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

Thomas Cook (India) Limited
(f) The Anti Money Laundering Policy lays down internal control procedures to ensure that the compliances of all rules and
regulations including business processes are met. The Company has also adopted the system of Concurrent Audit for its branches
in the foreign exchange business with effect from October 2003 as per the requirements of Reserve Bank of India.
(g) Code of Conduct has been formulated for the Board of Directors and Senior Management of the Company to enhance the
standards of ethical conduct and uphold these standards in day-to-day activities, to further achieve good corporate governance
and to implement highest degree of transparency, integrity, accountability and corporate social responsibility in all its dealings.
The Code is also put up on the Company’s website: www.thomascook.in. An affirmation of the Managing Director regarding
compliance with the Code of Conduct by all the Directors and Senior Management Personnel of the Company is annexed to this
report.
6. Subsidiary Companies:
There is no material non-listed Indian subsidiary company of Thomas Cook (India) Limited for the year ended 31st December, 2011.
Notwithstanding this, Mr. H. S. Billimoria, Independent Director of the Company, is an Independent Director on the Board of Travel
Corporation (India) Limited, a wholly-owned subsidiary of the Company. The Company monitors the performance of all its subsidiaries,
inter alia, by the following means:
� The financial statements, in particular, the investments made by the unlisted Indian subsidiary company are reviewed by the Audit
Committee of the Company as and when required.
� The minutes of the Board Meetings of the subsidiaries are noted at the Board Meetings of the Company.
7. Annual General Meetings:
Location and time where last three Annual General Meetings held:
Location Date Time
Y. B. Chavan Auditorium
Gen. Jagannath Bhosale Marg,
Next to Sachivalaya Gymkhana,
Mumbai 400 021
28th May, 2009 3.30 p.m.
Y. B. Chavan Auditorium
Gen. Jagannath Bhosale Marg,
Next to Sachivalaya Gymkhana,
Mumbai 400 021
Y. B. Chavan Auditorium
Gen. Jagannath Bhosale Marg,
Next to Sachivalaya Gymkhana,
Mumbai 400 021
12th May, 2010 3.30 p.m.
5th May, 2011 3.30 p.m.
Special resolutions passed at last three Annual General Meetings (AGM):
1. 32nd AGM held on 28th May, 2009: Approving the payment of Commission to Non – Executive Directors of the Company.
2. 33rd AGM held on 12th May, 2010: Minimum Remuneration and Waiver of Excess Remuneration paid for 2009 and Revision in terms
of Remuneration of Mr. Madhavan Menon, Managing Director; Minimum Remuneration and Waiver of Excess Remuneration paid
for 2009, Revision in terms of Remuneration and Re-appointment of Mr. Vinayak K. Purohit, Executive Director – Finance; Revision
in terms of Remuneration of Mr. Rakshit Desai, Executive Director – Travel Services; Payment of Commission to Non- Executive
Directors of the Company; Variation of the Thomas Cook Employees Stock Option Plan 2007; Extension of the amended Thomas Cook
Employees Stock Option Plan 2007 to the employees of subsidiaries.
3. 34th AGM held on 5th May 2011: Reappointment of Mr. Rakshit Desai, Executive Director – Travel Services.
8. Disclosures:
i) The Company does not have any related party transactions that may have any potential conflict with the interest of the Company at
large.
ii) The Company has complied with all the requirements of the Stock Exchanges, SEBI or any other statutory authority(ies) on any matter
related to capital markets during the last three years and no penalties, strictures have been imposed against it by such authorities
during such period.
iii) The Company’s accounting policies are in line with generally accepted practices in India and these policies have been consistently
adopted & applied and there is no change in these policies during the year.
iv) The Company has formulated a Policy on Ethics and Integrity, which is binding on all the employees of the Company.
27