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

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22 Thomas Cook (India) Limited Details of fixed component and performance linked incentives paid for the financial year ended 31st December, 2011: Name of Director Salary Fixed (`) Performance Linked Incentives (`) Mr. Madhavan Menon 19,044,969 – Mr. Vinayak K. Purohit 16,376,616 – Mr. Rakshit Desai 28,762,863 – Total 64,184,448 – Details of Service Contracts, Notice Period, etc. of all the Directors for the financial year ended 31st December, 2011 Sr. No. Name of Director Contract Period (Tenure) Service Contract Notice Period Severance fees, if any 1 Mr. Madhavan Menon 1st May, 2009 to 30th April, 2012 Yes 12 months* As decided by the management 2 Mr. Vinayak K. Purohit 14th May, 2007 to 13th May, 2010 Yes 3 months As decided by the management 14th May, 2010 to 13th May, 2013 Yes 3 months As decided by the management 3 Mr. Rakshit Desai 25th November, 2008 to 24th November, 2010 Yes 3 months As decided by the management 25th November, 2010 to 24th November, 2011 Yes 3 months As decided by the management 25th November, 2011 to 24th November,2012 Yes 6 months As decided by the management 4 Non-Executive Directors None. The Non-Executive Directors liable to retire by rotation, get re-appointed as per the provisions of Articles of Association of the Company and the Companies Act, 1956 *Amended vide Supplemental Agreement dated 11th February, 2011 No None None Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable: Note: None of the Non-Executive Directors were issued / granted employee stock options under the Thomas Cook Employee Stock Option Plan 2007 (ESOP Scheme 2007) or the Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010) as on 31st December, 2011. Name of the Director Thomas Cook Employee Stock Option Plan 2007 (ESOP Scheme 2007) Grant in 2007 Grant in 2008 Grant in 2009 Grant in 2010 Grant in 2011 Options accepted Discount % Options accepted Discount % Options accepted Discount % Options accepted Discount % Options accepted Discount % SAYE Scheme 2010 Options accepted * Mr. Madhavan Menon 205000 5% 205000 5% - - - - - - 16500 10% Mr. Vinayak K. Purohit 162500 5% 162500 5% - - - - - - 16500 10% Mr. Rakshit Desai - - - - - - - - - - 16500 10% Discount % Period of accrual: In case of ESOP Scheme 2007, 1/3rd of the options granted, vest every year, over three (3) years; in case of SAYE Scheme, the vesting would occur at the end of thirty-six (36) monthly contributions Exercise Period: In case of ESOP Scheme 2007, all the vested options are exercisable over a period of ten (10) years from the respective grant dates; in case of SAYE Scheme 2010, the exercise period is one (1) month from vesting. * The figures of options mentioned in this column have changed pursuant to the change in the interest rate as per the terms of the SAYE Scheme 2010.
Thomas Cook (India) Limited (iii) Share Transfer & Shareholders’ / Investors’ Grievance Committee: Terms of Reference The Share Transfer Committee was formed in 1996 consisting of three (3) Executive Directors and three (3) Non-Executive Directors to approve transfer of shares, splitting and consolidation of shares and issue of duplicate share certificates. The Committee was renamed as the Share Transfer & Shareholders’ / Investors’ Grievance Committee in February, 2001. The Committee, as on 31st December, 2011 comprises of six (6) Directors, of whom three (3) are Non-Executive Directors and three (3) are Executive Directors, the Chairman being a Non-Executive Director. Composition of the Committee and attendance during the financial year ended 31st December, 2011: Pursuant to Clause 49(IV) of the Listing Agreement, the Committee met twenty-six (26) times during the year under review i.e. once in a fortnight to approve matters related to Shares, etc. Sr. No. Name of the Director Designation Category* No. of meetings attended 1. Mr. Hoshang Billimoria Chairman I & NED 25 2. Mr. Anant Vishnu Rajwade Member I & NED 26 3. Mr. Mahendra Kumar Sharma Member NED 19 4. Mr. Madhavan Menon Member ED 17 5. Mr. Vinayak K. Purohit Member ED 18 6. Mr. Rakshit Desai Member ED 18 * ED – Executive Director NED – Non-Executive Director I & NED – Independent and Non-Executive Director Name and Designation of Compliance Officer: Mr. R. R. Kenkare, President & Head - Legal & Company Secretary Number of Shareholders Complaints / Correspondence received so far / Number not solved to the satisfaction of shareholders / Number of pending share transfers as at 31.12.2011: I. Correspondence Construed as Complaints Sr. No. Nature of Complaint/ Query Total Received Total Replied Pending Queries (Days) 1-7 8-15 16-22 > 22 (1) Inquiry pertaining to non-receipt of shares sent for transfer 9 9 0 0 0 0 (2) Letters received from SEBI and other Statutory Bodies 2 0 0 0 0 2 (3) Reply sent giving warrant details (Reconciliation in process) 1 1 0 0 0 0 II. Other Correspondence Sr. No. Nature of Complaint/ Query Total Received Total Replied Pending Queries (Days) 1-7 8-15 16-22 > 22 (1) Non Receipt / Requests of Interest/ Dividend warrants 420 409 11 0 0 0 (A) Warrant already paid 1 1 0 0 0 0 (B) Requests pertaining to outdated, duplicate warrants and changes on live warrants 419 408 11 0 0 0 (C) Miscellaneous queries in connection with payments 0 0 0 0 0 0 23
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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 10 and 11: 6 Annexure to the Directors’ Repo
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 28 and 29: 24 Sr. No. Nature of Complaint/ Que
Page 30 and 31: 26 Thomas Cook (India) Limited vari
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
Page 52 and 53: 48 Schedules forming part of the Ba
Page 60 and 61: 56 Thomas Cook (India) Limited Sche
Page 62 and 63: 58 (b) Defined Benefit Plans Thomas
Page 64 and 65: 60 Year ended 31st December, 2011 T
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72 Consolidated Balance Sheet as at
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74 Thomas Cook (India) Limited Sche
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76 Schedules forming part of the Co
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86 Year ended 31st December, 2011 T
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88 Year ended 31st December, 2011 T
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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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