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

38
Report of the Various
Committees of the Board
Report of the Audit Committee to the Members of Thomas Cook (India) Limited:
The Audit Committee of the Board consisted of the following members:
Mr. H. S. Billimoria
Mr. A. V. Rajwade
Mr. M. K. Sharma
Mr. Ramesh Savoor
Mr. R. R. Kenkare, President & Head - Legal & Company Secretary, acts as the Secretary of the Committee.
Thomas Cook (India) Limited
As per the requirement of the clause on Corporate Governance in the Listing Agreement as also the provisions of the Companies Act, 1956, the
Audit Committee consists exclusively of Non-Executive Director.
The Committee has, inter alia, overseen the Company’s financial reporting system and the disclosure of financial information. The Committee
reviewed the independence of both the internal and statutory auditors. The Committee also reviewed the reports of the Risk Management
Committee. The management is in the process of resolving the implementation and integration issues in its Leisure Travel Outbound Business
(LTOB) software modules which is being implemented in a phased manner. This would strengthen internal control systems in respect of the
Company’s LTOB Business. Further, all frauds are covered under the fidelity policy. The Company has recovered some of the amounts and where
deemed appropriate, adequate provisions have been made in the accounts. Apart from the aforesaid, the internal auditors and the statutory
auditors reported to the Committee that the internal controls to ensure that the accounts of the Company are properly maintained and that
prevailing laws and regulations are complied with, have been put in place. Based on these reports, the Committee has nothing else to report.
The Committee recommended to the Board the reappointment of M/s. Lovelock & Lewes, as statutory auditors of the Company for the year
ended 31st December, 2012. The Committee also recommended the appointment of Sharp & Tannan as internal auditors along with their scope
of work.
Mumbai
16th February, 2012
Report of the Sub-Committee of the Board to the Members:
H. S. BILLIMORIA
Chairman
Audit Committee
The Sub-Committee of the Board met 23 times during the year ended 31st December, 2011. The requisite quorum was present from among the
following members of the Committee.
Mr. Madhavan Menon
Mr. Vinayak K. Purohit
Mr. Rakshit Desai
Mr. R. R. Kenkare, President & Head - Legal & Company Secretary, acts as the Secretary of the Committee.
The Board has delegated certain powers of routine nature required to effectively manage the day to day affairs of the Company. These are
considered at length at the meetings of this Committee, which, while relieving the full Board from the burden of considering routine matters,
also helps to effectively reduce the time to go ahead in the matters requiring Board approval.
The Sub-Committee presently consists of Mr. Madhavan Menon, Chairman, Mr. Vinayak K. Purohit, Member and Mr. Rakshit Desai, Member. The
Sub-Committee meets once in a month or as and when required.
Mumbai
30th January, 2012
MADHAVAN MENON
Chairman
Sub – Committee of the Board