MIRA INFORM REPORT

Report Date :

01.12.2011

IDENTIFICATION DETAILS

Name :	TRAVEL CORPORATION (INDIA) LIMITED [w.e.f. 26.02.2011]
Formerly Known As :	TRAVEL CORPORATION (INDIA) PRIVATE LIMITED
Registered Office :	Chandermukhi, Nariman Point, Mumbai-400021, Maharashtra
Country :	India
Financials (as on) :	31.12.2010
Date of Incorporation :	19.07.1961
Com. Reg. No.:	11-012067
Capital Investment / Paid-up Capital :	Rs.15.767 Millions
CIN No.: [Company Identification No.]	U63040MH1961PLC012067
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Travel Agents and Tour Operators.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 2300000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an old and well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INFORMATION DECLINED BY

Name :	Mr. Amit
Designation :	General Manager of Treasury
Date :	29.11.2011

LOCATIONS

Registered Office :	Chandermukhi, Nariman Point, Mumbai-400021, Maharashtra, India
Tel. No.:	91-22-67401000
Fax No.:	91-22-22029424
E-Mail :	sharedept@tci.co.in
Branch Office :	Located At: · Agra · Bangalore · Chennai · Cochin · New Delhi · Gurgaon · Goa · Jaipur · Jodhpur · Mumbai · Trivandrum · Udaipur · Varanasi

DIRECTORS

As on 28.04.2011

Name :

Hoshang Shavaksha Billimoria

Designation :

Director

Address :

B 221, Grand Paradi 572, Dadyseth Hill, August Kranti Marg, Mumbai-400036, Maharashtra, India

Date of Birth/Age :

07.07.1951

Date of Appointment :

28.12.2006

Din No.:

00005003

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L63040MH1978PLC020717	THOMAS COOK (INDIA) LIMITED	Director	07-12-83	07-12-83	-	Active	NO
2	U65991MH1999PLC123027	HDFC ASSET MANAGEMENT COMPANY LIMITED	Director	11-07-00	11-07-00	-	Active	NO
3	U25199TN2000PTC045015	FENNER CONVEYOR BELTING PRIVATE LIMITED	Director	18-08-04	18-08-04	-	Active	NO
4	U63040MH1961PLC012067	TRAVEL CORPORATION (INDIA) LIMITED	Director	25-04-07	28-12-06	-	Active	NO
5	L17116KA2006PLC038839	GOKAK TEXTILES LIMITED	Director	30-08-08	26-09-07	03-09-10	Active	NO
6	U51900MH1968NPL013966	COUNCIL FOR FAIR BUSINESS PRACTICES	Director	27-08-10	27-08-10	-	Active	NO

Name :

Mr. Madhavan Karunakara Menon

Designation :

Director

Address :

Flat No. 702, Supreme Pearl, 17^th Road, Khar (West), Mumbai-400052, Maharashtra, India

Date of Birth/Age :

12.02.1955

Date of Appointment :

28.10.2009

Din No.:

00008542

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L63040MH1978PLC020717	THOMAS COOK (INDIA) LIMITED	Managing director	01-08-11	01-05-00	-	Active	NO
2	U63010MH1993PLC075480	HINDUSTAN CARGO LIMITED	Director	08-11-00	08-11-00	09-01-07	Active	NO
3	U63040MH1989PLC054760	THOMAS COOK INSURANCE SERVICES (INDIA) LIMITED	Director	15-01-01	15-01-01	-	Active	NO
4	U63040MH1989PLC054761	THOMAS COOK TOURS LIMITED	Director	15-01-01	15-01-01	-	Active	NO
5	U63040MH1989PLC054765	INDIAN HORIZON TRAVEL AND TOURS LIMITED	Director	15-01-01	15-01-01	-	Active	NO
6	U63040MH1961PLC012067	TRAVEL CORPORATION (INDIA) LIMITED	Director	05-05-10	28-12-06	-	Active	NO

Name :

Mr. Vinayak Kashinath Purohit

Designation :

Director

Address :

Flat No. 1003/1004, 10^th Floor, Astoria Building, Raheja Garden, Thane-400604, Maharashtra, India

Date of Birth/Age :

03.11.1955

Date of Appointment :

19.03.2008

Din No.:

00185052

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U72900DL2000PTC105101	GO4CRICKET.COM (INDIA) PRIVATE LIMITED	Director	30-08-06	30-08-06	04-05-07	Active	NO
2	U72200DL2002PTC116112	GO4I COM (INDIA) PRIVATE LIMITED	Director	30-08-06	30-08-06	22-08-07	Active	NO
3	U22121DL2006PLC153618	METROPOLITAN MEDIA COMPANY LIMITED	Nominee director	04-12-06	04-12-06	04-05-07	Active	NO
4	L63040MH1978PLC020717	THOMAS COOK (INDIA) LIMITED	Whole-time director	01-11-07	14-05-07	-	Active	NO
5	U63040MH1961PLC012067	TRAVEL CORPORATION (INDIA) LIMITED	Director	25-04-08	19-03-08	-	Active	NO
6	U63040MH1989PLC054765	INDIAN HORIZON TRAVEL AND TOURS LIMITED	Director	20-04-09	11-02-09	-	Active	NO
7	U63040MH1989PLC054760	THOMAS COOK INSURANCE SERVICES (INDIA) LIMITED	Director	20-04-09	11-02-09	-	Active	NO
8	U63040MH1989PLC054761	THOMAS COOK TOURS LIMITED	Director	20-04-09	11-02-09	-	Active	NO
9	U63090MH2011PLC221429	TC VISA SERVICES (INDIA) LIMITED	Director	30-08-11	30-08-11	-	Active	NO

Name :

Mr. Rakshit Pradeep Desai

Designation :

Director

Address :

Flat No. 221, 22^nd Floor, Tahnee Heights Nepean Sea Road, Mumbai-400006, Maharashtra, India

Date of Birth/Age :

20.02.1976

Date of Appointment :

19.01.2009

Din No.:

02435721

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	L63040MH1978PLC020717	THOMAS COOK (INDIA) LIMITED	Whole-time director	01-08-11	25-11-08	Active	NO
2	U63040MH1961PLC012067	TRAVEL CORPORATION (INDIA) LIMITED	Director	20-04-09	19-01-09	Active	NO
3	U63040MH1989PLC054765	INDIAN HORIZON TRAVEL AND TOURS LIMITED	Director	20-04-09	11-02-09	Active	NO
4	U63040MH1989PLC054760	THOMAS COOK INSURANCE SERVICES (INDIA) LIMITED	Director	20-04-09	11-02-09	Active	NO
5	U63040MH1989PLC054761	THOMAS COOK TOURS LIMITED	Director	20-04-09	11-02-09	Active	NO
6	U63090MH2011PLC221429	TC VISA SERVICES (INDIA) LIMITED	Director	30-08-11	30-08-11	Active	NO

KEY EXECUTIVES

Name :	Mr. Amit
Designation :	General Manager of Treasury

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 28.04.2011

Names of Shareholders	No. of Shares
Madhavan Karunakara Menon	1
Prasanth Kizhake Vetil Nair	1
Anil Chevidichi Srinivasan	1
Vishal Sahdev Suri	1
Thomas Cook (India) Limited, India	1576692
Vinayak Kashinath Purohit	1
Rakshit Pradeep Desai	1
Total	1576698

As on 28.04.2011

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	100.00

BUSINESS DETAILS

Line of Business :

Travel Agents and Tour Operators.

GENERAL INFORMATION

Bankers :

· Lloyds Bank London, UK · JP Morgan Chase Bank, New York, USA

Banking Relations :	--
Financial Institution:	BNP Paribas, French Bank Building, 62, Homji Street, Fort, Mumbai-400001, Maharashtra, India
Auditors :
Name :	Lovelock and Lewes Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai-400028, Maharashtra, India
Pan No.:	AABFL5878L
Holding Company:	Thomas Cook (India) Limited (CIN No.: L63040MH1978PLC020717) [Holds 100% of equity shares of the Company. TCIM Limited, UK holds 55.77% of Equity Shares of Thomas Cook (India) Limited. Thomas Cook UK Limited, the holding company of TCIM Limited, UK owns 21.41% of Equity Shares of Thomas Cook (India) Limited. Thomas Cook UK Limited is a step down subsidiary of Thomas Cook Group plc, the ultimate holding company.]
Fellow Subsidiary:	· Thomas Cook (Mauritius) Holidays Limited · Thomas Cook Northern Europe

CAPITAL STRUCTURE

As on 31.12.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1576698	Equity Shares	Rs.10/- each	Rs.15.767 Millions

NOTE:

Of the above:

(a) 41,660 Equity shares were allotted pursuant to a contract without payment being received in cash.

(b) 1,462,504 Equity shares were allotted as fully paid-up bonus shares by capitalization of General Reserve

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2010	31.12.2009	31.12.2008
SHAREHOLDERS FUNDS
1] Share Capital		15.767	15.767	15.767
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		559.804	487.170	524.465
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		575.571	502.937	540.232
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.125
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.125
DEFERRED TAX LIABILITIES		31.644	0.000	0.000
TOTAL		607.215	502.937	540.357
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		262.948	77.706	76.307
Capital work-in-progress		3.922	1.243	4.433
INVESTMENT		70.000	320.033	0.000
DEFERREX TAX ASSETS		0.000	6.765	9.999
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	338.449	319.203	452.726
	Cash & Bank Balances	303.713	97.835	299.098
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	235.842	191.802	195.757
Total Current Assets		878.004	608.840	947.581
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	436.896	372.336	381.972
	Other Current Liabilities	167.192	110.320	91.850
	Provisions	3.571	28.994	24.141
Total Current Liabilities		607.659	511.650	497.963
Net Current Assets		270.345	97.190	449.618
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		607.215	502.937	540.357

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2010	31.12.2009	31.12.2008
	SALES
		Income	311.666	301.499	427.729
		Other Income	141.430	12.097	52.169
		TOTAL (A)	453.096	313.596	479.898
Less	EXPENSES
		Personnel Cost	209.787	193.511	284.112
		Advertisement and Business Promotion	15.309	13.024	8.917
		Other Expenses	97.075	114.554	148.170
		TOTAL (B)	322.171	321.089	441.199
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		130.925	(7.493)	38.699
Less	FINANCIAL EXPENSES (D)		1.921	1.778	3.588
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		129.004	(9.271)	35.111
Less/ Add	DEPRECIATION/ AMORTISATION (F)		12.932	13.831	18.494
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		116.072	(23.102)	16.617
Less	TAX (H)		43.438	14.193	8.753
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		72.634	(37.295)	7.864
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		386.383	423.678	415.814
	BALANCE CARRIED TO THE B/S		459.017	386.383	423.678
	EARNINGS IN FOREIGN CURRENCY
		Receipts from Independent Tours and Travel	1103.432	980.731	1185.297
		Commission and Others	0.350	1.025	14.619
	TOTAL EARNINGS		1103.782	981.756	1199.916
	Earnings / (Loss) Per Share (Rs.)		46.07	(23.65)	4.99

KEY RATIOS

PARTICULARS		31.12.2010	31.12.2009	31.12.2008
PAT / Total Income	(%)	16.03	(11.89)	1.64
Net Profit Margin (PBT/Sales)	(%)	37.24	(7.66)	3.88
Return on Total Assets (PBT/Total Assets}	(%)	10.17	(3.36)	1.62
Return on Investment (ROI) (PBT/Networth)		0.20	(0.05)	0.03
Debt Equity Ratio (Total Liability/Networth)		1.06	1.02	0.92
Current Ratio (Current Asset/Current Liability)		1.44	1.19	1.90

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS:

During the year, The Company reported a net profit of Rs.72.600 millions against a loss of Rs.37.300 millions in the previous year. While operating margins continued to be under pressure, the Company disposed off its surplus property as part of the restructuring process.

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	90242035
Corporate identity number of the company	U63040MH1961PLC012067
Name of the company	TRAVEL CORPORATION (INDIA) LIMITED
Address of the registered office or of the principal place of business in India of the company	Chandermukhi, Nariman Point, Mumbai-400021, Maharashtra, India
Type of charge	Book Debts
Particular of charge holder	BNP Paribas, French Bank Building, 62, Homji Street, Fort, Mumbai-400001, Maharashtra, India
Email	y.ramakrishnan@asia.bnpparibas.com
Nature of description of the instrument creating or modifying the charge	Facility Cum Supplemental Hypothecation Agreement dated 31st May 2007.
Date of instrument Creating the charge	31.05.2007
Amount secured by the charge	Rs.125.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As per the rate advised in the sanction letter dated 1^st March, 2007 sent to the client. Terms of Repayment As agreed between the bank and the borrower. Margin As per the sanction letter sent to the client. Extent and Operation of the charge Hypothecation by way of first charge of all the present and future book debts, outstanding monies, receivables, claims and bills which are now due and owing or which may at any time hereafter during the continuance of this security become due and owing to the Company in the course of its business by any person, firm, company or body corporate or by the Government Department, Municipal, Local, Public or semi Government body or any authority by whatever
Short particulars of the property charged	Current Book Debts
Date of latest modification prior to the present modification	04.01.2006
Particulars of the present modification	By this present modification the charge is enhanced from Rs.100.000 Millions to Rs.125.000 Millions by an additional limit of Rs.25.000 Millions.

CONTINGENT LIABILITIES:

Particulars	31.12.2010 (Rs. in millions)	31.12.2009 (Rs. in millions)
Claims against the Company not acknowledged as debts: Disputed claims made by clients/employees	0.000	0.540
Disputed Income tax Demands	146.175	146.175
Disputed Service tax Demands	245.015	72.031
Total	391.190	218.746

Note: Future cash outflows in respect of above contingent liabilities are determinable only on receipt of judgements/decisions pending with various forums/authorities.

FIXED ASSETS:

· Software

· Freehold Properties

· Furniture and Fittings

· Computers

· Office Equipments

· Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.52.17
UK Pound	1	Rs.81.29
Euro	1	Rs.69.47

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		50

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.