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

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28 Thomas Cook (India) Limited v) The Company has established a Whistleblower Policy for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. This policy also provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Ombudsperson under the Code. No personnel has been denied access to the Audit Committee. vi) The Company has fully complied with mandatory requirements as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges and has also adopted the following Non-Mandatory requirements as prescribed in Annexure I-D to the Clause 49 of the Listing Agreements : a) The Company has set up a Remuneration Committee (called the Recruitment & Remuneration Committee), details of which have been given earlier in this report. b) The Committee comprises wholly of Non-Executive Directors with majority of them being Independent and the Chairman also being an Independent Director. C) Whistleblower Policy: The Company has established a Whistleblower Policy for employees details of which have been given earlier in this report. vii) Pursuant to Clause 5A of the Listing Agreement, the Company has sent 3 (three) reminder letters to those shareholders whose shares are remaining unclaimed and lying with the Company/ Registrars and Share Transfer Agents. The third and final reminder was sent in the month of December 2011. 9. Means of communication: � The Unaudited Quarterly Financial Results of the Company to be published in the proforma prescribed by the BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE) are approved and taken on record by the Board of Directors of the Company within forty-five days of the close of the respective quarter except for the fourth quarter for which the financial results of the Company are approved and taken on record within sixty days of the end of the quarter. The approved results are forthwith sent to BSE & NSE as prescribed in the Listing Agreement. Further, the results in the prescribed proforma alongwith the detailed press release is published within 48 hours in the media ensuring wider publicity. The audited annual results are published within the stipulated period of sixty days from the close of the financial year as required by the Listing Agreement with the Stock Exchanges; the unaudited results for the last quarter of the financial year are not published. � Quarterly results are published in English and in Marathi in various newspapers. The Audited Financial Results of the Company are published in Free Press Journal (English) & Navshakti (Marathi). � Quarterly results have also been hosted on the Company’s website www.thomascook.in. � As per requirements of Clause 52 of the Listing Agreement, all the data related to quarterly financial results, shareholding pattern, etc. is required to be provided to the special website www.corpfiling.co.in in the prescribed manner. However, since the Company is not mandatorily required to provide the same to the special website, it provides only certain data to the said website. � All the official news releases and presentations on significant developments in the Company are hosted on Company’s website and provided to the Stock Exchanges and the press simultaneously. 10. The Management Discussion and Analysis Report forms part of the Directors’ Report and is attached. 11. General Shareholder information: Annual General Meeting : 35th Annual General Meeting Date : : Friday, 15th June, 2012 Time : : 3.30 p.m. Venue : Y. B. Chavan Auditorium, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai 400 021 Financial Year : 1st January, 2011 to 31st December, 2011 Book Closure : Friday, 8th June, 2012 to Friday, 15th June, 2012 (both days inclusive) Dividend payment date : Friday, 29th June, 2012 Listing on Stock Exchanges : A. Equity Shares of ` 1/- each : BSE Limited 1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Telephone: 022-2272 1233/34 Facsimile: 022-2272 1919/3027
Stock Code : National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 Telephone: 022-2659 8100 - 14 Facsimile: 022-2659 8237/38 BSE Limited Securities in - Physical Form No. 413 Electronic Form No. 500413 Scrip Name – THOMAS CK IN Scrip Id – THOMASCOOK National Stock Exchange of India Limited Symbol – THOMASCOOK Series – EQ Scrip Name – THOMAS COOK ISIN : INE332A01027 Thomas Cook (India) Limited B. Class ‘B’ 0.001% Cumulative Optionally Convertible/ Fully Redeemable Preference Shares of ` 10/- each : BSE Limited 1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Telephone: 022-2272 1233/34 Facsimile: 022-2272 1919/3027 National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 Telephone: 022-2659 8100 - 14 Facsimile: 022-2659 8237/38 Stock Code : BSE Limited Securities in - Electronic Form No. 700119 Scrip Id – THOMASPSB ISIN : INE332A03015 National Stock Exchange of India Limited Symbol – THOMASCOOK Series – P2 Scrip Name – THOMASCOOK C. Class ‘C’ 0.001% Cumulative Optionally Convertible/ Fully Redeemable Preference Shares of ` 10/- each : BSE Limited 1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Telephone: 022-2272 1233/34 Facsimile : 022-2272 1919/3027 National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 Telephone: 022-2659 8100 - 14 Facsimile: 022-2659 8237/38 29
Page 2: CORPORATE INFORMATION BOARD OF DIRE
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
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Page 16 and 17: 12 the Leisure business has grown s
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Page 20 and 21: 16 Report of the Directors on Corpo
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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 34 and 35: 30 Stock Code : BSE Limited Securit
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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
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Page 62 and 63: 58 (b) Defined Benefit Plans Thomas
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Page 76 and 77: 72 Consolidated Balance Sheet as at
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86 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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