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

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42 Thomas Cook (India) Limited CEO/CFO Certification pursuant to Clause 49 of the Listing Agreement(s) To, The Board of Directors Thomas Cook (India) Limited Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai - 400 001. This is to certify that: a) We have reviewed the financial statements and the cash flow statement for the year 2011 and that to the best of our knowledge and belief: i. these statements do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading; ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control system of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies. d) We have indicated, wherever applicable, to the auditors and Audit Committee: i. significant changes, if any, in internal control over financial reporting during the year; ii. significant changes, if any, in accounting policies during the year and that the same have been disclosed in notes to the financial statements; and iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting. e) We affirm that we have not denied any personal access to the Audit Committee of the Company (in respect of matters involving alleged misconduct) and we have provided protection to ‘whistle blowers’ from unfair termination and other unfair or prejudicial employment practices. MADHAVAN MENON VINAYAK K. PUROHIT Managing Director Executive Director – Finance Thomas Cook (India) Limited Thomas Cook (India) Limited Mumbai, 16th February, 2012 Mumbai, 16th February, 2012 Declaration regarding compliance by Board Members and Senior Management Personnel with the Company’s code of conduct This is to confirm that all the Members of the Board and Senior Management personnel have affirmed compliance with the Company’s Code of Conduct for the year ended 31st December, 2011. MADHAVAN MENON Managing Director Thomas Cook (India) Limited Mumbai, 16th February, 2012
Auditors’ Report Auditors’ Report to the Members of Thomas Cook (India) Limited 1. We have audited the attached Balance Sheet of Thomas Cook (India) Limited (the “Company”) as at 31st December, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 (together the “Order”), issued by the Central Government of India in terms of subsection (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Act; (e) On the basis of written representations received from the directors, as on 31st December, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; (f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner, the Thomas Cook (India) Limited information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. For LOVELOCK & LEWES Firm Registration Number: 301056E Chartered Accountants NAGNATH V PAI Partner Membership Number: 36134 Mumbai Date: 16th February, 2012 43
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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
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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
Page 18 and 19: 14 giving due diligence to the bric
Page 20 and 21: 16 Report of the Directors on Corpo
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Page 28 and 29: 24 Sr. No. Nature of Complaint/ Que
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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 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
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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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Page 74 and 75: 70 Cash Flow Statement for the year
Page 76 and 77: 72 Consolidated Balance Sheet as at
Page 80 and 81: 76 Schedules forming part of the Co
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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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or as to any operations or activiti
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Schedules forming part of the Financial ... - Thomas Cook India

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