MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors submit their Report for the financial year ended 31st March 2020.
According to International Monetary Fund global growth has been around 3% in 2019. Dueto the COVID-19 pandemic the global economy is expected to contract sharply by more than4% in 2020 much worse than the 2008-09 financial crisis. Against this backdrop theIndian economic growth is expected to slow down to 1.9% in 2020.
Travel and Tourism accounted for 10.3% of the global GDP in 2019 and created 330million jobs which is 1 in 10 jobs around the world. 2019 saw collapse of iconic brandslike Thomas Cook UK and Cox & Kings Limited. Closer home Jet Airways Ltd ceasedoperations during the year. It brought to the fore the extreme vulnerability of the sectorto changes in the economic environment.
India has had its fair share of growth turbulence in the travel and tourism sector. Itwas estimated that travel and tourism will contribute US$ 270 billion to India's GDP in2020. This sector is one of the key generator of employment in the country supportingalmost 50 million jobs. Government of India is actively engaged and working on policyinitiatives to support the sector. The onset of COVID-19 has had a profound effect on analready slowing world economy. With lockdowns happening in many parts of the worldbusiness is almost at standstill. Countries have put restrictions on movement of peopleand have also closed international borders. Economic activity is severely impacted withalmost all industries showing signs of de-growth. Many governments have announced bail outpackages for their key industries and are figuring out ways and means to uplift economicactivity.
Travel and Tourism has been the worst affected industry due to this pandemic. With manycountries putting restrictions on domestic and international travel closure of hotels andother accommodation options and restrictions on movement of people this industry hasseen many business including airlines shutting down or filing for bankruptcy. Business andLeisure travel got affected due to grounding of airlines and other means oftransportation. Domestic and International MICE (Meetings Incentive Conference andExhibitions) movement were cancelled.
FAITH (Federation of Associations in Indian Tourism and Hospitality) has predicted thatthe tourism and hospitality industry is facing Rs. 10 Lakh Crore business risk. VariousIndian travel associations have made charters of interventions and presented the same tothe government and the industry is anxiously waiting for relief from the governmentpertaining to the sector.
The path to recovery is predicted to be long and arduous. Corporates have realised thatuse of technology can aid in business continuity hence Work From Home by deploying theright tools is perceived to be the way forward thus reducing the need for travel andrelated expenses.
Nevertheless it is also being said that while the recovery will be long the industrywill bounce back like it has done during previous crises. It is expected that domestictourism and MICE will lead the way to recovery followed by corporate travel. The transportbusiness comprising mainly of executive car rentals is expected to recover faster thanother travel related businesses.
In the financial year 2019-20 your Company recorded revenue from operations of Rs.20916.10 lakhs which was similar to the previous year at Rs. 20814.21lakhs. Howeverpre-tax losses at
Rs. 841.13 lakhs and post-tax losses at Rs. 741.08 lakhs were due to a general slowdownin the economy compounded by the COVID-19 impact.
During the financial year 2019-20 your Company earned
Rs. 838.88 lakhs (previous year Rs. 956.50 lakhs) in foreign exchange from its TravelTours and Car Rental Services. Your Company's expenditure in foreign currency amounted toRs. 42.82 lakhs (previous year Rs. 46.48 lakhs).
PROFITS DIVIDEND AND RETAINED EARNINGS
The financial results of your Company summarised are as under:
| ||For the year ended 31st March 2020 ||For the year ended 31st March 2019 |
| ||(Rs. in lakhs) ||(Rs. in lakhs) |
|Profits / (Losses) || || |
|a. Profit / (Loss) Before Tax ||(841.13) ||424.90 |
|b. Tax Expense || || |
|Current Tax ||(18.76) ||242.50 |
|Deferred Tax ||(81.29) ||(85.57) |
|c. Profit / (Loss) for the year ||(741.08) ||267.97 |
|d. Other Comprehensive Income ||(157.92) ||(70.33) |
|e. Total Comprehensive Income / (Loss) ||(899.00) ||197.64 |
|Statement of Retained Earnings || || |
|a. At the beginning of the year ||12501.19 ||12713.16 |
|b. Add: Profit / (Loss) for the year ||(741.08) ||267.97 |
|c. Add: Other Comprehensive Income ||(157.92) ||(70.33) |
|d. Less: Dividend paid including || || |
|Income Tax on Dividend paid ||(240.94) ||409.61 |
|e. At the end of the year ||11361.25 ||12501.19 |
Your Directors with a view to conserve resources decided not to recommend anydividend to the Members for the financial year 2019-20.
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) are summarised below pursuant to Schedule V (B) to the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015:
|Financial Ratio ||2019-20 ||2018-19 ||Change % ||Reason for change |
|Net Profit Margin ||(3.60)% ||1.35% ||N.A. ||Lower profits due to general slowdown in |
|Return on Net Worth ||(4.93)% ||1.66% ||N.A. ||the economy compounded by the COVID-19 impact. |
COVID-19 Business Continuity
Your Company responded to the threat of COVID-19 proactively and adopted a cautious andcomprehensive approach towards the well-being & safety of its employees - byinitiating Work from Home' & Social Distancing' practices even before thenationwide lockdown was implemented. It continued to place emphasis on engaging andupskilling its employees through technology & online learning platforms during thisperiod. As part of your Company's Business Continuity plan your Company immediatelygeared up the requisite technology and telecom infrastructure to equip our operationsteams to remotely service emergent client requirements.
During the lockdown period your Company extended transport services for corporates insectors such as FMCG Manufacturing Banking Financial Technology & Infrastructureservices. Your Company also enabled repatriation flight bookings for travellers departingIndia.
Your Company leveraged institutional strengths of ITC Limited by partnering with Savlonfor enhanced hygiene and sanitization protocols for the safety and well-being of itsGuests / Travellers. Your Company has crafted and communicated to its customers TheSAFE Car Promise' reassuring them of its commitment to the highest standards ofReliability Safety and Hygiene.
International Air Transport Association (IATA) has predicted that India currentlyranked 7th will be ranked third in terms of passenger traffic by 2024. Further KPMG haspredicted that India's $30-billion business travel market is expected to triple by 2030.
However during the year the market witnessed the closure of Jet Airways and saw lowcost carriers (LCCs) gaining market share with Indigo controlling the majority share ofvolume. This affected your Company's earnings from the Global Distribution System (GDS)suppliers.
Due to a lower demand for business travel during the year the Average Ticket Pricedropped affecting the earning potential of your Company from the airlines throughProductivity Linked Bonus (PLB).
Further the month of March was almost a complete washout in terms of travel bookingsdrastically impacting booking volumes for the year.
Your Company continues to explore newer areas of revenue generation. Additionallyfocus in the next fiscal will be on cost control and introduction of new age technology toderive better productivity and efficiency.
Your Company handled many prestigious groups and events including the Annual YPOretreat Philips India ITC Levis India
Tata Power Spicejet FICCI FLO Electronica India etc.
It is expected that Domestic MICE will be more resilient with events being conductedwithin the Country. Your Company will continue to focus on the MICE segment and derivereturns from the same.
Your Company continues to offer this service as part of its bouquet of services.Foreign exchange business has seen a dramatic shift in the past few years and technologyhas played an important role in the manner this business is conducted now.
Outbound & Inbound
The journey of Indian outbound travel market spans over two decades. As per independenttravel research from barely 4.42 million departures in the year 2000 over 26.30 millionpeople flew out in 2019. However COVID-19 will impact the outbound market in the nearterm. This presents an opportunity for your Company to leverage its network in thedomestic market and capitalise on the same.
Your Company offers various products and service designed towards the need of thediscerning leisure travellers which include domestic and international holiday packages.
The Indian Rent-a-Car Market continues to be predominantly fragmented and unorganised.
The advent of online aggregators has significantly transformed the retail landscape -driven by significant technology investments lower fares and ease of transaction.
The Corporate Rent-a-Car segment (in which your Company operates) has also been largelyinfluenced by these developments. Map-based Point-to-Point Invoicing Fixed Garage RatesReal-time Invoicing and pressure on fares are some of the evident trends.
Your Company kept pace with these emerging trends and built upon its growth momentumthrough leveraging its Core Promise of reliability safety & hygiene; and by extendingits Customer-facing technology (Disha App) for superior experience and efficiencies in thetransaction cycle.
Your Company's strong double-digit growth trajectory was abruptly impacted in March2020 with the onset of COVID-19. Your Company significantly enhanced its OperatingMargins by nation-wide coverage under the Driver Entrepreneur Program' therebyunlocking value for both the Company & its Chauffeur Partners.
Your Company continued to make sustained investments in Chauffeur Quality &Training by engaging with accredited agencies such as National Skill DevelopmentCouncil' (constituted under Pradhan Mantri's Koushal Vikas Yojana).
Your Company was proudly and notably recognised with the Best Transport Companyof the Year 2019' Award by FICCI.
Your Company is poised to emerge stronger post this pandemic impact as the emphasis onReliability Safety and Hygiene will assume greater significance.
Your Company intends to aggressively explore new vectors of growth into adjacentsegments with customised products and service designs with the vision to be a dominantplayer in the Corporate Mobility Space.
The 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 and together with theStrategy of Organisation' Planning & Review Processes and the Risk ManagementFramework they create a control environment across the Company and provide thecornerstones for Internal Financial Controls with reference to your Company's FinancialStatements.
Your Company's Financial Statements are prepared on the basis of the SignificantAccounting Policies that are carefully selected by management and approved by the AuditCommittee and the Board. These Policies are supported by the Corporate Accounting Systemand Policies that apply to the entity as a whole and are practiced uniformly across theCompany. The Accounting Policies are reviewed and updated from time to time. These in turnare supported by a set of policies and Standard Operating Procedures (SOPs) that have beenestablished for individual businesses. Your Company uses Information Technology Systems asa business enabler and also to maintain its books of accounts. The SOPs in tandem with theInformation Management Policy reinforce the control environment. The whole gamut ofcontrols policies procedures and systems are reviewed by management and audited by theInternal Auditors whose findings and recommendations are reviewed by the Audit Committeeand tracked through to implementation.
Your Company has in place adequate internal financial controls with reference toFinancial Reporting. Such controls have been assessed during the year taking intoconsideration the essential components of internal controls stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India. Based on the results of this assessment carried out bymanagement no reportable material weakness or significant deficiencies in the design oroperation of internal financial controls were observed. Nonetheless your Companyrecognises that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.
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 provide thefoundation for your Company's Risk Management Policy that is endorsed by the Board and isaimed at ensuring formulation of appropriate risk management procedures their effectiveimplementation and independent monitoring and reporting by the Internal Auditors.
- 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 an independent and external function carries out risk focused auditsacross all businesses enabling identification of areas where risk management processesmay need to be strengthened. These audits are conducted by M/s Grant Thornton India LLPChartered Accountants (GT) who are the Internal Auditors of the 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 evaluated and that appropriate mitigationsystems have been implemented.
The combination of policies and processes as outlined above adequately address thevarious risks associated with your Company's businesses.
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 provides assurance and comfort on orderly and efficientconduct of operations security of assets prevention and detection of frauds / errorsaccuracy and completeness of accounting records and timely preparation of reliablefinancial 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.
Messers. GT are the Internal Auditors of the Company and have assured the Company thatthey are adequately resourced to deliver high standards of audit assurances. In thecontext of the IT environment of your Company systems and policies relating toInformation Management are periodically reviewed and benchmarked for contemporariness.Compliance with the Information Management policies receives focused attention of theInternal Auditors.
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 mandate.
HUMAN RESOURCE DEVELOPMENT
Your Company firmly believes that employees are the vital and most valuable assets andhence has created a favourable work environment that encourages innovation andmeritocracy. Your Company continues to innovate in the way human resources are managed anddeveloped striking a balance between business needs & individual aspirations.
Your Company reflected its commitment towards listening and capturing the Voiceof Employees' by participating for a second successive year in the Great Places toWork' survey thereby enabling sharper focus on sustainable and impactful peopleinterventions.
Your Company's Human Resource & Remuneration practices continued to evolve to layemphasis on meritocracy and performance with Variable Performance Pay linked to Business
Outcomes. Your Company is committed in its endeavour towards achieving sustainableorganisational performance. The Company provides a safe secure inclusive and a genderfriendly workplace. The Company has put in place Grievance Redressal Procedures andadopted a Policy on Sexual Harassment as per the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthere under. The Company has an Internal Complaints Committee to ensure that grievances inthis regard if any are effectively addressed. During the year under review no complaintrelating to sexual harassment has been received. In these unprecedented times of thepandemic your Company has placed Employee well-being and the safety as its primaryobjective. All employees continue to Work from Home'. Your Company has ensured dueadherence to - Sanitization Hygiene Amenities Social Distancing & all otherguidelines prescribed by the Central Government and the respective State Governments.
The Company's Whistleblower Policy encourages Directors and employees to bring to theCompany's attention instances of unethical behaviour actual or suspected incidents offraud actual or suspected instances of leak of unpublished price sensitive information orviolation of the ITHL Code of Conduct 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 the 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 during the year. The Whistleblower Policy isavailable on the Company's website www.internationaltravelhouse.in'.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company's CSR Policy outlines programmes and projects falling within the purviewof Schedule VII and Section 135 of the Companies Act 2013 (the Act') and theCompanies (Corporate Social Responsibility Policy) Rules 2014.
For the financial year 2019-20 the requirement of CSR expenditure is not applicable tothe Company as the net profit was less than rupees five crores in the immediatelypreceding financial year. So no contribution was made towards CSR activities. Howeverthe Annual Report on Corporate Social Responsibility Activities as required under Sections134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 and Rule 9 of the Companies (Accounts) Rules 2014 is provided in theAnnexure forming part of this Report.
Your Company has not accepted any deposits from the public / members underSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014 duringthe year.
DIRECTORS Changes in Directors
Mr Homi Phiroze Ranina and Ms Sudha Pillai who have the required integrity expertiseand experience were re-appointed by the Members as Non-Executive Independent Directors ofthe Company with effect from 10th September 2019 for another term of five years underSection 149 of the the Companies Act 2013 (the Act').
The Board of Directors of the Company (the Board') on the recommendation of theNominations & Remuneration Committee (the Committee') at the Meeting held on20th January 2020 appointed Mr Subrahmoneyan Chandra Sekhar who has the requiredintegrity expertise and experience as an Additional Director and subject to theapproval of the Members also as an Independent Director of the Company for a period offive years with effect from 20th January 2020. Your Board recommends his appointment atthe ensuing Annual General Meeting (AGM') of your Company.
On the recommendation of the Committee the Board at the Meeting held on 1st May 2020appointed Mr Bhagwateshwaran Hariharan as an Additional Director and subject to theapproval of the Members also as the Managing Director of the Company for a period ofthree years with effect from1st May 2020 or up to the date of his retirement with ITCLimited whichever is earlier. In accordance with Section 161 of the Act and Article 130of the Articles of Association of your Company Mr Hariharan will vacate office at theensuing AGM and is eligible for appointment as a Director of the Company. Your Boardrecommends his appointment at the ensuing AGM of your Company.
Requisite Notices under Section 160 of the Act have been received from Messrs. Sekharand Hariharan who have filed their consent to act as Directors of the Company ifappointed. Appropriate resolutions seeking your approval to the above are appearing in theNotice convening the Thirty Ninth AGM of your Company.
Mr Anand Nayak stepped down as an Independent Director of the Company with effect from21st November 2019 due to personal reasons. Your Directors would like to record theirappreciation for the services rendered by Mr Nayak.
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 the Company Mr Anil Rajput will retire by rotationat the ensuing AGM of your Company and being eligible offers himself for re-appointment.Your Board recommends his re-appointment.
Number of Board Meetings
During the year ended 31st March 2020 five meetings of the Board were held.
Attributes Qualifications & Independence of Directors and their AppointmentThe Governance Policy of the Company inter alia requires that Non-Executive Directorsincluding Independent Directors be drawn from amongst eminent professionals withexperience in business / finance / law / public administration and enterprises. TheNominations & Remuneration Committee have stipulated the criteria for determiningqualifications positive attributes and independence of Directors including IndependentDirectors. The Board Diversity Policy of the Company requires the Board to have a balanceof skills experience and diversity of perspectives appropriate to the Company. Theskills expertise and competencies of the Directors as identified by the Board along withthose available in the present mix of the Directors of the Company are provided in theReport on Corporate Governance' forming part of the Report and Accounts. TheArticles of Association of the Company provide that the strength of the Board shall not befewer than three nor more than twelve.
Directors are appointed / re-appointed with the approval of the Members. All Directorsother than Independent Directors are liable to retire by rotation unless otherwiseapproved by the Members. One-third of the Directors who are liable to retire by rotationretire every year and are eligible for re-appointment. The Independent Directors of yourCompany have inter alia confirmed that
(a) they meet the criteria of Independence as prescribed under Section 149 of the Actand Regulation 16 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations') and
(b) they are not aware of any circumstance or situation which could impair or impacttheir ability to discharge duties with an objective independent judgement and without anyexternal influence. In the opinion of the Board the Independent Directors fulfil theconditions prescribed under the Act and Listing Regulations and are independent of themanagement of 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 at https://www.internationaltravelhouse.in/remuneration-policy.aspx.There has been no change in the Policy during the year.
The Nominations & Remuneration Committee has approved the Policy on BoardEvaluation Evaluation of Board Committees' functioning and individual Director Evaluationand also specified that such evaluation will be done by the Board. Board performance isassessed against the role and responsibilities of the Board as provided in the Act and theListing Regulations read with the Company's Governance Policy. The parameters for Boardperformance evaluation have been derived from the Board's core role of trusteeship toprotect and enhance shareholder value as well as fulfil expectations of other stakeholdersthrough strategic supervision of the Company. Evaluation of functioning of BoardCommittees is based on discussions amongst Committee members and shared by the respectiveCommittee Chairman with the Board. Individual Directors are evaluated in the context ofthe role played by each Director as a member of the Board at its meetings and in assistingthe Board in realising its role of strategic supervision of the functioning of the Companyin 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 onfunctioning of Board Committees by the respective Committee Chairmen after discussion withthe other Committee Members.
Key Managerial Personnel
During the year the tenure of Mr Ajay Kumar as CEO was completed on 31st March 2020.Your Board on the recommendation of the Nominations & Remuneration Committee extendedhis tenure for one month till 30th April 2020. Accordingly Mr Kumar ceased to be theChief Executive Officer of the Company with effect from close of work on 30th April 2020.
AUDIT COMMITTEE & AUDITORS
The composition of the Audit Committee is provided under the section Board ofDirectors and Committees' in the Report and Accounts.
The Statutory Auditors Messrs. Deloitte Haskins & Sells LLP Chartered Accountants(DHS') were appointed with your approval at the Thirty Sixth AGM to hold suchoffice till the conclusion of the Forty First AGM.
On the recommendation of the Audit Committee the Board recommended for the approval ofthe Members payment of remuneration to DHS for the financial year 2020-21. Appropriateresolution for this purpose is appearing in the Notice convening the Thirty Ninth AGM ofthe Company.
Your Board appointed Messrs. PB & Associates Company Secretaries as theSecretarial Auditors of the Company for the financial year ended 31st March 2020. TheReport of the Secretarial Auditors pursuant to Section 204 of the Act is provided in theAnnexure forming part of this Report.
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.
In the financial year 2018-19 the Company had obtained your approval for entering intomaterial related party transactions with ITC Limited in the ordinary course of businessand on arm's length basis up to an aggregate value of Rs.160 crores during the financialyear 2019-20. The details of material related party transactions of the Company in theprescribed Form No. AOC- 2 are given in the Annexure to this Report.
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 in the preparation of the Annual Accounts the applicable AccountingStandards with proper explanation relating to material departures if any;
b) selected such accounting policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the loss of yourCompany for that period;
c) taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of your Companyand for preventing and detecting fraud and other irregularities;
d) prepared the Annual Accounts on a going concern basis;
e) laid down internal financial controls to be followed by your Company and that suchinternal financial controls were adequate and operating effectively; and
f) devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
Compliance with the conditions of Corporate Governance
The certificate of the Company's Auditors Messrs. Deloitte Haskins & Sells LLPChartered Accountants confirming compliance with the conditions of Corporate Governanceas stipulated under the Listing Regulations is annexed.
Compliance with Secretarial Standards
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.
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
There is no significant or material order passed during the year by any regulatorcourt or tribunal impacting the going concern status of the Company or its futureoperations.
Extract of Annual Return
The information required under Section 134 of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is provided in the Annexure formingpart of this Report.
Particulars of Loans Guarantees or Investments
During the year ended 31st March 2020 the 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 Absorption
Particulars as required under Section 134 of the Act relating to Conservation of Energyand Technology Absorption are provided below: Conservation of Energy: Steps taken onconservation of energy and impact thereof: NIL Steps taken by the Company for utilisingalternate 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 developed and implemented acontemporary in-house application for reservation to invoicing cycle in the transportbusiness. In addition enhancements and upgrades were done to other existing critical ITapplications.
Improved customer service delivery higher availability and optimisation of fulfilmentprocess in addition to ensuring that the IT systems are kept contemporary.
II) In case of imported technology (imported during the last 3 years reckoned from thebeginning 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 the reasonstherefore - NIL
III) Expenditure incurred on research and development - NIL
The total number of employees of the Company as on 31st March 2020 stood at 695.
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 drawnas required under the said Rules are given in the Annexure forming part of this Report.
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 tothe Company and / or its Businesses are intended to identify such forward-lookingstatements. The 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.
Your Directors and employees look forward to the future with confidence and standcommitted to creating an even brighter future for all stakeholders.
| || ||On behalf of the Board |
|Place: New Delhi ||B Hariharan ||J Singh |
|Dated: 6th June 2020 ||Managing Director ||Director |