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

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20 Thomas Cook (India) Limited The powers and terms of reference of the Audit Committee are in accordance with the provisions of Clause 49 of the Listing Agreement. The Chairman of the Audit Committee possesses accounting or related financial management expertise and attends the Annual General Meeting of the Company. Composition and attendance during the financial year ended 31st December, 2011: The Committee met four (4) times during the year under review. The said meetings were held on 17th February, 2011, 26th April, 2011, 26th July, 2011, and 21st October, 2011 respectively. Sr. No. Name of Director Designation Category * No. of meetings attended 1. Mr. Hoshang Billimoria ** Chairman I & NED 4 2. Mr. Anant Vishnu Rajwade Member I & NED 4 3. Mr. Ramesh Savoor Member I & NED 4 4. Mr. Mahendra Kumar Sharma Member NED 4 5. Mr. Madhavan Menon Invitee MD N.A. 6. Mr. Vinayak K. Purohit Invitee ED N.A. 7. Mr. Rakshit Desai Invitee ED N.A. * ED – Executive Director Director NED – Non-Executive Director I & NED – Independent and Non Executive Director MD – Managing ** Mr. Hoshang Billimoria was present at the previous Annual General Meeting held on 5th May, 2011 in terms of Clause 49(II) of the Listing Agreement (ii) Recruitment & Remuneration Committee: The Recruitment & Remuneration Committee was formed in August, 1995 consisting of two (2) Non-Executive Directors and two (2) Executive Directors. As per amended guidelines of the law, the Committee as on 31st December, 2011 comprises of three (3) Non Executive and Independent Directors. Terms of Reference The Committee has the mandate to consider Human Resource Policies pertaining to the recruitment and selection of Directors (Executive & Non-Executive) and senior employees of the Company, particularly the ones pertaining to terms and conditions of employment, remuneration, retirement benefits, performance appraisals, key succession planning and to make recommendations to the Board. Remuneration Policy & Performance Criteria The Recruitment & Remuneration Committee determines and recommends to the Board, the compensation of the Directors and employees. The key components of the Company’s Remuneration Policy, as approved by the Recruitment & Remuneration Committee are: � � �� performance. � � �� or such other criteria. � � �� Committee and/or the Board of Directors of the Company. The shareholders approve the compensation of the Executive Directors for the entire period of their term. The compensation payable to each of the Non-Executive Directors is limited to a fixed percentage of profits per year as recommended by the Recruitment & Remuneration Committee, the aggregate of which is within the limit of 1% of the net profits of the Company for the year calculated as per the provisions of the Companies Act 1956, as approved by the Board and the shareholders, and is separately disclosed in the
Thomas Cook (India) Limited financial statements. The actual amount of commission payable to each Non-Executive Director is decided by the Board based on the overall contribution and role of such Directors. The role and the involvement of the Non-Executive Directors as members of the Board and its Committees, has undergone qualitative changes pursuant to more stringent accounting standards and corporate governance norms. Further, in view of the scale and expertise required for the Company’s business, the Company pays sitting fees at the rate of ` 20,000/- per meeting to the Non-Executive Directors for attending the meetings of the Board and Audit Committee and ` 10,000/- per meeting for Share Transfer & Shareholders’ / Investors’ Grievance Committee and Recruitment & Remuneration Committee constituted by the Board. Composition and attendance during the year ended 31st December, 2011: The Committee met three (3) times during the year under review. The meetings were held on 17th February, 2011, 26th July, 2011 and 21st October, 2011 respectively. Sr. No. Name of the Director Designation Category* No. of meetings attended 1. Mr. Anant Vishnu Rajwade Chairman I & NED 3 2. Mr. Krishnan Ramachandran Member I & NED 3 3. Mr. Ramesh Savoor Member I & NED 3 NED – Non-Executive Director I – Independent ED – Executive Director Details of Remuneration to the Directors for the financial year ended 31st December, 2011 Executive Directors Name of Director Basic Salary (`) Benefits/ Allowances (`) Bonus/ Commission (`) Sitting Fees (`) Pension (`) Total (`) Stock Options granted & accepted during the year Mr. Madhavan Menon 7,283,090 11,761,879 Nil Nil Nil 19,044,969 Nil Mr. Vinayak K. Purohit 5,811,069 10,565,547 Nil Nil Nil 16,376,616 Nil Mr. Rakshit Desai 10,658,066 18,104,797 Nil Nil Nil 28,762,863 Nil Sub-Total (a) 23,752,225 40,432,223 Nil Nil Nil 64,184,448 Nil Non-Executive Directors Name of Director Basic Salary (`) Benefits/ Allowances (`) Bonus/ Commission (`) Sitting Fees (`) Pension (`) Total (`) Stock Options granted & accepted during the year Mr. Hoshang Billimoria - - 1,250,000 410,000 - 1,660,000 Nil Mr. Anant Vishnu Rajwade - - 1,250,000 450,000 - 1,700,000 Nil Mr. Ramesh Savoor - - 1,250,000 190,000 - 1,440,000 Nil Mr. Mahendra Kumar Sharma - - 1,250,000 350,000 - 1,600,000 Nil Mr. Krishnan Ramachandran - - 1,250,000 90,000 - 1,340,000 Nil Sub – Total (b) - - 6,250,000 1,490,000 - 7,740,000 Nil Total (`) (a+b) 23,752,225 40,432,223 6,250,000 1,490,000 - 71,924,448 Nil � With effect from May, 2005, Commission to the Executive Directors was paid on the Return on Equity (ROE) formula. � None of the Directors are related to each other in any manner. � None of the Directors hold any shares in the Company as on 31st December, 2011 other than Mr. Madhavan Menon and Mr. Vinayak K. Purohit. They held 2000 and 6000 equity shares respectively as on that date. � Apart from the above, there are no other pecuniary relationships of or transactions by the Non-Executive Directors with the Company. 21
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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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100 ICC Tower Thomas Cook (India) L
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102 MUMBAI Head Office Thomas Cook
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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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any other company not in the same l
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Schedules forming part of the Financial ... - Thomas Cook India

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