international travel house ltd share price Directors 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 impacted the travel, tourism, aviation and hospitality industry. The financial year 2020-21 was deeply impacted by the brunt of COVID-19 pandemic. According to International Monetary Fund, the global economy in 2020 was in deep recession and shrunk by 4.4%. Indias Gross Domestic Product contracted by a whopping 23.9% in the first quarter of financial year 2020-21 and 7.3% for the complete year.

International travel in 2020 was effectively cut to zero, with international commercial flights between countries banned post mid-March 2020. While global business travel exceeded $1.4 trillion in 2019, it dropped by more than 50% in 2020 to $ 694 billion. The Indian economy also saw similar trends during the last financial year in its travel and tourism industry. Before the pandemic, it was estimated that travel and tourism will contribute US$ 270 billion to Indias GDP in 2020. However, during calender year 2020, Foreign Tourist Arrivals decreased by more than 70% vis-a-vis calender year 2019. During the year under review, international and domestic air passenger traffic de-grew by 85% and 65% respectively, and collectively Indian airlines are expected to post losses of nearly INR 25,000 crores. Domestic business travel was further compressed due to virtual meetings and structural shift to ‘Work from Home. While the third and fourth quarters for FY 2020-21 showed some signs of recovery, the COVID cases surged back towards the end of the fourth quarter, bringing business to a standstill with fresh restrictions being imposed on movement and travel. The industry is expected to bounce back, once the impact of the pandemic is subdued. Indias travel and tourism industry has huge growth potential. The industry is also looking forward to expansion of the e-Visa scheme, which is expected to double tourist inflows in India. Our country is the most digitally advanced traveller nation in terms of digital tools being used for planning, booking, and experiencing a journey. Indias rising middle class and increasing disposable income is expected to be a boon for the future growth of domestic and outbound tourism. The path to recovery is predicted to be long and arduous. The transport business, comprising mainly of executive car 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 Rs 5,938.85 lakhs (previous year Rs 20,916.10 lakhs). Post-tax losses stood at Rs 4,506.50 lakhs due to the impact of the pandemic. Your Company earned Rs 73.57 lakhs (previous year Rs 838.88 lakhs) in foreign exchange during the year under review from its Travel, Tours and Car Rental Services. Your Companys expenditure in foreign currency during the year amounted 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	(4,506.50)	(841.13)
b. Tax Expense
Current Tax	-	(18.76)
Deferred Tax	-	(81.29)
c. Profit / (Loss) for the year	(4,506.50)	(741.08)
d. Other Comprehensive Income	5.23	(157.92)
e. Total Comprehensive Income	(4,501.27)	(899.00)
statement of Retained earnings
a. At the beginning of the year	11,361.25	12,501.19
b. Add: Profit / (Loss) for the year	(4,506.50)	(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	6,859.98	11,361.25

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

There has been no change in the nature of business of your Company during the year under 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 light unforeseen risks to business continuity. Your Company swiftly adopted new tech-enabled channels to communicate safety advisories, enhance employee connect and keep the employee morale high. Your Company mobilised infrastructure to support remote working and facilitating employees with the necessary hardware, software & equipment to work safely and effectively from home. No material changes and commitments have occurred after the closure of the year under review till the date of this Report, except impact of second wave 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 the COVID-19 pandemic. They also opine that losses will go down in 2021 and are expected to reach the pre-pandemic levels by early 2024.

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

International travel, which forms the bulk of our Gross Transaction Value (GTV), got restricted to ‘Travel Bubbles formed by the Government of India with other countries under 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 and holiday travel.

During this pandemic time, your Company helped corporates facilitate repatriation of their employees from different countries back to India. New account acquisition activity was pursued rigorously and we saw a good number of accounts getting signed up, which will contribute significantly once travel opens up. Due to restrictions on travel in domestic and especially in international sectors, the Average Ticket Price (ATP) saw a steep decline.

Your Company has taken a number of steps related to cost control, selecting a robust booking technology system and further centralisation of processes to make itself into a lean 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 continued to work from home. Digital meetings on Zoom and other platforms became the order of the day.

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

Forex

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

outbound & Inbound

Your Company capitalised on the ‘revenge holiday phenomenon that the country witnessed when restrictions eased during the third and fourth quarter of the financial year 2020-21.

Your Company collaborated with ITC group of hotels and formulated ‘Safe Drivable Getaways, with the assurance of safety and hygiene, along with the option of using the Companys ‘Safe Car.

Various event specific packages mainly Honeymoon, New Year Getaways etc. were rolled out. 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 to reach 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 a dominant player in the market - vide its Core Promise of Quality & Safety, Contemporary Technology (‘Disha Chauffeur app), a strong supply-chain through its ‘Driver Entrepreneur Program, & a growing Customer base of elite Blue-Chip MNCs. 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 an accentuated trough in the Travel & Tourism sector. Globally, the pandemic resulted in company rating downgrades, market volatility and loss of share value for leading global entities such as Hertz, Avis, Europcar, Uber and Lyft, with eventually Hertz filing for bankruptcy. The Indian car-rental market also saw several players ceasing operations, and disposing off assets & car inventory for generating cash flows. With reduced Business Travel and emerging acceptance of ‘Work from Home models, demand for car-rentals tapered down during the year. Rising fuel prices in developing countries further dampened revival.

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

Aided by the above actions, your Company ensured faster revival levels vis-?-vis the industry (pre-covid %) by the second half of the year. At an operating level, the Transport 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 abruptly impacted this revival trajectory. However, your Company is poised to emerge stronger post this pandemic impact, as the emphasis on Reliability, Safety and Hygiene will assume greater significance.

SUBSIDIARIES,ASSOCIATESAND 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 clearly defined roles, responsibilities and authorities across the three levels of the governance structure. Your Company also has a Code of Conduct which requires management to conform to the required financial and accounting policies, systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. These policies have been widely communicated across the organisation at all levels and provide the cornerstones for Internal Financial Controls with reference to your Companys Financial Statements.

Your Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by the management and approved by the Audit Committee and the Board. These Policies are supported by the Corporate Accounting, and System Policies that apply to the entity as a whole and are practiced uniformly across your Company. The Accounting Policies are reviewed and updated from time to time. These in turn are supported by a set of policies and Standard Operating Procedures (SOPs) that have been established for individual businesses. Your Company uses Information Technology Systems as a business enabler and also to maintain its books of accounts. The SOPs in tandem with the Information Management Policy reinforce the control environment. The whole gamut of controls, policies, procedures and systems are reviewed by the management and audited by the Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation. Your Company has in place adequate internal financial controls with reference to Financial Reporting. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; and ensuring that transactions are carried out with proper authorisation. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of this assessment carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed. Nonetheless your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit 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 risk management. Backed by strong internal control systems, the current Risk Management framework consists of the following key elements:

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

- A combination of centrally issued policies and procedures, which are regularly reviewed and updated in the light of changing business and regulatory environment, bring robustness to the process of ensuring that business risks are effectively addressed.

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

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

- A framework of strategic planning and performance management ensures realisation of business objectives based on effective strategy implementation. The annual planning exercise requires identification of top risks and sets out a mitigation plan with agreed timelines and accountability. Businesses are required to confirm periodically that all relevant risks have been identified, assessed and evaluated, and that appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above adequately address the various risks associated with your Companys businesses. The COVID-19 pandemic has triggered new risks in business operations. Your Company took adequate steps to mitigate the 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 of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that, interalia, provides assurance and comfort on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Your Companys independent and robust Internal Audit processes provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

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

The onset of COVID-19 pandemic and consequent lockdowns & restrictions imposed to curb its spread, made the conduct of physical audits extremely difficult. Under such challenging circumstances and considering the safety and well-being of employees, your Company adopted a ‘remote audit approach by leveraging technology to ensure continuity in audit and assurance processes.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee included reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of Internal Audit findings, including those relating to strengthening of your Companys risk management systems and discharge of statutory mandates.

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

HUMAN RESOURCE DEVELOPMENT

Your Company strongly believes in the premise of placing people first in all its business decisions / imperatives. This belief was amplified in a crisis situation with empathy 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 all employees. Your Company formed a Covid Task Force to channelize support where concentrated efforts are required to help our associates impacted due to the pandemic. Your Company has also facilitated emergency support in partnership with ITC Corporate group - such as access to dedicated covid care centres, hospitalization, and provision of exigent medical equipments & medicines.

To ensure "Personal Connect" and rush assistance, the HR team along with SPOCs of Covid Task Force are proactively enquiring about the well-being of employees and their family. The task force also endeavours to facilitate convenient access to vaccine for associates; enables extension of paid sick time to employees experiencing symptoms of, seeking testing or treatment for, or recovering from COVID-19. Consistent and clear communication about health risks and preventive measures have been shared to create awareness and mitigate risks.

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

Your Company continues to provide a safe, secure, inclusive and a gender friendly workplace. The Company has put in place Grievance Redressal Procedures and adopted a Policy on Sexual Harassment as per the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company has undertaken a people scope online training program geared towards employee awareness on POSH. The Company has Internal Committees to ensure that adequate preventive measures are taken and grievances in this regard, if any, are effectively addressed. During the year under review, no complaint relating to sexual harassment was received.

WHISTLEBLOWER POLICY

Your Companys Whistleblower Policy encourages Directors and employees to bring to the Companys attention, instances of illegal or unethical behaviour, actual or suspected incidents of fraud, violation of ITHL Code of Conduct or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact the Companys operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is your Companys Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee was denied access to the Committee. The Whistleblower Policy is available on the Companys website at https://www.internationaltravelhouse.in/ whistleblower-policy.aspx.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Companys CSR Policy outlines programmes and projects falling within the purview of Schedule VII and Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

Deposits

Your Company has not accepted any deposits from the public / members under Section 73 of 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 your approval, as the Managing Director of your Company for a period of three years with effect from 1st May, 2020, or upto the date of his retirement with ITC Limited, whichever is earlier.

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

The Board of Directors of your Company (‘the Board), on the recommendation of the Nominations & Remuneration Committee (‘the Committee), at the Meeting held on 29th June, 2021, appointed Ms. Vrinda Sarup, who has the required integrity, expertise and experience, as a Director, and subject to the approval of the Members, also as an Independent Director of the Company for a period of five years with effect from 29th June, 2021. 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 has filed her consent to act as a Director of the Company. Appropriate resolution seeking your approval to the above is appearing in the Notice convening the Fortieth Annual General Meeting (‘AGM) of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Articles 143 and 144 of the Articles of Association of your Company, Mr. Nakul Anand will retire by rotation at 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, 2021, six meetings of the Board were held, details whereof are given in ‘Report on Corporate Governance forming part of the Report and Accounts.

Attributes, Qualifications & Independence of Directors and their Appointment The Governance Policy of your Company, interalia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration and enterprises. The Nominations & Remuneration Committee have stipulated the criteria for determining qualifications, positive attributes and independence of Directors. The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance forming part of the Report and Accounts. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve. Directors are appointed / re-appointed with the approval of the Members for a period of three to five years or a shorter duration, as may be determined by the Board from time to time. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members.

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

The Independent Directors of your Company have, inter alia, confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), and (b) they are not aware of any circumstance or situation which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Act and the Listing Regulations and are independent of the management of the Company.

The Companys Policy on remuneration of Directors, Key Managerial Personnel and other employees, 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, formulated the Policy on Board evaluation, evaluation of Board Committees functioning and individual Director evaluation, and also specified that such evaluation will be done by the Board pursuant to the Act and the Rules thereunder and the Listing Regulations. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations read with the Companys Governance Policy. The parameters for Board performance evaluation have been derived from the Boards core role of trusteeship to protect and enhance shareholder value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on the functioning of Board Committees by the respective Committee Chairmen after discussion with the other Committee Members. The Independent Directors also reviewed the performance of the Chairman, other non-Independent Directors and the Board, pursuant to Schedule IV to the 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 Company with effect from close of work on 30th April, 2020. Mr. B Hariharan was appointed as Managing Director with effect from 1st May, 2020. Further, Ms. Janaki Aggarwal resigned as the 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 the Meeting held on 14th July, 2020, appointed Mr. Vivek Kumar as the Company Secretary of the Company with effect from 15th July, 2020, in terms of the provisions of Section 203 of the Act. Mr. Kumar resigned as the Company Secretary of the Company with effect from close of work on 3rd May, 2021.

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

Mr. Savio Sequeira stepped down as the Chief Financial Officer of your Company with effect from close of work on 31st August, 2020. The Board, on the recommendation of the Audit Committee and the Nominations & Remuneration Committee, appointed Mr. Mohit Aggarwal as the Chief Financial Officer of your Company with effect from 1st September, 2020

Audit Committee & Auditors

The composition of the Audit Committee is provided under the section ‘Board of Directors 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 at the Thirty Sixth AGM to hold such office till the conclusion of the Forty First AGM. DHS have submitted their Report on the Financial Statements of the Company for the financial year 2020-21 which forms part of this Report. They have issued an unmodified audit opinion.

On the recommendation of the Audit Committee, the Board has recommended for the approval 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 Fortieth AGM of the Company.

SECRETARIAL AUDITORS

Your Board appointed Messrs. PB & Associates, Practicing Company Secretaries, as the 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 Annexure 2 forming part of this Report. There are no qualifications, observations or other adverse remarks in the said Report.

RELATED PARTYTRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements were entered in the ordinary course of business and on arms length basis, and have been approved by the Audit Committee.

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

Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companys 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 Accounting Standards with proper explanation relating to material departures, if any; b) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of your Company for that period; c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and 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 such internal financial controls were adequate and operating effectively; and f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER INFORMATION COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

The certificate from your Companys Auditors, Messrs. Deloitte Haskins&SellsLLP,CharteredAccountants,confirmingcompliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed as Annexure 3 to the Report.

compliance with secretarial standards

The Company is materially in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government 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 Act read 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 any regulator, court or tribunal impacting the going concern status of your Company or its future operations.

Annual Return

The Annual Return of your Company is available on the website of the Company at https://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 or guarantee 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 Energy and 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 a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

Your Company facilitated work from home to continue functioning during the COVID-19 pandemic and made all possible efforts to reduce IT costs. The Companys website was migrated to a contemporary cloud platform. In addition, enhancements and upgrades were done 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 from the 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 the reasons 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 Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the details of top ten employees of the Company in terms of remuneration drawn during the year under review, as required under the said Rule, are given in the Annexure 4 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 to your Company and / or its Businesses are intended to identify such forward-looking statements. Your Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the Financial Statements included herein and the Notes thereto.

conclusion

Your Company continues to monitor and respond with agility to the evolving situation while managing the uncertainties in the business environment. Your Directors and employees look forward to the future with a positive attitude and stand committed to deliver their best 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