THOMAS COOK INSURANCE SERVICES (INDIA) LIMITED ANNUAL REPORT 2008 DIRECTOR'S REPORT TO THE MEMBERS Your Directors have pleasure in presenting the Twentieth Annual Report and the Balance Sheet and Profit dr Loss Account for the financial year ended 31st December, 2008. OPERATIONS: The Company continues to show satisfactory results with consolidation of its business. The Company's sales consist of products which are usually customised keeping in mind the need of its clients. The Company's portfolio covers products which meet the reeds of students, corporates and emigrants in addition to the leisure travellers. The product for domestic travellers has been launched this year. The Company focused on increasing in-house sale and initiated a special drive where the sale and profits of the Company improved. The Company also launched Home Calling Cards with Vodafone as a value addition for its travelling customers. The Company continued to promote TRAVEL CARE & SCHOLAR CARE, the co- branded products. Our Principal, TATA AIG General Insurance Company Limited, continues to underwrite all risks. We continue to explore avenues to cross sell other insurance products in addition to the Travel Insurar ce. FINANCIAL RESULTS: Rupees (Millions) Year ended 31st December, 2008 2007 Profit before Taxation 5.52 18.20 Provision for Taxation (3.41) (6.10) Provision for Fringe Benefit Tax (0.22) (0.20) Profit after Taxation 1.89 11.90 Transferred to General Reserve - - DIVIDEND: In order to conserve resources for the Company's future plans, the Directors do not recommend any dividend for the year under review. FIXED DEPOSITS: The Company has not accepted any deposits from the public during the year under review. DIRECTORS: In accordance with Article 130 of the Articles of Association, Mr. Madhzvan Menon retires by rotation and being eligible offers himself for re- appointment. Mr. Rakshit Desai and Mr. Vinayak K. Purohit were appointed as Additional Directors of the Company effective from 11th February, 2009. By virtue of Section 260 of the Companies Act, 1956 they hold office upto the date of the ensuing Annual General Meeting and in respect of them, the Company has received notices in writing under Section 257 of the Companies Act, 1956 proposing their candidature for the office of Directors of the Company at the forthcoming Annual General Meeting. Mr. R.R. Kenkare has resigned as Director of the Company effective from 11th February, 2009. Mr. Udayan Bose has resigned as Director of the Company effective from 19th February, 2009. The Board hereby place on record the sincere appreciation of valuable advice given by them during the tenure of their office as Director's of the Company. AUDITORS: M/s. Lovelock & Lewes, Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE: Information u/s 217(1)(e) of the Companies Act, 1956 is Nil in view of the nature of business of the Company. INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956: There are no employees drawing remuneration beyond monetary ceilings prescribed under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder. DIRECTORS' RESPONSIBILITY STATEMENT: As required under Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently except where otherwise stated in the notes to the accounts and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures of the Company have been followed. However, it must be recognised that there are inherent limitations in weighing the assurances provided by any system on internal controls; d) The Directors have prepared the annual accounts on a going concern basis. FOR AND ON BEHALF OF THE BOARD Place: Mumbai MADHAVAN MENON - DIRECTOR Date : 27th February, 2009 VINAYAK K. PUROHIT - DIRECTOR