit Committee was formed in August 1995 and has been reconstituted over the years as per the legal requirements from time
to time. The present composition of the Audit Committee is in accordance with the provisions of the Companies Act, 1956 and the
Listing Agreements with the Stock Exchanges. It consists of four (4) Non-Executive Directors of whom three (3) are Independent as on
31st December, 2011.
The Audit Committee also invites at its meetings, senior executives/ management including the person in charge of the Business
Process Improvement & Audit function of the Company. The representatives of the auditors are also invited to the meetings. The
President & Head – Legal & Company Secretary acts as the Secretary to the Committee.
Terms of Reference
The Audit Committee, inter alia, reviews and reports to the Board on the following:
� Appointment and remuneration of Statutory and Internal auditors
� Scope of Internal Audit
� Compliance with legal and statutory requirements
� Periodical and yearly financial results of the Company before submission to the Board
� Effectiveness of systems and internal controls with reference to Foreign Exchange Management Act, 1999 (FEMA), International
Association of Travel Agents (IATA) and other regulations
� Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board
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