Postal Ballot Notice - Thomas Cook India Limited
Contents
1. Thomas Cook or the Company will get an access to the growing Chinese travel market and will grow the cruise business in India with tangible economies of scale Kuoni Hong Kong has 4 Kuoni branded shops at prime high street locations with plush interiors attracting high end travelers and Partnership with 300 plus independent travel agents in China Hong Kong and Macau These investment s loan s guarantee s and security ies are made proposed to be made out of own surplus funds share capital internal accruals etc and or such other permissible mode s as the Board may deem fit in the best interest of the Company subject to applicable law and any regulatory approvals as may be required The investment s loan s guarantee s and security ies will be made on terms and conditions most beneficial to the Company at prevailing market rates The required details in relation to the loans made guarantee security provided investments made from time to time by the Company will be disclosed in the financial statements of the Company as per the provisions of Section 186 of the Companies Act 2013 and the rules made thereunder The above proposed transaction s if construed as related party transaction s under any applicable law s then approval of the members for the above proposed resolution will be deemed to be obtained for the said transaction s without being required to seek any further consent or approval from Members or otherwise to the2. Company The Member has to send back the Postal Ballot form duly completed so as to ensure that it reaches the Scrutinizer on or before Monday 21st September 2015 by 5 00 p m failing which it will be strictly considered that no reply has been received from the Member Members may also note that the Notice of the Postal Ballot will also be available on the Company s website www thomascook in 12 The process and manner for E Voting are as under A B In case of Shareholders receiving e mail from NSDL i For Members whose e mail addresses have been registered open the attached PDF file thomascook E Voting pdf giving your Client ID or Folio No as default password which file contains your User Id and Password for E Voting For Members who have not registered their email ids please refer to the user id and password printed on the Postal Ballot Form ii Please note that the password is an initial password iii Open internet browser by typing the URL https www evoting nsdl com iv Click on Shareholder Login v Put User Id and password as initial password as mentioned in step i above and Login vi Password Change Menu appears Change the password with the new password of your choice with minimum 8 digits characters or combination thereof vii Home page of E Voting opens Click on E Voting Active Voting Cycles viii Select EVEN of Thomas Cook India L
3. Fax 91 22 2287 1069 Website www thomascook in Rambhau R Kenkare E mail enquiry in thomascook com FCS 3296 Mumbai 14th August 2015 President amp Head Legal amp Company Secretary NOTES AND INSTRUCTIONS 1 The Statement pursuant to Section 102 of the Act stating all material facts and the reasons for the proposals is annexed herewith 2 Documents papers etc related to the above mentioned Resolutions if any are open for inspection at the Registered Office of the Company between 11 00 a m to 1 00 p m on all working days except Saturdays Sundays and Public Holidays upto Monday 21st September 2015 3 The voting rights for the shares are one vote per equity share registered in the name of the shareholders beneficial owners as on 14th August 2015 Amember need not use all his her votes or cast his her votes in the same way 4 Voting by Postal Ballot Form or E Voting can be exercised only by the shareholders or his her duly constituted attorney or in case of bodies corporate the duly authorized person The voting rights in the Postal Ballot cannot be exercised by a Proxy and any recipient of the Notice who has no voting right should treat the Notice as intimation only 5 Voting period commences on and from Sunday 23rd August 2015 at 9 00 a m and ends on Monday 21st September 2015 at 5 00 p m During this period shareholders of the Company holding shares either in physical form or in dematerialized form as on the
4. Limited Kuoni Travel India Private Limited Kuoni India has an attractive business in the travel sector backed by a trusted brand name and a stable and motivated professional management team Kuoni India is an outbound travel operator with corporate travel inbound travel and MICE Meetings Incentives Conferences and Events businesses ably supporting it Your Company believes that its investment in Kuoni India will allow your Company to diversify its business expand its product offerings and widen its customer reach Further your Company aims to achieve operational and strategic efficiency as a result of synergies from shared resources across businesses and common management There is a compelling strategic fit which should result in some strong synergies for both the Company and Kuoni India Branch network rationalization and integration of the back end operations will further contribute in improving the profitability of the combined entity Kuoni India has 21 owned stores 85 franchises a network of over 100 preferred sales agents and over 230 customer touch points through corporate travel implants Kuoni Travel China Limited Kuoni Travel China Limited Kuoni Hong Kong has attractive business in the travel sector backed by a trusted brand name and a stable and motivated professional management team Kuoni Hong Kong is a premium outbound travel operator in Hong Kong Through Kuoni Hong Kong Thomas Cook India Limited
5. Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members List of Beneficial Owners as received from the National Securities Depository Limited NSDL and Central Depository Services India Limited as on 14th August 2015 In accordance with the provisions of Section 101 and other applicable provisions of the Companies Act 2013 read with Rules 18 and 22 of the Companies Management and Administration Rules 2014 as amended the Postal Ballot Notice along with Postal Ballot Form is also being sent by email to those Members who have registered their email addresses with their Depository Participants in case of shares held in demat form or with the Company s Registrar and Share Transfer Agent in case of shares held in physical form For Members whose Email IDs are not registered physical copies of the Postal Ballot Notice along with Postal Ballot Form are being sent by permitted mode i e through registered or speed post or through courier along with a postage prepaid self addressed Business Reply Envelope Members who have not received the Postal Ballot Form and are desirous of seeking a duplicate form or who has been sent this Postal Ballot Notice electronically does not want to avail E Voting facility organized through NSDL may send a request on e mail id share in thomascook com by mentioning his her Folio DP ID and Client ID No for obtaining the Notice and Postal Ballot Form in physical form from the
6. by E Voting or Postal Ballot Form In case the member has exercised in the physical as well as electronic mode the valid vote through E Voting only will be considered You are requested to carefully read the E Voting instructions as appended to this Notice before casting your vote on E Voting URL https www evoting nsdl com The voting period commences on and from Sunday 23rd August 2015 at 9 00 a m and ends on Monday 21st September 2015 at 5 00 p m During this period shareholders of the Company holding shares either in physical form or in dematerialized form as on the cut off date record date of 14th August 2015 may cast their vote electronically or by Postal Ballot Form The E Voting module will be disabled by NSDL for voting thereafter and Postal Ballot Form received after the end of voting period will be considered as invalid A person who is not a Member as on the cut off date should treat this Postal Ballot Notice as for information purposes only You are requested to carefully read the instructions printed on the Postal Ballot Form and return the same duly completed no other form or photocopy thereof is permitted in case of voting by Postal Ballot Form in the attached self addressed business reply envelope if posted in India so as to reach the Scrutinizer or cast the votes by electronic mode as applicable not later than 05 00 p m on Monday 21st September 2015 Upon completion of the scrutiny of the Postal Ballot Forms a
7. cut off date record date of 14th August 2015 may cast their vote electronically or by 10 11 Postal Ballot form The E Voting module will be disabled by NSDL for voting thereafter and Postal Ballot Form received after the end of voting period will be considered as invalid A person who is not a Member as on the cut off date should treat this Notice for information purposes only In case of any queries pertaining to E Voting you may refer to the Frequently Asked Questions FAQs for members and E Voting user manual for members available at the Downloads sections of http www evoting nsdl com or contact NSDL at the following toll free no 1800 222 990 or contact Mr Rajiv Ranjan Assistant Manager National Securities Depository Limited Trade World A Wing 4th and 5th Floors Kamala Mills Compound Lower Parel Mumbai 400 013 Maharashtra at the designated email ids evoting nsdl co in or rajivr nsdl co in or at telephone nos 022 249946000 022 2499 4738 who will also address the grievances connected with the voting by electronics means and in case of any queries or issues regarding Postal Ballot process including voting by Postal Ballot Form please contact Mr Deepak Tambe Associate Manager M s TSR Darashaw Limited 6 10 Haji Moosa Patrawala Industrial Estate 20 Dr E Moses Road Mahalakshmi Mumbai 400 011 Maharashtra at the designated email id csg unit tsrdarashaw com or at telephone no 022 66568484 Shareholders ca
8. rule 2 of the said Rule 14 states that in case of an offer or invitation to subscribe for NCD s on private placement the company shall obtain previous approval of its shareholders by means of a Special Resolution only once in a year for all the offers or invitations for such debentures during the year Members are requested to note that in the Extraordinary General Meeting of the Company held on 16th September 2014 approval was obtained for the captioned subject The said approval is valid for a period of one year from the date of the passing of the Special Resolution for the same It is to enable the Company to raise funds as may be required that the Company has proposed this resolution Your Company may offer or invite subscriptions for NCD s on private placement basis in one or more tranches during the period of one year from the date of passing of this Special Resolution by the members within the overall borrowing limits of the Company as may be approved by the members from time to time with the authority to Board Committee to determine the terms and conditions including the issue price of NCD s interest repayment security or otherwise as it may deem expedient and to do all such acts deeds matters and things in connection therewith and incidental thereto as the Board Committee shall in its absolute discretion deems fit without being required to seek any further consent or approval from Members or otherwise to the end and intent
9. that they shall be deemed to have given their approval thereto expressly by the authority of this resolution This resolution enables the Board of Directors of the Company to offer or invite subscription for NCD s upto a sum of Rs 3 000 000 000 Rupee Three Hundred Crore Only in addition to the existing issued as may be required by the Company from time to time for a year from the conclusion of this Resolution The Board has accordingly decided to seek the approval of the Members to offer invite subscriptions for secured or unsecured redeemable NCD s in one or more tranches on private placement basis and recommends the passing of the Special Resolution as set out at Item No 2 of the accompanying Postal Ballot Notice None of the Directors Key Managerial Personnel of the Company or their respective relatives are concerned or interested financially or otherwise in the Special Resolution set out at Item No 2 of the accompanying Postal Ballot Notice Registered office By Order of the Board Thomas Cook Building Dr D N Road Fort Mumbai 400 001 CIN L63040MH1978PLC020717 Phone 91 22 6160 3333 Fax 91 22 2287 1069 Website www thomascook in Rambhau R Kenkare E mail enquiry in thomascook com FCS 3296 Mumbai 14th August 2015 President amp Head Legal amp Company Secretary www westernpress in
10. the Companies Act 2013 The following Statement sets out all material facts relating to Item No 1 and 2 of the accompanying Postal Ballot Notice Item No 1 Authority to make loan s and or investment s and or to provide guarantee s and or security ies to the bodies corporate and or any other person situated within or outside the country as the case may be As per the provisions of Section 186 of the Companies Act 2013 the Board of Directors of a Company can give any loan make investment or give guarantee or provide any security beyond the prescribed ceiling of i Sixty percent of the aggregate of the paid up share capital and free reserves and security premium account or ii One hundred percent of its free reserves and securities premium account whichever is more if a Special Resolution is passed by the shareholders of the lending investing guaranteeing Company Since the proposed transactions may exceed the aforesaid limits thus this resolution is being proposed Your Company proposes to grant loan s provide guarantee s and or security ies make investment s to the bodies corporate and or any other person situated within or outside the country in one or more tranches as the case may be either through itself and or through one or more of its subsidiary ies including but not limited to acquire 100 of the shares of each of Kuoni Travel India Private Limited and Kuoni Travel China Limited Kuoni Travel India Private
11. the Company be and is hereby accorded to the Board of Directors of the Company hereinafter referred to as the Board which term shall be deemed to include any Committee or authorised person s which the Board has constituted or appointed to exercise its powers as the case may be including the powers conferred by this Resolution to make loan s and or grant inter corporate deposit s in one or more tranches to the bodies corporate and or any other person situated within or outside the country as the case may be from time to time and or to give guarantee s to provide any security ies in connection with loan s including fund based or non fund based made either in Rupee or in any other foreign currency to the bodies corporate and or any other person situated within or outside the country as the case may be and or to make investment in one or more tranches by acquisition subscription purchase transfer or otherwise of the securities of bodies corporate and or any other person situated within or outside the country as the case may be either through itself and or through one or more of its subsidiary ies including but not limited to acquire 100 of the shares of each of Kuoni Travel India Private Limited and Kuoni Travel China Limited for an amount not exceeding Rs 5 350 000 000 Rupees Five Hundred Thirty Five Crore Only notwithstanding that the aggregate so far of all loan s guarantee s security ies and investment s incl
12. THOMAS COOK INDIA LIMITED A Registered Office Thomas Cook Building Dr D N Road Fort Mumbai 400 001 Thon Travel Smooth Phone 91 22 6160 3333 Fax 91 22 2287 1069 CIN L63040MH1978PLC020717 ELF thomascook in Website www thomascook in E mail id enquiry in thomascook com rr POSTAL BALLOT PURSUANT TO SECTION 110 OF THE COMPANIES ACT 2013 READ WITH RULE 22 OF COMPANIES MANAGEMENT AND ADMINISTRATION RULES 2014 Dear Shareholders NOTICE is hereby given that pursuant to the provisions of Section 110 and other applicable provisions if any of the Companies Act 2013 the Act read with Rule 20 22 of the Companies Management and Administration Rules 2014 the Rules including any statutory amendment s or modification s thereto or enactment s or re enactment s thereof for the time being in force the Resolutions appended hereunder for a Authority to make loan s and or investment s and or to provide guarantee s and or security ies to the bodies corporate and or any other person situated within or outside the country as the case may be b Authority to offer invite subscriptions for secured or unsecured redeemable Non Convertible Debentures NCD s in one or more tranches on private placement basis The aforesaid resolutions are proposed to be passed by the Members through Postal Ballot Electronic Voting E Voting Accordingly the said Resolutions along with the Statement setti
13. end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution The Board has accordingly decided to seek the approval of the Members to make loan s give guarantees and or security make investment s and recommends the passing of the Special Resolution as set out at Item No 1 of the accompanying Postal Ballot Notice Except to the extent of shares held and or having a position as a Director or Key Managerial Personnel in its subsidiary companies as the case may be none of the Directors Key Managerial Personnel or their relatives are interested or concerned financially or otherwise in the Special Resolution as set out at Item No 1 of the accompanying Postal Ballot Notice Item No 2 Authority to offer invite subscriptions for secured or unsecured redeemable Non Convertible Debentures NCD s in one or more tranches on private placement basis In order to augment long term resources for financing its working capital requirements capital expenditure and or for other business opportunities the Company may offer or invite subscription for secured unsecured redeemable Non Convertible Debentures NCD s in one or more series tranches on private placement The provisions of Section 42 of the Companies Act 2013 read with Rule 14 of the Companies Prospectus and Allotment of Securities Rules 2014 as amended deals with private placement of securities by a company The sub
14. imited which is 102585 for casting your vote ix Now you are ready for E Voting as Cast Vote page opens x Cast your vote by selecting appropriate option and click Submit and also Confirm when prompted Upon confirmation the message Vote cast successfully will be displayed Once you have voted on the resolution you will not be allowed to modify your vote xi Institutional Shareholders i e other than Individuals HUF NRI etc are also required to send scanned copy PDF JPG format of the relevant Board Resolution Authority Letter etc together with attested specimen signature of the duly authorised signatory ies who are authorized to vote to the Scrutinizer through email on tcookscrutinizer gmail com with a copy marked to evoting nsdl co in xii In case you are already registered with NSDL you can use your existing User ID and Password for casting your vote xiii E Voting period commences on Sunday 23rd August 2015 at 9 00 a m and ends on Monday 21st September 2015 at 5 00 p m The E Voting module will be disabled by NSDL for voting thereafter In case of Shareholders not receiving an email from NSDL but receiving Postal Ballot Form by Post xiv Initial password is provided in the Postal Ballot Form xv Follow the instructions from iii to xiii mentioned in item no 12 A above for E Voting STATEMENT SETTING OUT MATERIAL FACTS EXPLANATORY STATEMENT Pursuant to section 102 of
15. n opt for only one mode of voting i e either by Postal Ballot Form or E Voting In case the member has exercised the vote in Postal Ballot Form as well as E Voting the valid vote through E Voting only will be considered Based on the Scrutinizer s Report to the Chairman of the Company the results of postal ballot shall be declared by Chairman or any Director authorized by him on 24th September 2015 at registered office of the Company at Thomas Cook Building Dr D N Road Fort Mumbai 400 001 on or before 6 00 p m and the same be placed along with the Scrutinizer s Report on the website of the company viz www thomascook in besides being communicated to the stock exchanges on which the Company s securities are listed The result will also be published in the newspaper circulating in district in which the Registered Office of the Company is located Such Results alongwith the Scrutinizer s Report will be forwarded to the Depository Participants and Registrar and Share Transfer Agent for the information of the Members Further the result of voting along with the Scrutinizer s Report shall be displayed on the Notice Board of the Company at the registered office of the Company In the event the proposed Resolutions are approved by the requisite majority of the members the date of passing of the said Resolutions will be Monday 21st September 2015 being the last date for receipt of Postal Ballot Forms casting of votes by E Voting The
16. nd E Voting the Scrutinizer shall submit his report to the Company Accordingly this Notice is hereby given to the Members of the Company for seeking the approval of the members by way of Postal Ballot for the following Resolutions together with the Explanatory Statement as required under Section 102 of the Companies Act 2013 setting out the material facts and reasons for the Resolutions along with a Postal Ballot Form for your consideration 1 Authority to make loan s and or investment s and or to provide guarantee s and or security ies to the bodies corporate and or any other person situated within or outside the country as the case may be To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 186 and other applicable provisions if any of the Companies Act 2013 Act read with the Companies Meetings of Board and its Powers Rules 2014 Rules including any statutory amendment s or modification s thereto or enactment s or re enactment s thereof for the time being in force and subject to provisions of Articles of Association of the Company and subject to such approvals consents sanctions and permissions and provisions of other applicable laws regulations rules guidelines including those issued by Reserve Bank of India and such other concerned regulatory authority ies from time to time as may be applicable consent of
17. ng out the material facts and reasons thereto are appended below and a Postal Ballot Form is enclosed for your consideration The Board has appointed Mr P N Parikh FCS 327 of M s Parikh amp Associates Practicing Company Secretaries as Scrutinizer for conducting the voting process through Postal Ballot Form including Electronic Voting E Voting in accordance with the law and in a fair and transparent manner The Board had appointed Mr Madhavan Menon Managing Director and Mr Rambhau R Kenkare President amp Head Legal amp Company Secretary of the Company as the person s responsible for the entire Postal Ballot process E Voting Option In compliance with Clause 35B of the Listing Agreement and Section 110 of the Companies Act 2013 and rules made thereunder the Company is pleased to provide an option to the members holding shares in demat form and in physical form to vote on the Postal Ballot by way of E Voting to enable members to cast their vote electronically Voting by electronic mode may be a more convenient means for exercising the voting rights and may help to increase members participation in the decision making process The Company has appointed National Securities Depository Limited NSDL to provide E Voting facility to its members Members having shares in demat form and in physical form may vote either by way of Postal Ballot Form or by way of E Voting Shareholders can opt for only one mode of voting i e either
18. required by any of the concerned regulatory authority ies and to do all such acts deeds matters and things as may in its absolute discretion deem necessary fit proper or desirable to give effect to the foregoing resolution 2 Authority to offer invite subscriptions for secured or unsecured redeemable Non Convertible Debentures NCD s in one or more tranches on private placement basis To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Sections 23 42 71 and all other applicable provisions of the Companies Act 2013 read with the Companies Prospectus and Allotment of Securities Rules 2014 including any statutory amendment s or modification s thereto or enactment s or re enactment s thereof for the time being in force and pursuant to the provisions of Securities and Exchange Board of India Issue and Listing of Debt Securities Regulations 2008 as amended from time to time and subject to the provisions of the Articles of Association of the Company and subject to such approvals consents sanctions and permissions as may be necessary and provisions of other applicable laws regulations rules guidelines including those issued by Reserve Bank of India and such other regulatory authority from time to time as may be applicable as the case may be consent of the Company be and is hereby accorded to the Board of Directors of the Company hereinaf
19. ter referred to as the Board which term shall be deemed to include any Committee or authorised person s which the Board has constituted or appointed to exercise its powers as the case may be including the powers conferred by this Resolution to offer or invite subscriptions for secured unsecured redeemable Non Convertible Debentures NCD s in one or more series tranches aggregating up to Rs 3 000 000 000 Rupees Three Hundred Crore Only on private placement on such terms and conditions as the Board of Directors of the Company may from time to time determine and consider proper and most beneficial to the Company including as to when the said Debentures be issued the consideration for the issue utilization of the issue proceeds and all matters connected therewith or incidental thereto RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise settle and execute such documents deeds writings papers agreements etc as may be required for the said purpose and to complete the transaction with such modification s as may be required by any of the concerned regulatory authority ies and to do all such acts deeds matters and things as may in its absolute discretion deem necessary fit proper or desirable to give effect to the foregoing resolution Registered office By Order of the Board Thomas Cook Building Dr D N Road Fort Mumbai 400 001 CIN L63040MH1978PLC020717 Phone 91 22 6160 3333
20. uding those so far granted provided made and or to be granted provided made in or to any bodies corporate and or any other person situated within or outside the country as the case may be exceeds the limits prescribed under Section 186 of the Act RESOLVED FURTHER THAT the aforesaid investment s loan s guarantee s and security ies be made out of own surplus funds share capital internal accruals etc and or such other permissible mode s as the Board may deem fit in the best interest of the Company subject to applicable law s and any regulatory approval s as may be required RESOLVED FURTHER THAT if the aforesaid proposed transaction s is construed as related party transaction s under the any applicable law s then said transaction s be and is approved by the members without being required to seek any further consent or approval from Members or otherwise to the end and intend that they shall be deemed to have given their approval thereto expressly by the authority of this resolution RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the time and manner of granting of such loan s guarantee s security ies making investment s the actual sums to be provided thereunder within the above sanctioned limits and to finalise settle and execute such documents deeds writings papers agreements etc as may be required for the said purpose and to complete the transaction with such modification s as may be
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