To the Members,
Your Directors have pleasure in presenting the Forty-sixth
Annual Report, together with audited financial statements for the financial year ended
on March 31, 2023.
OVERVIEW
During the Financial Year 2022-23, the global tourism industry experienced a notable
recovery, surpassing 900 million travellers, double the number from the previous year, yet
still 37% lower than pre-pandemic levels in 2019. The rebound was driven by easing travel
restrictions and pent-up demand, with Europe and the Middle East leading the way, reaching
80% and 83% of pre-pandemic levels, respectively. However, the Asia-Pacific behind, only
recovering 23% of its pre-pandemic visitors. Despite challenges, the industry's outlook
remains positive, with pent-up demand and the reopening of the Asia-Pacific region
expected to sustain growth. The Indian travel industry has shown remarkable resilience and
recovery amid the challenges posed by different headwinds. As international and domestic
travel restrictions were eased, the sector witnessed a gradual return to pre-pandemic
levels, with international tourist arrivals reaching 63% by November 2022. The hotel
industry, although impacted by inflation saw improved occupancy rates, and the entire
aircraft movement experiencedsignificantgrowth. With effective pandemic management, travel
demand has rebounded, and aprofitability strong recovery. The sector is projected to grow
substantially, becoming one of the fastest-growing economic sectors with a significant
impact on employment and regional development. The government's initiatives, such as the
'Incredible India' campaign, the development of tourist destinations, and the promotion of
various tourism segments, further contribute to the industry's growth and position India
as an increasingly preferred destination for global travellers.
Government Initiatives
The Indian government's Union Budget-2023 demonstrates annualized tourism industry a
firm by implementing a series of strategic measures. These initiatives include the
development of 50 diverse tourist destinations, encompassing coastal, wildlife, adventure,
cultural, and spiritual experiences, aimed at attracting a larger number of visitors and
elevating their travel encounters. The focus on modernizing tourism apps and enhancing
digital connectivity will facilitate easy access to information and services for
travellers. Moreover, the promotion of destination weddings, global conferences, and
sporting events not only augments infrastructure but also stimulates economic growth.
Through strategic public-private partnerships involving industry associations, local
bodies, and experts, effective tourism promotion is ensured.
The Vibrant Village Programme further contributes to overall sector growth by
developing tourism infrastructure in border villages.
The Prashad, Nabh Nirman, and Rail Network Expansion initiatives are expected to be
instrumental in driving the industry's progress in the years to come. Moreover, the
simplified are anticipated to attract more tourists, leading to increased revenue for the
industry. The Government's 5G Initiative is revolutionising the guest experience,
transforming how travellers used to interact and engage with services, further positioning
the sector's advancement. As a result of these proactive measures, the tourism industry
region lagged is witnessing encouraging signs, with a surge in foreign tourist arrivals
and a resurgence in MICE tourism. With a continued focus on infrastructure development,
India is poised to become a premier choice for hosting MICE events, elevating the
industry's prospects and boosting economic growth in the country.
Performance overview
The Group's commitment to customer-centricity and innovation, coupled with its
extensive omnichannel presence and technology, has enabled the delivery of unique and
delightful travel solutions. Catering to both B2B and tariffs, andlowered B2C customers,
its diverse travel products cover domestic and international leisure travel, corporate
travel, MICE, and destination management services. Post-pandemic, the Company has adeptly
curated travel experiences to meet evolving customer needs, resulting in substantial
growth and a positive financial outlook. The group displayed commendable financial
performance, witnessing a substantial improvement in operating EBITDA compared to the
previous year's loss. The overall consolidated total income experienced remarkable
year-on-year growth. Notably, Sterling Holidays, a subsidiary of the Company,
achieveditshighestEBITDAandPBTfigures since its inception. This success can be attributed
to the Company's strategic focus on cost optimization, resulting in significant and a 20%
reduction in costs compared to pre-pandemic levels in FY20. The Company's prudent
financial position, with substantial cash and bank balances held as of March 31, 2023.
PERFORMANCE HIGHLIGHTS
Standalone performance (FY23 v/s FY22)
Total Income stood at Rs. 14,759.3 mn compared to Rs. 3,598.7 mn
Total Income from operations stood at Rs. 13,640.2 mn compared to Rs. 2,857.4 mn
Profit Before Tax and exceptional items of Rs. 207.7 mn from Rs. (1,180.4) mn
Profit After Tax stood at Rs. 15.0 mn as compared to Rs. (824.8) mn Consolidated
performance (FY23 v/s FY22)
Total Income (includes other income) stood at Rs. 51,111.9 mn from Rs. 19,460.6 mn
Total Income from operations stood at Rs. 50,476.7mn from Rs. 18,882.5 mn
Total Earnings Before Interest, Taxes, Depreciation and Amortisation was at Rs. 2,414.3
mn from Rs. (1,296.9) mn
On a consolidated basis, our Company reported PBT before exceptional items of Rs. 282.6
mn from Rs. (3,199.4) mn
Profit After Tax stood at Rs. 103.7 mn from Rs. (2,539.0) mn. The above numbers, at
both consolidated and standalone levels, include a Mark to Market non-cash,
non-operational loss of Rs. 352.8 mn. arising from the Equity Shares held by the Company
in Quess Corp Limited through its Employees Benefit Trust. The corresponding number in
FY22 was a loss of Rs. 40.1 mn.
The strong resilience that the Company has shown in terms of recovery when the travel
industry was impacted, is a reflection of our focus on innovative and robust business
processes and technology. We believe that we have overturned this slump with the right
strategy. Foreign Exchange, Corporate Travel, MICE, Leisure Travel, Sterling year, the
Company has transferred Rs. Holidays, Horizon Travel Services LLC (AlliedTPro), Asian
Trails, Private Safaries (East Africa), Desert Adventures (our DMS subsidiary in the
Middle East) and DEI (our Digital Imaging Solutions subsidiary) held us in good stead
during the financial year, contributing significantly.
EXTENSIVE NETWORK
As of March 31, 2023, your Company, along with its subsidiaries/Associates/Joint
Venture Companies, as the case may be, continues to be amongst the largest integrated
travel groups in India. Your Company is a leading integrated transnational travel and
travel related services Company Foreign Exchange, Corporate Travel, MICE, Leisure Travel
and Value Added Services.
Your Company along with its subsidiaries has presence in twenty-eight (28) countries
outside India through its branches/representative offices.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of the business of the Company. Your
Companycontinuestobeinthebusiness track record to achieve an of Travel and Travel related
services.
DIVIDEND
The Board of Directors of the Company at its meeting held on Wednesday, September 28,
2022, approved payment of dividend at the rate of 7.00% per annum
(i.e. paise 70 per share of Rs.10 each pro-rated for the period of holding) on
Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) as on March 31,
2022 as per the terms of issue and subject to compliance with applicable laws and
applicable withholding tax, in this regard. Acccordingly, on September 30, 2022, Company
has paid Gross dividend of Rs. 295,996,568.77 (Net of TDS Rs. 281,196,740.33) to
holder of OCCRPS.
The Directors recommend dividend for approval of the members on Equity Shares @ 40%
(i.e. Rs. 0.40 per equity share of Re. 1/- each) for the financial year ended March 31,
2023.
The proposed dividend on the equity share capital will absorb Rs. 188.2 mn for
dividend, subject to the applicable withholding of taxes. The Board seeks approval of the
shareholders for the dividend recommended on the equity share capital as will be
outstanding on the date of book closure/ record date. The propose dividend shall be
declared and payable as per the dividend distribution policy of the Company.
The above proposal for declaration of dividend forms part of the Notice of the 46th
Annual General Meeting and is recommended for the members' approval therein. Dividend will
be payable subject to approval of members at the ensuing Annual General Meeting and
deduction of tax at source to those Shareholders whose names appear in the Register of
Members as on the book closure/record date.
GENERAL RESERVE
During the financial
6.5 mn from Share Option Outstanding Account to General Reserve. The total General
Reserve stands at Rs. 1,168.9 mn as on March 31, 2023.
PROMOTERS
Fairfax Financial Holdings Limited
The promoter of your Company, Fairbridge Capital (Mauritius) Limited ("FCML")
is an indirect wholly-owned subsidiary of Fairfax Financial Holdings Limited
("Fairfax"), a company incorporated under the laws of Canada. Fairfax is a
holding company which, through its subsidiaries, is primarily engaged in property and
casualty insurance and reinsurance and the associated investment management. Fairfax was
founded in 1985 by the present Chair and Chief Executive Officer, Mr. Prem Watsa. Fairfax
has been under present management since 1985 and is headquartered in Toronto, Canada. Its
common shares are listed on the Toronto Stock Exchange. Fairfax's corporate objective is
to achieve a high rate of return on invested capital and build long-term shareholder
value. Since 1985, Fairfax has demonstrated a strong financial annual compounded
appreciation in book value per share of 18.5% (including dividends) and currently has over
USD 92 Bn in consolidated assets.
Thomas Cook (India) Limited is a part of the Fairfax group. As of March 31, 2023, the
promoter holds 72.34 % of the total paid up equity share capital of the Company.
DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013
During the financial year, the Company has not accepted any deposits within the meaning
of Section 73 & 76 of the Companies Act, 2013, read with the Rules made thereunder,
and therefore, no amount of principal or interest on deposit was outstanding as of the
Balance Sheet date.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, all the transactions with related parties were in the
ordinary course of business and on an arm's length basis; and there were no material
contracts or arrangements or transactions at arm's length basis or otherwise. The
disclosure in Form AOC-2 is annexed as Annexure 4 of this Board's Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS IN FUTURE and
material Therewerenosignificant orders passed by the regulators or courts or tribunals
impacting the going concern status of the Company and its operations in future.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, Guarantees are given in the Corporate Governance Report which
forms part of the Annual Report. Further, Investments are given in Note 5 of Standalone
Financial Statements which forms part of Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual
accounts for the financial year ended March 31, 2023, theapplicable of his rich and
accounting standards have been followed and there were no material departures; ii) the
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on March 31, 2023 and of the profit of the
Company for the year ended on that date; iii) the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; iv) the Directors have prepared
the annual accounts on a going concern basis; v) the Directors have laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and are operating effectively; and vi) the Directors have devised proper
system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
DIRECTORS
Appointment and Re-appointment
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
the Rules made there under and the Article 116 of the Articles of Association of the
Company, Mr. Chandran Ratnaswami (DIN: 00109215), Non Executive Director of the Company,
retires by rotation and being eligible, has offered himself for re-appointment. Based on
performance evaluation and recommendation of Nomination and Remuneration Committee, the
Board of Directors recommends his re-appointment as Non Executive Director of the Company,
liable to retire by rotation.
As per Regulation 17(1A) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, with effect from April 1,
2019, no listed company shall appoint or continue the directorship of a non executive
director who has attained the age of 75 years, unless a special resolution is passed to
that effect and justification thereof is indicated in the explanatory statement annexed to
the notice for such appointment.
Mr. Chandran Ratnaswami (DIN: 00109215) would attain the prescribed age limit on May
11, 2024. In the opinion of the Nomination and Remuneration Committee and Board of
Directors of the Company, considering seniority of Mr. Chandran Ratnaswami and role played
by him towards the growth of this varied Company and to reap the benefits experience, the
re-appointment of Mr. Chandran Ratnaswami as a Non Executive Director of the Company,
liable to retire by rotation and continuation of his directorship beyond 75 years of age
would be in the interest of the Company and its shareholders. Thereby based on the
performance evaluation and the recommendation of the Nomination and Remuneration
Committee, the Board of Directors vide resolution dated May 18, 2023 approved and
recommended to the shareholders for their approval for the continuation of his
Directorship on the Board of the Company as a Non Executive Director beyond 75 years of
age, after May 11, 2024, liable to retire by rotation.
Mr. Chandran Ratnaswami is not debarred from holding of office of Director pursuant to
any Order issued by Securities and Exchange Board of India, Ministry of Corporate Affairs,
Reserve Bank of India or any other such authority.
Key Changes during the financial year and upto the date of Report
The Board with effect from November 30, 2022 approved the appointment/re-designation of
the following: Relinquishment by Mrs. Kishori Udeshi (DIN: 01344073) from the position of
Chairperson of the Board and her re-designation as a Non Executive Independent Director of
the Company with effect from November 30, 2022 for the remainder of her term of office
upto September 15, 2024 or till earlier date as to conform to the Company's policy on
corporate governance.
Re-designation of Mr. Madhavan Menon (DIN: 00008542) as Chairman & Managing
Director of the Board and the Company with effect from November 30, 2022 for the remainder
of his term of office. The Members of the Company vide its resolution dated April 26,
2023, approved the following: Payment of remuneration to Mr. Madhavan Menon
(DIN:00008542), Chairman and Managing Director and minimum remuneration in case of
inadequacy of profits for the period commencing 2023 to February 28, 2025.
Re-appointment of Mr. Mahesh Iyer (DIN: 07560302), as Executive Director and Chief
Executive Officer of the Company for a term of 5 years commencing from May 29, 2023 to May
28, 2028 and fixation of remuneration and minimum remuneration in case of inadequacy of
profits for the period commencing from May 29, 2023 to May 28, 2026.
The Board of Directors vide its resolution dated July 05, 2023, approved the following,
subject to the approval of share holders at the 46th Annual General Meeting of the
Company: Re-designation and appointment of Mr. Madhavan Menon (DIN:00008542) as Executive
Chairman in the category of Whole Time Director, from his earlier designation/appointment
as Chairman and Managing Director of the Company, for a fresh term of five
(5) years commencing from July 05, 2023 to July 04, 2028, not liable to retire by
rotation, and fixation of remuneration and minimum remuneration for a period of three
(3) years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of
profits.
Re-designation and appointment of Mr. Mahesh Iyer (DIN: 07560302) as Managing Director
and Chief Executive Officer of designation/appointment as Executive Director and Chief
Executive (5) years commencing from July 05, 2023 to July 04, 2028, liable to retire by
rotation, and fixation of remuneration and minimum remuneration for a period of three (3)
years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of profits.
Mr. Madhavan Menon and Mr. Mahesh Iyer are not debarred from holding of office of
Director pursuant to any Order issued by Securities and Exchange Board of India, Ministry
of Corporate Affairs, Reserve Bank of India or any other such authority.
The above proposals for appointment/re-appointment/ re-designation forms part of the
Notice of the 46th Annual General Meeting of the Company and the relevant Resolutions are
recommended for members approval thereon. None of the Director of the Company have
resigned during the Financial Year under review.
Declaration of Independence
The Company has received necessary declarations from all the Independent Directors
on the Board of the Company confirming that they meet the criteria of Independence as
prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and
Regulation 16(1)(b) and other applicable March 1, regulations, if any, of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended. The Independent Directors have also confirmed are not aware of any
circumstance or situation which exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties.
Further, the Independent Directors have also submitted a declaration in compliance with
the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, which mandated the inclusion of an Independent Director's name in
the data bank of persons offering to become Independent Directors, of Indian Institute of
Corporate Affairs ("IICA") for a period of one year or five years or life time
till they continue to hold the office of an Independent Director and also completed the
online proficiency Institute of Corporate Affairs, wherever applicable. The Board of
Directors, based on the declaration(s) received from the Independent Directors, have
verified the veracity of such disclosures and confirmed that the Independent Directors
fulfill the conditions of independence specified in the Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as
amended and are Company, independent of the management of the Company. from his earlier In
the opinion of the Board, all the Independent for a fresh term of five Director are
persons possessing attributes of integrity, expertise and experience (including
proficiency) as required under the applicable laws, rules and regulations.
The Company has issued letters of appointment/ re- appointment to Independent Directors
in the manner as provided under Companies Act, 2013. The terms and conditions of the said
appointment are hosted on website of the Company.
Familiarization program for Independent Directors Your Company has in place the
familiarisation programme for Independent Directors with regard to their role, duties and
responsibilities, nature of the industry in which the Company operates, business /
operating model of the Company etc. The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to familiarise with the Company's
procedures and practices. The details of the training and familiarization program are
provided in the Corporate Governance Report, which forms part of the Annual Report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Companies
Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015.
In a separate meeting of Independent Directors, performance of non-independent
directors, the board as a whole and the Chairperson of the Company were evaluated.
Further, the Independent Directors in the said meeting had also assessed the quality,
quantity and timeliness of flow of information between the Company's management and the
Board.
The Independent Directors were satisfied with the overall functioning of the Board,
which displayed a high level of commitment and engagement. Performance evaluation of
Independent Directors was done by the entire board, excluding the Independent Directors
being evaluated.
The performance evaluation of the board was based on the criteria such as the board
composition and structure, information and functioning, succession planning, strategic
planning, etc.
The performance evaluation of the Committees was based on the criteria such as
Structure of the Committee and meetings, effectiveness of committee meetings, frequency of
the meetings, etc. The performance evaluation of the Directors was based on the criteria
such as experience, knowledge and competency, governance, safeguarding the interests of
all stakeholders, etc.
The performance of the Independent Directors was based on the criteria such as time
devoted and attention given to professional obligations for independent decision making
and acting in the best interest of the Company, strategic guidance to the Company and help
in determining important policies, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017. Further, the said criteria were
also mentioned in the rating sheets which were filled by each of the Directors during the
financial year with regard to the abovementioned performance evaluations.
Number of Board Meetings during the financial year
During the financial year, five (5) meetings of the Board of Directors were held,
the details of which are given in the Corporate Governance Report of the Company, which
forms a part of the Annual Report.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company as on the date of this Report are: ^Mr. Madhavan
Menon, Executive Chairman Mr. Mahesh Iyer, Managing Director & Chief Executive Officer
Mr. Brijesh Modi, Chief Financial Officer Mr. Amit Parekh, Company Secretary &
Compliance Officer ^Mr. Madhavan Menon was re-designated as Executive Chairman of the
Company with effect from July 05, 2023. Mr. Mahesh Iyer was re-designated as Managing
Director and Chief Executive from July 05, 2023.
AUDITORS Statutory Auditors
The members of the Company at 45th Annual General Meeting ("AGM") held on
28th September, 2022 had reappointed M/s. B S R & Co. LLP, Chartered Accountants [ICAI
Firm's Registration No. 101248W/W-100022], as the Statutory Auditors of the Company, for a
second term of consecutive five (5) years to hold the office from the conclusion of 45th
Annual General Meeting ("AGM") until the conclusion of 50th AGM of the Company.
Further, vide Ministry of Corporate Affairs (MCA) notification dated May 7, 2018, the
requirement ratificationof for appointment of Statutory Auditors by members at every AGM
has been dispensed with. Accordingly, no such item has been considered in the 46th AGM
Notice.
The Statutory Auditors Report does not contain any qualifications, reservations or
adverse remarks on the financial statements of the Company. Further, the Company is in
compliance with the RBI regulations on downstream investments issued from time to time and
no qualification were made by the Statutory Auditors in their report.
Secretarial Auditor
The Board of Directors appointed Mr. Keyul M. Dedhia of M/s Keyul M. Dedhia &
Associates, Company Secretaries in Practice (COP No. 8618) as the Secretarial Auditor of
the Company under Section 204 of the Companies Act, 2013 read with the Rules made
thereunder, for conducting the Secretarial Audit for the financial year 2022-23. The
Secretarial Audit Report for the financial year 2022-23 does . not contain any adverse
remark, qualification The Secretarial Audit Report is annexed as Annexure 1 which
forms part of this Report.
In terms of Regulation 24A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, every listed entity and its
material unlisted subsidiaries incorporated in India shall undertake secretarial audit and
shall annex a secretarial audit report given by a company secretary in practice with the
annual report of the listed entity. For the FY 2022-23, the unlisted material subsidiary
company incorporated in India is M/s. Sterling Holiday Resorts Limited.
M/s. Sterling Holiday Resorts Limited, has appointed M Damodaran & Associates LLP,
Company Secretaries in Practice as the Secretarial Auditor, for the year ended March 31,
2023.
Accordingly, the Secretarial Audit Report of M/s. Sterling Holiday Resorts Limited is
set out in the "Annexure 1-A".The said report do not contain any adverse
remark, qualification or reservation.
Cost Records and Audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
DETAILS OF FRAUD REPORTED BY AUDITORS
There were no frauds reported by the Statutory Auditors under the provisions of Section
143(12) of the Companies Act, 2013 and the Rules made there under.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR') Committee
In compliance with the requirements of Section 135 of the Companies Act, 2013 read with
the applicable rules made there under, the Company has a duly constituted CSR Committee.
The details of the CSR Committee are provided in the Corporate Governance Report of the
Company, which forms part of the Annual Report.
CSR Policy
The contents of the CSR Policy of the Company as approved by the Board in its meeting
held on May 27, 2021 on the recommendation of the CSR Committee is available on the
website of the Company and can be accessed through the web link at
https://resources.thomascook.in/downloads/ ThomasCookCSRPolicy.pdf
CSR initiatives undertaken financial during the year 2022-23, if any
The Annual Report on CSR Activities undertaken by Company during the financial year
2022-23, is annexed as Annexure 2 which forms part of this Report.
Excess CSR amount of Rs. 55.91 Lakhs spent in the financial year 2020-21 was carried
forward and is available for setoff for next three years. Since there was no spending
required for financial year 2021-22 and financial year 2022-23, the entire amount is
available for set off for financial year 2023-24.
COMMITTEES OF BOARD
The Company has the following committees of the Board of Directors and the details
pertaining to such committees are mentioned in the Corporate Governance Report, which
forms part of the Annual Report:
Audit Committee
Risk Management Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Sub-Committee of the Board
During the year, all recommendations made by the aforesaid committees were approved by
the Board.
LISTING OF SECURITIES
As on the date of this report, the Company has its Equity Shares listed on the
following Stock Exchanges: i. BSE Limited and ii. The National Stock Exchange of India
Limited The listing fees for the financial year under review have been paid to the Stock
Exchanges where the Equity Shares of the Company are listed.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Company continues to be committed to good corporate governance aligned with the
best corporate practices. It has also complied with various standards set out by
Securities and Exchange Board of India and the Stock Exchanges where its Securities are
listed. The Management Discussion and Analysis Report for the financial year 2022-23, as
stipulated under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of the Annual Report. For the
financial has complied with the requirements of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable
rules and regulations with respect to Corporate Governance.
A certificate from a Practicing Company Secretary obtained by the Company regarding
such compliance of conditions of Corporate Governance is annexed to the Corporate
Governance Report which forms part of the Annual Report.
NOMINATION CUM REMUNERATION POLICY
For the purpose of selection of any Directors, Key Managerial Personnel and Senior
Management Employees, the Nomination & Remuneration Committee identifies persons of
integrity who possess relevant expertise, experience and leadership qualities required for
the position. The Committee also ensures that the incumbent fulfills other criteria with
regard to age and other qualifications as laid down under the Companies Act, 2013 or other
applicable laws. The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a Nomination cum Remuneration policy for selection, appointment and
remuneration of Directors, Key Managerial Personnel & Senior Management Employees.
The contents of the Nomination cum Remuneration Policy of the Company was amended and
approved by the Board, effective from March 31, 2023 on the recommendation of the
Nomination & Remuneration Committee whereby the evaluation criteria for Independent
Directors and Board as a whole was modified. Further, the Board vide its resolution dated
May 18, 2023 has further amended the Nomination cum Remuneration Policy of the Company by
updating the definition of Senior Management.
The salient features of the Policy as approved by the Board and amended from time to
time are as follows: i. Appointment of the Directors and Key Managerial Personnel of the
Company. ii. Fixation of the remuneration of the Directors, Key Managerial Personnel and
other employees of the Company. iii. Formulate a criterion for determining qualifications,
positive attributes and independence of a Director. iv. Specify methodology for effective
evaluation of performance of Board/Committees of the Board and review the terms of
appointment of Independent Directors on the basis of the report of performance evaluation
of the Independent Directors. v. To ensure a transparent nomination process for directors
with the diversity of thought, experience, knowledge, perspective and gender in the Board.
vi. Undertake any other matters as the Board may decide from time to time.
The Nomination cum Remuneration Policy of the Company is available on the website of
the Company at https://resources. thomascook.in/downloads/nominationcumremuneration(nrc)
policy.pdf
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and Employees by adopting
Whistle Blower
Policy which is available on the website of the Company and weblink thereto is https:
//resources.thomascook.in/ downloads/WhistleBlowerPolicy.pdf
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND EXPENDITURE
The Company being in the Travel and Tourism Industry, its activities do not involve any
expenditure on Technology and
Research and Development, therefore, the particulars in the Companies (Accounts) Rules,
2014, as amended, in respect of Conservation of Energy and Technology Absorption is not
applicable to the Company. Further, the Company is not energy intensive. However, the
Company takes every effort to ensure optimum use of energy by using energy- efficient LED
Lightings, Air Conditioners, etc.
During the financial year, the foreign exchange earnings of the Company amounted to Rs.
618.1 mn, whereas, the Company has incurred Rs. 182.05 mn as expenditure in foreign
currencies towards interest, bank charges, license fees, professional fees, traveling,
subscriptions, etc.
MATERIAL CHANGES AND COMMITMENTS AND OTHER UPDATES
Following material changes and commitments occurred during the financial year 2022-23
and between the end of the financial year and the date of the Report affecting the
financial position of the Company: Pursuant to the approval of the Board of Directors of
the Company vide its Resolution dated May 23, 2022, the Company has converted the balance
13,29,37,000 Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of
Rs. 10/- each into 2,81,05,073 Equity Shares of Re. 1/- each at the approved rate of Rs.
47.30 per equity share in accordance with the terms of the issue and applicable Securities
and Exchange Board of India Regulations. Upon conversion, the Promoter's equity
shareholding increased to 72.34% from 70.58%.
Other Updates
1. The Members of the Company vide its resolution dated April 26, 2023, approved the
following: a. Payment of remuneration to Mr. Madhavan Menon (DIN:00008542), Chairman and
Managing Director and minimum remuneration in case of inadequacy of profits for the period
commencing from March 1, 2023 to February 28, 2025. b. Re-appointment of Mr. Mahesh Iyer
(DIN: 07560302), as Executive Director and Chief Executive Officer of the Company for a
term of 5 years commencing from May 29, 2023 to May 28, 2028 and fixation of remuneration
and minimum remuneration in case of inadequacy of profits 29, 2023 to May 28, 2026.
2. The Board of Directors vide its resolution dated July 05, 2023, approved the
following, subject to the approval of share holders at the 46th Annual General Meeting of
the Company:
a. Re-designation and appointment of Mr. Madhavan Menon (DIN:00008542) as Executive
Chairman in the category of Whole Time Director, from his earlier designation/ appointment
as Chairman and Managing Director of the Company, for a fresh term of five
(5) years commencing from July 05, 2023 to July 04, 2028, not liable to retire by
rotation, and fixation of remuneration and minimum remuneration for a period of three
(3) years commencing from July 05, 2023 to July 04, 2026, in caseofinadequacyofprofits.
b. Re-designation and appointment of Mr. Mahesh Iyer (DIN: 07560302) as Managing
Director and Chief Executive Officer of the Company, from his earlier
designation/appointment as Executive Director and Chief Executive Officer, for a fresh
term of five
(5) years commencing from July 05, 2023 to July 04, 2028, liable to retire by rotation,
and fixation of remuneration and minimum remuneration for a period of three
(3) years commencing from July 05, 2023 to July 04, 2026, in case of inadequacy of
profits.
The above proposals for re-designation and appointment forms part of the Notice of the
46th Annual General Meeting of the Company and the relevant Resolutions are recommended
for members approval thereon.
COMPLIANCE MANAGEMENT FRAMEWORK
The Company has instituted an online compliance management system within the
organization to monitor compliances and provide update to senior management and Board on a
periodic basis. The Audit Committee periodically monitors status of compliances with
applicable laws.
RISK MANAGEMENT
The Company has adequate Risk Management framework to identify, measure, manage and
mitigate business risks and opportunities. This framework seeks to create transparency,
minimize adverse impact on the business strategy and enhance the Company's competitive
advantage. This risk framework thus helps in managing market, credit and operational risks
and quantifies potential impact at a Company level.
Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandates the top 1000 listed companies based on
their market capitalization to have a Risk Management Committee and accordingly to adopt
Risk Management Policy.
However, the risk management functions were overseen by the Audit cum Risk Committee of
the Company duly constituted in 2019.
During the FY 2021-22, the Audit Committee has recommended and the Board of Directors
has approved the updated Risk Management Policy vide its resolutions dated September 7,
2021 and September 10, 2021, respectively. The Board of Directors vide its resolution
dated September 10, 2021 approved for formation of Risk Management Committee w.e.f.
September 15, 2021 and also amended the nomenclature of the Audit cum Risk Management
Committee to Audit Committee. The details of the Risk Management Committee are provided in
the Corporate Governance Report of the Company, which forms part of the Annual Report.
The details and the process of the Risk Management as implemented in the Company are
provided as part of Management Discussion and Analysis which forms part of the Annual
Report.
ANNUAL RETURN
In compliance with the provisions of Section 134 and 92 of the Companies Act, 2013, the
Company has placed a copy of the Annual Return as on March 31, 2023 on its website at
https://resources.thomascook.in/downloads/ FormMGT7TCIL.pdf
ACQUISITIONS/ INCORPORATIONS/ OTHER CORPORATE RESTRUCTURINGS
The Company is committed to building long term shareholder value by growing the
business inorganically and through acquisitions and alliances.
The Company was directly or indirectly involved in the following Acquisitions/
Incorporations:
Thomas Cook (India) Limited's wholly owned subsidiary Travel Corporation (India)
Limited entered into Joint Venture Agreement with Sri Lankan Company viz. Authenticities
(Private) Limited, for investing in Tropiculture (Private) Limited, a company incorporated
in Sri Lanka.
Thomas Cook (India) Limited's subsidiary Desert Adventures Tourism LLC, and GCC-based
travel conglomerate Kanoo Travel formed a Joint Venture.
Thomas Cook (India) Limited's wholly owned subsidiary Horizon Travel Services LLC
(AlliedTPro), and New World Travel, Inc. formed a Strategic Joint Venture named Allied New
World LLC.
OPTIONALLY CONVERTIBLE CUMULATIVE PREFERENCE SHARE
The Company pursuant to the approval of shareholders of the Company at its
Extraordinary General Meeting held on 26th March, 2021 had allotted 43,56,57,000
Optionally Convertible Cumulative Redeemable Preference Shares of Face Value Rs. 10/- each
to Fairbridge Capital (Mauritius) Limited on a private placement basis.
The Company has converted the above said Optionally Convertible Cumulative Redeemable
Preference Shares (OCCRPS) into Equity Shares in following manner: Tranche 1: Conversion
of 302720000 out of 435657000 OCCRPS of Rs. 10/- each, into 64000000 Equity Shares of Re.
1/- each on March 17, 2022 and Tranche 2: Conversion of balance 132937000 OCCRPS of Rs.
10/- each, into 28105073 Equity Shares of Re. 1/- each on June 20, 2022.
Further, pursuant to the provisions of Regulation 32 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read
with Securities and Exchange Board of India Circular No. CIR/ CFD/CMD1/162/2019 dated
December 24, 2019 regarding Format on Statement of Deviation or Variation for proceeds of
Public issue, Rights issue, Preferential issue, Qualified Institutions Placement (QIP)
etc., it is hereby confirmed that there were no deviation or variation in the use of
proceeds of the Preferential Issue of Optionally Convertible Cumulative Redeemable
Preference Shares to the Promoter(s) of the company M/s. Fairbridge Capital (Mauritius)
Limited on a private placement basis, from the objects stated in offer document and
explanatory statement to the notice of general meeting.
Aforesaid new Equity Shares alloted on conversion(s) of OCCRPS were duly listed on BSE
Limited and National Stock Exchange of India Limited.
GREEN INITIATIVE
In line with the MCA Circulars and Securities and Exchange Board of India Circulars,
Notice of the 46th AGM along with the Integrated Annual Report for the financial year 2022
23 is being sent by electronic mode to those Members whose e-mail addresses are registered
with the Company/ Depositories. Physical copy of the Notice of the 46th AGM along with
Integrated Annual Report for the financial year 2022-23 shall be sent to those Members who
request for the same at sharedept@thomascook.in mentioning their names, Folio Number/DP ID
and Client ID.
We request all the shareholders to support the Green Initiative' of the Ministry
of Corporate Affairs and the Company's continuance towards greener environment by enabling
the service of the Annual Report, AGM Notice and other documents electronically to your
email address registered with your Depository Participant/ Registrar and Share Transfer
Agent. We also request and encourage all the investors whose e-mail id is not registered
to take necessary steps to register their e-mail id with the Depository Participant/
Registrar and Share Transfer Agent.
AWARDS AND RECOGNITION
During the financial year 2022-23, the following prestigious awards and accolades were
received by the Company and its Subsidiaries:
Thomas Cook India & SOTC Travel won Best Outbound & Domestic Tour Operator of
the Year Awards at SATTE 2023
SOTC Travel won Best Outbound Travel Operator and Best MICE Travel Operator at The
Economic Times Travel & Tourism Annual Awards
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
The Company has Zero Tolerance towards any action on the part of any employee which may
fall under the ambit of Sexual Harassment' at workplace, and is fully committed to
uphold and maintain the dignity of every women executive working in the Company. The
Company's Policy provides for protection against sexual harassment of women at workplace
and for prevention and redressal of such complaints.
Number complaintsfiledduringthefinancialyear |
3 |
Number of complaints disposed off during |
3 |
the financial year |
|
Number of complaints pending at the end of the |
0 |
financial year |
|
Further, the Company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details on Internal Financial Control System and their adequacy are provided in the
Management Discussion and Analysis Report of the Company, which forms part of the Annual
Report.
PARTICULARS OF EMPLOYEES
Disclosure with respect to the remuneration of Directors and Employees as required
under Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 3
which forms part of this Report.
Statement containing Particulars of Employees pursuant to Section 197 of the Companies
Act, 2013 and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the
provisions of Section 136 of the Companies Act, 2013, the reports and Financial Statements
are being sent to Shareholders of the Company and other Shareholders entitled thereto,
excluding the Statement containing Particulars of Employees. Any Shareholder interested in
obtaining such details may write to the Company Secretary & Compliance Officer of the
Company at sharedept@thomascook.in
EMPLOYEE STOCK OPTION PLANS (ESOPS)
The Company has in force the following Schemes which get covered under the provisions
of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021:
- Thomas Cook Employees Stock Option Plan 2007 (ESOP 2007)
- Thomas Cook Save As You Earn Scheme 2010 (SAYE Scheme 2010)
- Thomas Cook Employees Stock Option Plan 2013 (ESOP 2013)
- Sterling Holiday Resorts (India) Limited Employee Stock Options Scheme 2012 (SHRL
ESOP 2012)
- Thomas Cook Employees Stock Option Scheme 2018 EXECOM (ESOP 2018 - EXECOM)
- Thomas Cook Employees Stock Option Scheme 2018- Management (Management ESOP 2018)
During the quarter ended December 31, 2019, the Company formed Thomas Cook Employees
Benefit Trust ("Thomas Cook ESOP Trust"), which subscribed 73,56,122 Equity
Shares of the Company for Rs. 11,048.8 Lakhs out of the loan received from the Company.
Pursuant to the approval of the Hon'ble National Company Law Tribunal, the Composite
Scheme of Arrangement and Amalgamation between Thomas Cook (India) Limited and various
other companies (the "Scheme"), the Thomas Cook ESOP Trust received 13,89,571
Equity Shares of Quess Corp Limited ("QCL"). Out of 13,89,571 Equity Shares of
Quess Corp Limited received, 71,141 shares were transferred to employees on exercise of
options during the financial year ended March 31, 2023. During the financial year ended
March 31, 2023, Thomas Cook ESOP Trust has transferred 3,76,714 Equity Shares of Re. 1/-
each, to employees under Employee Stock Option Scheme ("ESOP"). Also during the
financial year March 31, 2023, there were no fresh grants. Further, vesting of stock
options and other details related to stock options may be referred to in the ESOP
Disclosure available on the Company's website.
Material developments under the schemes:
Our Board of Directors on recommendation of Nomination and Remuneration Committee, vide
its resolution dated May 23, 2022 has approved amendment in all existing schemes to be in
line with compliance of provisions of Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
In addition, Members at the 45th Annual General Meeting approved amendment in Thomas
Cook Employees Stock Option Scheme 2018 EXECOM ("ESOP 2018 - EXECOM"), in
respect of vesting period as mentioned below:
Old Clause Vesting Schedule / Conditions |
New Clause Vesting Schedule / Conditions |
Options granted under ESOP 2018 - EXECOM would Vest only at the end of
5 years from the date of grant of such options. Vesting of options would be subject to
continued employment with the Company and certain performance parameters. |
Options granted under ESOP 2018 - EXECOM would Vest after 4 years but
not later than 7 years from the date of grant of such options. Vesting of options would be
subject to continued employment with the Company, |
|
conditions specified from time to time and certain performance
parameters. |
The specific performance parameters will be decided by
the Committee from time to time and will be communicated to the employees. The attainment
of such performance parameters would be determined by the Committee from time to time
which shall be a mandatory condition for vesting of options. |
The specific performance parameters will be decided by
the Committee from time to time and will be communicated to the employees. The attainment
of such performance parameters would be determined by the Committee from time to time
which shall be a mandatory condition for vesting of options. |
The Nomination & Remuneration Committee administers and monitors the ESOP Schemes.
Disclosure on various Schemes, as required under Securities and Exchange Board of India
(Share Based Employee Benefitsand Sweat Equity) Regulations, 2021 read with Securities and
Exchange Board of India Circular no. CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 are
available on the Company's website and the weblink thereto is
https://resources.thomascook.in/
downloads/DisclosureonvariousSchemesasrequiredunder-SecuritiesandExchangeBoardofIndia(ShareBasedEmploy-ended
eeBenefitsandSweatEquity)Regulations,2021.pdf The above Schemes are in compliance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended. The Company will obtain the certificatefrom the Secretarial
Auditor of the Company certifying that the Company's Employee Stock Option Scheme(s) have
been implemented in accordance with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended and in accordance
with the resolutions passed by the Members.
During the financial year, no options were granted; hence, no employee has received
options equal to or exceeding 1% of the issued share capital of the Company at the time of
grant during the financial year.
SUBSIDIARY AND ASSOCIATE COMPANIES
In accordance with Section 129 of the Companies Act, 2013, read with the Rules made
thereunder, the Company has prepared a consolidated financial statement of the Company and
all its Subsidiaries, Associates and Joint Venture companies, as the case may be, which is
forming part of the Annual Report. A statement containing salient features of the
financial statements and other necessary information of the Subsidiary/Associates/ Joint
venture companies in the format prescribed under Form AOC-1 is included in the Annual
Report. The said Form also highlights the financial performance of each of the
Subsidiaries and Associates of the Company, included in the consolidated financial
statements of the Company.
Details of the Subsidiaries and Associates of the Company are mentioned in the Annual
Return hosted on the website of the Company.
In accordance with the provisions of the Section 136 of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements has Company, www.thomascook.in . Further, as per the proviso of the
said section, Annual Financial Statements of each of the subsidiary companies have also
been placed on the website of the Company at www.thomascook.in . Accordingly, the said
documents are not being attached to the Annual Report. Shareholders interested in
obtaining the copy of the Annual Financial Statement of subsidiaries companies may write
to the Company Secretary & Compliance of the Company.
A statement containing the salient features of the Financial Statements of
Subsidiaries, Associates and Joint venture as per the provisions of the Companies Act,
2013, in the prescribed Form AOC-1 is included in the Annual Report.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR
During the financial year under review, there were no additions in the subsidiaries, or
associate companies. There were no Companies which ceased to be subsidiary (ies)/
associates/joint Ventures of the Company.
The Company was directly or indirectly involved in the following Joint ventures:
Thomas Cook (India) Limited's wholly owned subsidiary Travel Corporation (India)
Limited entered into Joint Venture Agreement with Sri Lankan Company viz. Authenticities
(Private) Limited, for investing in Tropiculture (Private) Limited, a company incorporated
in Sri Lanka.
Thomas Cook (India) Limited's subsidiary Desert Adventures Tourism LLC, and GCC-based
travel conglomerate Kanoo Travel formed a Joint Venture.
Thomas Cook (India) Limited's wholly owned subsidiary Horizon Travel Services LLC
(AlliedTPro), and New World Travel, Inc. formed a Strategic Joint Venture named Allied New
World LLC.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
No application has been made under the Insolvency and Bankruptcy Code; hence, the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
There were no valuations done for the purposes of one placed on the website of the time
settlement and for obtaining any loan from the Banks/ Financial Institutions.
DIVIDEND DISTRIBUTION POLICY
The Company has adopted the Dividend Distribution Policy to determine the distribution
of dividends in accordance with the provisions of applicable laws. The Dividend
Distribution policy is available on the website Officer of the Company at
https://www.thomascook.in/speeches-presentation
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Pursuant to amendment in Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, top 1,000 listed entities based on market
capitalisation are required to submit a Business Responsibility & Sustainability
Report ("BRSR") for the FY 2022-2023.
Accordingly, the Company has adopted BRSR and other ESG initiatives. A detailed BRSR in
the format prescribed by the Securities and Exchange Board of India describing various
initiatives, actions and process of the Company towards the ESG endeavor is part of this
Integrated Annual Report.
INTEGRATED REPORTING
The Company has embarked its journey of the Integrated Reporting framework prescribed
by the International Integrated Reporting Council (IIRC). Through this Report, we aspire
to provide our stakeholders an all-inclusive depiction of the organization's value
creation using both financial and non-financial resources. The Report strives to provide
insight into our key strategies, operating environment, the operating risk and
opportunities, governance structure and the Company's approach towards long-term
substantiality.
DISCLOSURE REQUIREMENTS
The various policies and codes adopted by the Company are stated in detail in the
Corporate Governance Report of the Company, which forms part of the Annual Report. The
Company during the financial year complied with the applicable provisions of the
Secretarial Standards issued by the Institute of the Companies Secretaries of India.
During the financial year under review, the Registered Office of the Company shifted from
Thomas Cook Building, Dr. D. N. Road, Fort, Mumbai 400001 to 11th Floor,
Marathon FutureX Building, N. M. Joshi Marg, Lower Parel (East), Mumbai 400013.
ACKNOWLEDGEMENT AND APPRECIATION
Your Board takes this opportunity to thank the Company's Shareholders, Customers,
Vendors and all other Stakeholders for their continued support throughout the financial
year. Your Directors also thank the Reserve Bank of India and other Banks, Ministry of
Tourism, Financial
Institutions, Government of India, State Governments and all other Government agencies
and Regulatory authorities for the support extended by them and also look forward to their
continued support in future.
Your Board also wishes to place on record its appreciation on the contribution made by
the Company's employees across all levels without whose hard work, solidarity and support,
your Company's consistent growth would not have been possible.
FOR AND ON BEHALF OF THE BOARD |
Madhavan Menon |
Mahesh Iyer |
Executive Chairman |
Managing Director and |
DIN: 00008542 |
Chief Executive Officer |
|
DIN: 07560302 |
Place: Mumbai |
|
Dated: July 05, 2023 |
|
|