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International Travel House Ltd.

BSE: 500213 Sector: Services
NSE: INTLTRAVHS ISIN Code: INE262B01016
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NSE 05:30 | 01 Jan International Travel House Ltd
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VOLUME 1547
52-Week high 159.95
52-Week low 67.65
P/E 102.99
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 142.65
CLOSE 142.65
VOLUME 1547
52-Week high 159.95
52-Week low 67.65
P/E 102.99
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

International Travel House Ltd. (INTLTRAVHS) - Director Report

Company director report

Your Directors submit their Report for the financial year ended 31st March 2021.

BUSINESS ENVIRONMENT

The black swan COVID-19 pandemic has caused global disruption and has severely impactedthe travel tourism aviation and hospitality industry. The financial year 2020-21 wasdeeply impacted by the brunt of COVID-19 pandemic. According to International MonetaryFund the global economy in 2020 was in deep recession and shrunk by 4.4%. India's GrossDomestic Product contracted by a whopping 23.9% in the first quarter of financial year2020-21 and 7.3% for the complete year.

International travel in 2020 was effectively cut to zero with international commercialflights between countries banned post mid-March 2020. While global business travelexceeded $1.4 trillion in 2019 it dropped by more than 50% in 2020 to $ 694 billion. TheIndian economy also saw similar trends during the last financial year in its travel andtourism industry. Before the pandemic it was estimated that travel and tourism willcontribute US$ 270 billion to India's GDP in 2020. However during calender year 2020Foreign Tourist Arrivals decreased by more than 70% vis-a-vis calender year 2019. Duringthe year under review international and domestic air passenger traffic de-grew by 85% and65% respectively and collectively Indian airlines are expected to post losses of nearlyINR 25000 crores. Domestic business travel was further compressed due to virtual meetingsand structural shift to ‘Work from Home'. While the third and fourth quarters for FY2020-21 showed some signs of recovery the COVID cases surged back towards the end of thefourth quarter bringing business to a standstill with fresh restrictions being imposed onmovement and travel. The industry is expected to bounce back once the impact of thepandemic is subdued. India's travel and tourism industry has huge growth potential. Theindustry is also looking forward to expansion of the e-Visa scheme which is expected todouble tourist inflows in India. Our country is the most digitally advanced travellernation in terms of digital tools being used for planning booking and experiencing ajourney. India's rising middle class and increasing disposable income is expected to be aboon for the future growth of domestic and outbound tourism. The path to recovery ispredicted to be long and arduous. The transport business comprising mainly of executivecar rentals is expected to recover faster than travel related services business.

FINANCIAL PERFORMANCE

During the financial year 2020-21 your Company recorded revenue from operations of Rs5938.85 lakhs (previous year Rs 20916.10 lakhs). Post-tax losses stood at Rs 4506.50lakhs due to the impact of the pandemic. Your Company earned Rs 73.57 lakhs (previous yearRs 838.88 lakhs) in foreign exchange during the year under review from its Travel Toursand Car Rental Services. Your Company's expenditure in foreign currency during the yearamounted to Rs 43.19 lakhs (previous year Rs 42.82 lakhs).

PROFITS DIVIDEND AND RETAINED EARNINGS

The financial results of your Company summarised are as under:

For the year ended 31st March 2021 (Rs in lakhs) For the year ended 31st March 2020 (Rs in lakhs)
Profits / (Losses)
a. Profit / (Loss) Before Tax (4506.50) (841.13)
b. Tax Expense
Current Tax - (18.76)
Deferred Tax - (81.29)
c. Profit / (Loss) for the year (4506.50) (741.08)
d. Other Comprehensive Income 5.23 (157.92)
e. Total Comprehensive Income (4501.27) (899.00)
statement of Retained earnings
a. At the beginning of the year 11361.25 12501.19
b. Add: Profit / (Loss) for the year (4506.50) (741.08)
c. Add: Other Comprehensive Income 5.23 (157.92)
d. Less: Dividend paid including
Income Tax on Dividend paid - (240.94)
e. At the end of the year 6859.98 11361.25

In view of the losses your Directors have not recommended any dividend for thefinancial year ended 31st March 2021.

There has been no change in the nature of business of your Company during the yearunder review.

Details of changes in Key Financial Ratios and Return on net Worth

The key financial ratios of the Company where there have been significant changes (25%or more) pursuant to Schedule V (B) to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 are summarised below:

Financial Ratio 2020-21 2019-20 change % Reason for change
Net Profit Margin (%) (79.88) (3.60) 2119 Impact of the pandemic.
Return on Net Worth (%) (42.75) (4.93) 767

COVID-19 BUSINESS CONTINUITY

The unprecedented circumstances posed by the COVID-19 pandemic have brought to lightunforeseen risks to business continuity. Your Company swiftly adopted new tech-enabledchannels to communicate safety advisories enhance employee connect and keep the employeemorale high. Your Company mobilised infrastructure to support remote working andfacilitating employees with the necessary hardware software & equipment to worksafely and effectively from home. No material changes and commitments have occurred afterthe closure of the year under review till the date of this Report except impact of secondwave of the pandemic which may affect the financial position of your Company.

BUSINESSES AIRTRAVEL

IATA estimates that the airline industry lost about US$ 126 billion in 2020 due to theCOVID-19 pandemic. They also opine that losses will go down in 2021 and are expected toreach the pre-pandemic levels by early 2024.

The pandemic resulted in decimation of corporate travel owing to lockdowns bothdomestic and international. Capacity deployment on domestic routes in India was reduced toabout 40% which was gradually increased to 80% in the fourth quarter of the financial year2020-21. Recovery in corporate travel started to happen from October 2020 and reachednearly 30% of pre- covid levels in March 21. However the second wave in April 2021halted the upward trajectory with fresh lockdowns being re-instated.

International travel which forms the bulk of our Gross Transaction Value (GTV) gotrestricted to ‘Travel Bubbles' formed by the Government of India with other countriesunder which only eligible categories of people could book the flights. Initially these‘Bubbles' were mainly concentrated on repatriating people to their home countries.These restrictions were eased during the later part of the year to include business andholiday travel.

During this pandemic time your Company helped corporates' facilitate repatriation oftheir employees from different countries back to India. New account acquisition activitywas pursued rigorously and we saw a good number of accounts getting signed up which willcontribute significantly once travel opens up. Due to restrictions on travel in domesticand especially in international sectors the Average Ticket Price (ATP) saw a steepdecline.

Your Company has taken a number of steps related to cost control selecting a robustbooking technology system and further centralisation of processes to make itself into alean business entity driven by digitalisation.

Meetings Incentives conferences and exhibitions (MIce)

The COVID-19 pandemic led to cancellation of all the MICE events as customers continuedto work from home. Digital meetings on Zoom and other platforms became the order of theday.

Your Company continues to pursue and engage with corporates to keep a pulse on futureplanning of these events.

Forex

Your Company continues to offer forex services to its customer base except Hyderabadand Pune branches owing to lack of volumes.

outbound & Inbound

Your Company capitalised on the ‘revenge holiday' phenomenon that the countrywitnessed when restrictions eased during the third and fourth quarter of the financialyear 2020-21.

Your Company collaborated with ITC group of hotels and formulated ‘Safe DrivableGetaways' with the assurance of safety and hygiene along with the option of using theCompany's ‘Safe Car'.

Various event specific packages mainly Honeymoon New Year Getaways etc. were rolledout. Promotions for the same were done across multiple channels.

transport Business

The Indian Car rental market estimated to be US$ 15 billion pre-2020 was expected toreach US$ 22 billion by 2025 projecting a CAGR of about 7% during the forecast period.Your Company was on a buoyant trajectory in the financial year 2019-20 of becoming adominant player in the market - vide its Core Promise of Quality & SafetyContemporary Technology (‘Disha' Chauffeur app) a strong supply-chain through it's‘Driver Entrepreneur Program' & a growing Customer base of elite Blue-ChipMNC's. This momentum was abruptly impacted in March 2020 with the onset of the pandemic.

The COVID-19 pandemic has had a devastating impact on the economy at large with anaccentuated trough in the Travel & Tourism sector. Globally the pandemic resulted incompany rating downgrades market volatility and loss of share value for leading globalentities such as Hertz Avis Europcar Uber and Lyft with eventually Hertz filing forbankruptcy. The Indian car-rental market also saw several players ceasing operations anddisposing off assets & car inventory for generating cash flows. With reduced BusinessTravel and emerging acceptance of ‘Work from Home' models demand for car-rentalstapered down during the year. Rising fuel prices in developing countries further dampenedrevival.

Your Company was swift in responding vide ensuring safe return of chauffeurs to theirhometowns extending sustenance advance and a slew of cost-containment measures tosurvive. Your Company in parallel kick-started a series of revival interventions such asa). venturing into adjacent areas of Corporate Employee Transportation b). launch of the‘Safe Car Promise' to reassure and welcome back travellers c). focus on demandgeneration from ‘Essential Service sectors' d). floating retail offers to corporateemployees etc.

Aided by the above actions your Company ensured faster revival levels vis-?-vis theindustry (pre-covid %) by the second half of the year. At an operating level theTransport Business was cash positive in the fourth quarter of the financial year 2020-21.The second wave in the first quarter of the financial year 2021-22 once again abruptlyimpacted this revival trajectory. However your Company is poised to emerge stronger postthis pandemic impact as the emphasis on Reliability Safety and Hygiene will assumegreater significance.

SUBSIDIARIESASSOCIATESAND JOINTVENTURES

Your Company does not have any subsidiary associate or joint venture.

INTERNAL FINANCIAL CONTROLS

Corporate Governance in your Company operates at three interlinked levels with clearlydefined roles responsibilities and authorities across the three levels of the governancestructure. Your Company also has a Code of Conduct which requires management to conform tothe required financial and accounting policies systems and processes conduct businessethically and ensure strict compliance with all applicable laws and regulations. Thesepolicies have been widely communicated across the organisation at all levels and providethe cornerstones for Internal Financial Controls with reference to your Company'sFinancial Statements.

Your Company's Financial Statements are prepared on the basis of the SignificantAccounting Policies that are carefully selected by the management and approved by theAudit Committee and the Board. These Policies are supported by the Corporate Accountingand System Policies that apply to the entity as a whole and are practiced uniformly acrossyour Company. The Accounting Policies are reviewed and updated from time to time. These inturn are supported by a set of policies and Standard Operating Procedures (SOPs) that havebeen established for individual businesses. Your Company uses Information TechnologySystems as a business enabler and also to maintain its books of accounts. The SOPs intandem with the Information Management Policy reinforce the control environment. The wholegamut of controls policies procedures and systems are reviewed by the management andaudited by the Internal Auditor whose findings and recommendations are reviewed by theAudit Committee and tracked through till implementation. Your Company has in placeadequate internal financial controls with reference to Financial Reporting. These havebeen designed to provide reasonable assurance with regard to recording and providingreliable financial information; complying with applicable statutes; and ensuring thattransactions are carried out with proper authorisation. Such controls have been assessedduring the year taking into consideration the essential components of internal controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by The Institute of Chartered Accountants of India. Based on the resultsof this assessment carried out by management no reportable material weakness orsignificant deficiencies in the design or operation of internal financial controls wereobserved. Nonetheless your Company recognises that any internal financial controlframework no matter how well designed has inherent limitations and accordingly regularaudit and review processes ensure that such systems are reinforced on an ongoing basis.

RISK MANAGEMENT

Your Company continues its emphasis on a systems-based approach to business riskmanagement. Backed by strong internal control systems the current Risk Managementframework consists of the following key elements:

- The Corporate Governance Policy approved by the Board clearly lays down the roles andresponsibilities of the various entities in relation to risk management covering a rangeof responsibilities from strategic to operational. These role definitions interaliaprovide the foundation for appropriate risk management procedures their effectiveimplementation and independent monitoring and reporting by the Internal Auditor.

- A combination of centrally issued policies and procedures which are regularlyreviewed and updated in the light of changing business and regulatory environment bringrobustness to the process of ensuring that business risks are effectively addressed.

- Appropriate structures are in place to proactively monitor and manage the inherentrisks in businesses with unique / relatively high risk profiles.

- Internal Audit is an independent and external function and carries out risk focusedaudits across all businesses enabling identification of areas where risk managementprocesses may need to be strengthened. These audits are conducted by M/s Grant ThorntonIndia LLP Chartered Accountants (GT) the Internal Auditors of your Company. The AuditCommittee of the Board reviews Internal Audit findings provides strategic guidance oninternal controls and seeks feedback on implementation based on such guidance. The AuditReview Committee closely monitors the internal control environment within your Companyincluding implementation of action plans emerging out of internal audit findings.

- A framework of strategic planning and performance management ensures realisation ofbusiness objectives based on effective strategy implementation. The annual planningexercise requires identification of top risks and sets out a mitigation plan with agreedtimelines and accountability. Businesses are required to confirm periodically that allrelevant risks have been identified assessed and evaluated and that appropriatemitigation systems have been implemented.

The combination of policies and processes as outlined above adequately address thevarious risks associated with your Company's businesses. The COVID-19 pandemic hastriggered new risks in business operations. Your Company took adequate steps to mitigatethe risks details whereof have been covered earlier in this Report.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary adjunct to the principle ofgovernance that freedom of management should be exercised within a framework ofappropriate checks and balances. Your Company remains committed to ensuring an effectiveinternal control environment that interalia provides assurance and comfort on orderlyand efficient conduct of operations security of assets prevention and detection offrauds / errors accuracy and completeness of accounting records and timely preparation ofreliable financial information.

Your Company's independent and robust Internal Audit processes provide assurance on theadequacy and effectiveness of internal controls compliance with operating systemsinternal policies and regulatory requirements.

GT the Internal Auditor have assured your Company that they are adequately resourcedto deliver high standards of audit assurances. In the context of the IT environment ofyour Company systems and policies relating to Information Management are periodicallyreviewed and benchmarked for contemporariness. Compliance with the Information Managementpolicies receives focused attention of the Internal Auditor.

The onset of COVID-19 pandemic and consequent lockdowns & restrictions imposed tocurb its spread made the conduct of physical audits extremely difficult. Under suchchallenging circumstances and considering the safety and well-being of employees yourCompany adopted a ‘remote audit' approach by leveraging technology to ensurecontinuity in audit and assurance processes.

The Audit Committee of your Board met four times during the year. The Terms ofReference of the Audit Committee included reviewing the adequacy and effectiveness of theinternal control environment monitoring implementation of the action plans emerging outof Internal Audit findings including those relating to strengthening of your Company'srisk management systems and discharge of statutory mandates.

The Statutory Auditors and the Secretarial Auditors of your Company have not reportedany fraud to the Audit Committee or the Board of Directors under Section 143(12) of theCompanies Act 2013 (‘the Act').

HUMAN RESOURCE DEVELOPMENT

Your Company strongly believes in the premise of placing people first in all itsbusiness decisions / imperatives. This belief was amplified in a crisis situation withempathy and employee well-being as topmost priority.

Initiatives to support our employees

Your Company implemented a slew of measures to extend care and empathy to allemployees. Your Company formed a Covid Task Force to channelize support where concentratedefforts are required to help our associates impacted due to the pandemic. Your Company hasalso facilitated emergency support in partnership with ITC Corporate group - such asaccess to dedicated covid care centres hospitalization and provision of exigent medicalequipments & medicines.

To ensure "Personal Connect" and rush assistance the HR team along withSPOCs of Covid Task Force are proactively enquiring about the well-being of employees andtheir family. The task force also endeavours to facilitate convenient access to vaccinefor associates; enables extension of paid sick time to employees experiencing symptoms ofseeking testing or treatment for or recovering from COVID-19. Consistent and clearcommunication about health risks and preventive measures have been shared to createawareness and mitigate risks.

Your Company also adopted several cost-containment measures (akin to the industry) onPeople & Establishment costs to ensure business continuity and sustenance.

Your Company continues to provide a safe secure inclusive and a gender friendlyworkplace. The Company has put in place Grievance Redressal Procedures and adopted aPolicy on Sexual Harassment as per the provisions of the Prevention of Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesframed thereunder. The Company has undertaken a people scope online training programgeared towards employee awareness on POSH. The Company has Internal Committees to ensurethat adequate preventive measures are taken and grievances in this regard if any areeffectively addressed. During the year under review no complaint relating to sexualharassment was received.

WHISTLEBLOWER POLICY

Your Company's Whistleblower Policy encourages Directors and employees to bring to theCompany's attention instances of illegal or unethical behaviour actual or suspectedincidents of fraud violation of ITHL Code of Conduct or actual or suspected instances ofleak of unpublished price sensitive information that could adversely impact the Company'soperations business performance and / or reputation. The Policy provides that the Companyinvestigates such incidents when reported in an impartial manner and takes appropriateaction to ensure that the requisite standards of professional and ethical conduct arealways upheld. It is your Company's Policy to ensure that no complainant is victimised orharassed for bringing such incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by the Audit Committee and noemployee was denied access to the Committee. The Whistleblower Policy is available on theCompany's website at https://www.internationaltravelhouse.in/ whistleblower-policy.aspx.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company's CSR Policy outlines programmes and projects falling within the purviewof Schedule VII and Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014.

The requirement of contributing funds to CSR activities was not applicable to theCompany for the financial year 2020-21 since the Company had incurred losses during theimmediately preceding financial year. The Annual Report on CSR Activities as requiredunder Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 and Rule 9 of the Companies (Accounts) Rules 2014 isprovided in Annexure 1 forming part of this Report.

Deposits

Your Company has not accepted any deposits from the public / members under Section 73of the Act read with the Companies (Acceptance of Deposits) Rules 2014 during the year.

DIRECTORS CHANGES IN DIRECTORS

During the year under review Mr. Bhagwateshwaran Hariharan was appointed with yourapproval as the Managing Director of your Company for a period of three years with effectfrom 1st May 2020 or upto the date of his retirement with ITC Limited whichever isearlier.

Mrs. Sudha Pillai stepped down as an Independent Director of the Company with effectfrom 6th April 2021 due to her other commitments. Your Directors would like to recordtheir appreciation for the services rendered by Mrs. Pillai.

The Board of Directors of your Company (‘the Board') on the recommendation of theNominations & Remuneration Committee (‘the Committee') at the Meeting held on29th June 2021 appointed Ms. Vrinda Sarup who has the required integrity expertise andexperience as a Director and subject to the approval of the Members also as anIndependent Director of the Company for a period of five years with effect from 29th June2021. Your Board recommends her appointment as an Independent Director of your Company.Requisite Notice under Section 160 of the Act has been received from Ms. Sarup who hasfiled her consent to act as a Director of the Company. Appropriate resolution seeking yourapproval to the above is appearing in the Notice convening the Fortieth Annual GeneralMeeting (‘AGM') of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Articles 143 and144 of the Articles of Association of your Company Mr. Nakul Anand will retire byrotation at the ensuing AGM of your Company and being eligible offers himself forre-appointment. Your Board recommends his re-appointment. number of Board Meetings

During the year ended 31st March 2021 six meetings of the Board were held detailswhereof are given in ‘Report on Corporate Governance' forming part of the Report andAccounts'.

Attributes Qualifications & Independence of Directors and their AppointmentThe Governance Policy of your Company interalia requires that Non-ExecutiveDirectors including Independent Directors be drawn from amongst eminent professionalswith experience in business / finance / law / public administration and enterprises. TheNominations & Remuneration Committee have stipulated the criteria for determiningqualifications positive attributes and independence of Directors. The Board DiversityPolicy of the Company requires the Board to have a balance of skills experience anddiversity of perspectives appropriate to the Company. The skills expertise andcompetencies of the Directors as identified by the Board along with those available inthe present mix of the Directors of your Company are provided in the ‘Report onCorporate Governance' forming part of the Report and Accounts. The Articles of Associationof the Company provide that the strength of the Board shall not be fewer than three normore than twelve. Directors are appointed / re-appointed with the approval of the Membersfor a period of three to five years or a shorter duration as may be determined by theBoard from time to time. All Directors other than Independent Directors are liable toretire by rotation unless otherwise approved by the Members.

One-third of the Directors who are liable to retire by rotation retire every year andare eligible for re-appointment.

The Independent Directors of your Company have inter alia confirmed that (a) theymeet the criteria of Independence as prescribed under Section 149 of the Act andRegulation 16 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') and (b) they arenot aware of any circumstance or situation which could impair or impact their ability todischarge duties with an objective independent judgement and without any externalinfluence. In the opinion of the Board the Independent Directors fulfil the conditionsprescribed under the Act and the Listing Regulations and are independent of the managementof the Company.

The Company's Policy on remuneration of Directors Key Managerial Personnel and otheremployees as approved by the Board may be accessed on its website https://www.internationaltravelhouse.in/remuneration-policy.aspx.

There has been no change in the Policy during the year.

Board evaluation

The Nominations & Remuneration Committee as reported in earlier years formulatedthe Policy on Board evaluation evaluation of Board Committees' functioning and individualDirector evaluation and also specified that such evaluation will be done by the Boardpursuant to the Act and the Rules thereunder and the Listing Regulations. Boardperformance is assessed against the role and responsibilities of the Board as provided inthe Act and the Listing Regulations read with the Company's Governance Policy. Theparameters for Board performance evaluation have been derived from the Board's core roleof trusteeship to protect and enhance shareholder value as well as to fulfil expectationsof other stakeholders through strategic supervision of the Company. Evaluation offunctioning of Board Committees is based on discussions amongst Committee members andshared by each Committee Chairman with the Board. Individual Directors are evaluated inthe context of the role played by each Director as a member of the Board at its meetingsand in assisting the Board in realizing its role of strategic supervision of thefunctioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by theNominations & Remuneration Committee the evaluation of individual Directors wascarried out anonymously in order to ensure objectivity. The Board was briefed on thefunctioning of Board Committees by the respective Committee Chairmen after discussion withthe other Committee Members. The Independent Directors also reviewed the performance ofthe Chairman other non-Independent Directors and the Board pursuant to Schedule IV tothe Act and Regulation 25 of the Listing Regulations.

Key Managerial Personnel

During the year Mr. Ajay Kumar ceased to be the Chief Executive Officer of the Companywith effect from close of work on 30th April 2020. Mr. B Hariharan was appointed asManaging Director with effect from 1st May 2020. Further Ms. Janaki Aggarwal resigned asthe Company Secretary of the Company with effect from close of work on 14th July 2020.The Board on the recommendation of the Nominations & Remuneration Committee at theMeeting held on 14th July 2020 appointed Mr. Vivek Kumar as the Company Secretary of theCompany with effect from 15th July 2020 in terms of the provisions of Section 203 of theAct. Mr. Kumar resigned as the Company Secretary of the Company with effect from close ofwork on 3rd May 2021.

Post closure of the financial year 2020-21 the Board on the recommendation of theNominations & Remuneration Committee appointed Ms. Meetu Gulati as the CompanySecretary and Compliance Officer of the Company effective 15th July 2021.

Mr. Savio Sequeira stepped down as the Chief Financial Officer of your Company witheffect from close of work on 31st August 2020. The Board on the recommendation of theAudit Committee and the Nominations & Remuneration Committee appointed Mr. MohitAggarwal as the Chief Financial Officer of your Company with effect from 1st September2020

Audit Committee & Auditors

The composition of the Audit Committee is provided under the section ‘Board ofDirectors and Committees' in the Report and Accounts.

statutory Auditors

The Statutory Auditors Messrs. Deloitte Haskins & Sells LLP Chartered Accountants(‘DHS') (Firm Registration No.117366W/W-100018) were appointed with your approval atthe Thirty Sixth AGM to hold such office till the conclusion of the Forty First AGM. DHShave submitted their Report on the Financial Statements of the Company for the financialyear 2020-21 which forms part of this Report. They have issued an unmodified auditopinion.

On the recommendation of the Audit Committee the Board has recommended for theapproval of the Members payment of remuneration to DHS for the financial year 2021-22.Appropriate resolution for this purpose is appearing in the Notice convening the FortiethAGM of the Company.

SECRETARIAL AUDITORS

Your Board appointed Messrs. PB & Associates Practicing Company Secretaries asthe Secretarial Auditors of the Company for the financial year ended 31st March 2021.Report of the Secretarial Auditors pursuant to Section 204 of the Act is provided in the Annexure2 forming part of this Report. There are no qualifications observations or otheradverse remarks in the said Report.

RELATED PARTYTRANSACTIONS

All contracts or arrangements entered into by the Company with its related partiesduring the financial year were in accordance with the provisions of the Act and theListing Regulations. All such contracts or arrangements were entered in the ordinarycourse of business and on arm's length basis and have been approved by the AuditCommittee.

After closure of this financial year the Company obtained your approval for enteringinto material related party transactions in the ordinary course of business and on arm'slength basis with ITC Limited and ITC Infotech India Limited (related parties within themeaning of the Listing Regulations) upto an aggregate value of Rs 90 crores and Rs 40crores respectively for the financial year 2021-22 (including existing contracts /arrangements / transactions) and Rs 120 crores and Rs 50 crores respectively for thefinancial year 2022-23 (including existing contracts / arrangements / transactions).Since no material related party transaction was entered into by the Company during thefinancial year ended 31st March 2021 Form No. AOC-2 is not applicable for the Company.

Your Company's Policy on Related Party Transactions as adopted by your Board can beaccessed on the Company's website at https://www.internationaltravelhouse.in/policy-on-related-party-transactions.aspx.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 of the Act your Directors confirm having: a) followed inthe preparation of the Annual Accounts the applicable Accounting Standards with properexplanation relating to material departures if any; b) selected such accounting policiesand applied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of your Company at theend of the financial year and of the loss of your Company for that period; c) taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of your Company and for preventingand detecting fraud and other irregularities; d) prepared the Annual Accounts on a goingconcern basis; e) laid down internal financial controls to be followed by your Company andthat such internal financial controls were adequate and operating effectively; and f)devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

OTHER INFORMATION COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

The certificate from your Company's Auditors Messrs. DeloitteHaskins&SellsLLPCharteredAccountantsconfirmingcompliance with the conditions ofCorporate Governance as stipulated under the Listing Regulations is annexed as Annexure3 to the Report.

compliance with secretarial standards

The Company is materially in compliance with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Act. cost Records

The Company is not required to maintain cost records in terms of Section 148 of the Actread with the Companies (Cost Records and Audit) Rules 2014.

Going concern status

No significant or material orders were passed during the year under review by anyregulator court or tribunal impacting the going concern status of your Company or itsfuture operations.

Annual Return

The Annual Return of your Company is available on the website of the Company athttps://www.internationaltravelhouse.in/ annual-return.aspx.

Particulars of Loans Guarantees or Investments

During the year ended 31st March 2021 your Company has neither given any loan orguarantee nor has made any investment under the provisions of Section 186 of the Act.

Particulars relating to conservation of energy and technology AbsorptionParticulars as required under Section 134 of the Act relating to Conservation of Energyand Technology Absorption are provided below:

Conservation of Energy: steps taken on conservation of energy and impact thereof: NIL

steps taken by the company for utilising alternate sources of energy: NIL

capital investment on energy conservation equipment: NIL.

Technology Absorption:

I) efforts in brief made towards technology absorption and benefits derived as aresult of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc.:

Your Company facilitated work from home to continue functioning during the COVID-19pandemic and made all possible efforts to reduce IT costs. The Company's website wasmigrated to a contemporary cloud platform. In addition enhancements and upgrades weredone to existing critical IT applications.

Benefits:

Improved security integrity availability and contemporisation of IT systems.

II) In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year) following information may be furnished:

A) Details of technology imported NIL B) Year of import NIL

C) Whether the technology has been fully absorbed

NIL

D) If not fully absorbed areas where absorption has not taken place and thereasons therefore NIL

III) expenditure incurred on research and development

NIL

Employees

The total number of employees of the Company as on 31st March 2021 stood at 534.

The details of employee(s) drawing remuneration more than the limit specified in Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014along with the details of top ten employees of the Company in terms of remuneration drawnduring the year under review as required under the said Rule are given in the Annexure4 forming part of this Report.

Forward-Looking Statements

This Report contains forward-looking statements that involve risks and uncertainties.When used in this Report the words ‘anticipate' ‘believe' ‘estimate'‘expect' ‘intend' ‘will' and other similar expressions as they relate toyour Company and / or its Businesses are intended to identify such forward-lookingstatements. Your Company undertakes no obligation to publicly update or revise anyforward-looking statements whether as a result of new information future events orotherwise. Actual results performances or achievements could differ materially from thoseexpressed or implied in such forward-looking statements. Readers are cautioned not toplace undue reliance on these forward-looking statements that speak only as of theirdates. This Report should be read in conjunction with the Financial Statements includedherein and the Notes thereto.

conclusion

Your Company continues to monitor and respond with agility to the evolving situationwhile managing the uncertainties in the business environment. Your Directors and employeeslook forward to the future with a positive attitude and stand committed to deliver theirbest to create a better future for all stakeholders.

On behalf of the Board
B Hariharan J Singh
Managing Director Director
Place: Gurugram Place: Kolkata
Dated: 15th July 2021 Dated: 15th July 2021

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