International Travel House Ltd Directors Report.

Your Directors submit their Report for the financial year ended 31st March, 2019.


As per the World Economic Forum, global growth outlook projected at 3.9% in 2018 and 2019 is expected to slow down. Policy uncertainty, ongoing trade tensions and declining business & consumer confidence are impeding growth prospects. Growth projections for emerging markets and developing economies such as Argentina, Brazil and India are becoming more uneven and have been revised downward amidst rising oil prices, higher yields in the United States and currency pressures.

Indias GDP grew at 7.3% in 2018 and is poised for almost similar growth in 2019 as well. This augurs well for the Indian industry, with the services sector being a key contributor and beneficiary. Inflation was well within the RBIs comfort zone prompting a 50 bps policy rate cut in recent months.

Robust government spending is expected to support growth. However, the falling rupee, worsening current account deficit and stress in the banking sector have raised questions about the sustainability of the economic growth.

The travel and tourism industry contributed to 10.4% of the global GDP in 2017 and by 2028, it is projected to support 400 million jobs globally.This means that the industry will contribute to 25% of the global job creation, while India alone will add around 10 million jobs in the travel and tourism sector by 2028.

The World Travel and Tourism Council calculated that tourism generated 16.91 lakh crore (US $240 billion) or 9.2% of Indias GDP in 2018 and supported 42.673 million jobs, 8.1% of its total employment.

Rising middle class and increasing disposable incomes are the key drivers for the growth in tourism - both domestic and outbound.


Your Company recorded revenue from operations of 20,814.21 lakhs (previous year 20,434.51 lakhs) registering a 1.86% growth over the last year. However, pre-tax profits at 424.90 lakhs and post-tax profits at 267.97 lakhs registered de-growth over the last year. This was mainly due to higher expenses to support the future growth endeavours of the Company.

During the financial year 2018-19, your Company earned 956.50 lakhs (previous year 2,037.49 lakhs) in foreign exchange from its Travel, Tours and Car Rental Services. Your Companys expenditure in foreign currency amounted to 46.48 lakhs (previous year 45.24 lakhs).


The financial results of your Company, summarised, are as under:

For the year ended 31st March, 2019 For the year ended 31st March, 2018
(Rs. in Lakhs) (Rs. in Lakhs)
a. Profit Before Tax 424.90 1,151.14
b. Tax Expense
Current Tax 242.50 559.63
Deferred Tax (85.57) (103.89)
c. Profit for the year 267.97 695.40
d. Other Comprehensive Income (70.33) (93.35)
e. Total Comprehensive Income 197.64 602.05
Statement of Retained Earnings
a. At the beginning of the year 12,713.16 12,520.05
b. Add: Profit for the year 267.97 695.40
c. Add: Other Comprehensive Income (70.33) (93.35)
d. Less: Dividend paid including Income
Tax on Dividend paid 409.61 408.94
e. At the end of the year 12,501.19 12,713.16

Your Directors are pleased to recommend a dividend of 2.50 per Equity Share (Previous Year 4.25) of 10/- each for the year ended 31st March, 2019.

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 Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Financial Ratio 2018-19 2017-18 Change % Reason for change
Net Profit Margin 1.35% 3.50% (61.43%) Lower margins due to higher expenses and marginal growth in revenue from operations.
Return on Net Worth 1.66% 4.24% (60.85%)


Air Travel

According to Global Business Travel Association (GBTA), b usiness t ravel spends in Ind ia stood at USD 37 billion in 2017 and is expected to reach USD 46 billion in 2019 with a projected annual growth rate of 11.5%, making India one of the worlds fastest growing business travel market. While India is the 7th largest business travel market globally, it is projected to be amongst the top 5 travel markets by 2022.

Out of the total business travel market in India, USD 7 billion comes from flights and hotels of corporate SMEs. Online bookings are estimated to account for around 40% to 50% of the total transactions by 2020.

According to DGCA, the Indian aviation sector grew by 18.6% between January and December 2018, against the same period last year, carrying almost 13.90 crore passengers.

Domestic Average Ticket Price (ATP) continued to see a decline till September 2018 due to excess capacity. From October 2018 onwards, it has maintained an upward trajectory owing to supply issues and maintenance work at various airports across the country.

Aviation industry in India is experiencing turbulence with many domestic airlines in financial crisis and posting quarterly losses. This has resulted in a pull-back of volume linked financial incentives paid to Travel Management Companies (TMCs).

Business travel market is witnessing serious competition from the online players and with continued consolidation, inventory distribution strategy of Airlines on Global Distribution System is undergoing structural changes. This has and will continue to affect a major earning stream for TMCs in the coming years. Your Company will continue to adopt strategies to mitigate the effects by focusing on other revenue streams.

Your Company saw a marginal decline in overall volumes in the last fiscal due to unexpected loss of large customers and aggressive expansion by Online Travel Agencies into the corporate travel business. While your Company was able to improve revenues from business travel operations, margins were impacted due to increase in expenses.

One of the key drivers in the next fiscal will be to improve the technology that your Company uses to service clients. This is expected to also enhance productivity and improve customer experience.

Car Rental Business

A highly disorganised Indian car rental market has been rapidly transformed by online aggregators & new entrants in this segment driven by significant technology investments, lower fares, wider reach, investor funding and ease of transaction. Inspite of stiff competition, your Company was able to revive growth momentum in its business, riding on its core brand values of superior product & chauffeur quality, consistent service delivery and high levels of safety. Your Company boasts of an enviable blue-chip client base contributing to significant proportion of our revenues.

Your Company also focused on margin-enhancement initiatives in the areas of car asset mix and sourcing models, which translated to notable improvement in yields during the year. Your Company developed & launched a contemporary technology platform enabling superior customer experience & efficiencies in the transaction cycle. The platform boasts of a unique value proposition for augmented safety & security of lady travellers.

Your Company continued to invest in its core strengths of quality, reliability & safety by undertaking a ‘Master Trainer model for further certifying a base of 1000+ chauffeurs across the country.

Your Company will also be exploring new vectors of growth in 2019-20 into adjacent segments with customised product and service design.


Meetings, Incentives, Conventions & Exhibition, which is an important part of corporate and leisure travel, is witnessing a strong CAGR of 7.5% till 2023.

Your Company handled several prestigious domestic MICE events including repeat business for Bauma Conexpro, Electronica India, TATA Leadership Meet etc.

Your Company also executed many outbound groups for companies like Ambuja Cements Limited, ACC Limited, Philips Electronics India Limited ITC Limited, Pernod Ricard India Private Limited etc. We continue to build a robust pipeline for the next fiscal with focus on achieving acceptable margins in an intensely competitive travel industry segment.


Your Company continues to offer foreign exchange services as part of its overall bouquet of services to the corporate and individual travellers. The traditional travel forex offerings are being replaced by card payment platforms and new distribution channels.

Your Company is exploring contemporary servicing models for this business line.

Outbound & Inbound Business

India is now one of the fastest growing outbound tourism markets in the world. The United Nations World Tourism Organisation estimates that India will account for approximately 50 million outbound tourists by 2020. During 2018, foreign tourist arrivals (FTAs) in India stood at 10.56 million, achieving a growth rate of over 5% year-on-year.

Your Company realises the potential of this segment and is offering various products covering Leisure Packages, Bespoke Holidays (Infinity), Holiday On Wheels and much more. Your Company handled more than 1500 individual visitors to international destinations during the current financial year. This will be an area of focus for growth in the coming fiscal.


The Company does not have any subsidiary, associate or joint venture.


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 the 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 and together with the ‘Strategy of Organisation, Planning & Review Processes and the Risk Management Framework, they create a control environment across the Company 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 System and Policies that apply to the entity as a whole and are practiced uniformly across the 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 Audit whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company has in place adequate internal financial controls with reference to Financial Reporting. 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 the 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.


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 provide the foundation for your Companys Risk Management Policy that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

- 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.

- The Corporate Internal Audit is an independent function and carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened. 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, 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.


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 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.

The Internal Audit function consisting of an in-house team and outsourced professional firms, is 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 Audit team.

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 mandate.


Your Company firmly believes that employees are the vital and most valuable assets and hence has created a favourable work environment that encourages innovation and meritocracy. Your Company continues to innovate in the way human resources are managed and developed, striking a balance between business needs and individual aspirations.

Your Companys Human Resource policies and procedures continue to evolve to stay ahead with the dynamic business environment and have enhanced organisational ability to remain compliant with the changing regulatory requirements.

Your Company is committed to achieving sustainable organisational performance as an overarching goal.

The Company provides a safe, secure, inclusive and 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company has an Internal Complaints Committee to ensure that grievances in this regard, if any, are effectively addressed. During the year under review, no complaint relating to sexual harassment has been received.


The Companys Whistleblower Policy encourages Directors and employees to bring to the Companys attention instances of unethical behaviour, actual or suspected incidents of fraud, actual or suspected instances of leak of unpublished price sensitive information or violation of the ITHL Code of Conduct 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 the Companys Policy to ensure that no employee 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 has been denied access to the Committee. The Whistleblower Policy is available on the Companys website at whistleblower-policy.aspx.


Your Companys CSR policy outlines programmes and projects falling within the purview of Schedule VII and Section 135 of Companies Act, 2013 (‘the Act) and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on Corporate Social Responsibility 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 the Annexure forming part of this Report.


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.


Changes in Directors

Mr Anand Nayak was appointed by the Members as Non-Executive Independent Director of the Company with effect from 30th July, 2018 under Section 149 of the Act.

The Board of Directors of the Company (‘the Board) at the meeting held on 1st November, 2018, on the recommendation of the Nominations & Remuneration Committee, appointed Mr Pradeep Vasant Dhobale as an Additional 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 1st November, 2018. Your Board recommends his appointment at the ensuing Annual General Meeting (‘AGM).

Mr K L Thapar stepped down as an Independent Director of the Company with effect from 14th November, 2018, keeping in view his growing age.Your Directors would like to record their appreciation for the services rendered by Mr Thapar.

Mr H P Ranina and Ms Sudha Pillai will complete their present term as Independent Directors on 9th September, 2019. The Board at the meeting held on 15th April, 2019, on the recommendation of the Nominations & Remuneration Committee, recommended for the approval of the Members, their re-appointment as Independent Directors of the Company for a period of five years with effect from 10th September, 2019.

Appropriate resolutions seeking your approval to the aforesaid appointments are appearing in the Notice convening the Thirty Eighth 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 the Company, Mr Jagdish Singh 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, 2019, five meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

As reported last year, the Nominations & Remuneration Committee had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules thereunder, both in respect of Independent Directors and other Directors, as applicable. The Governance Policy of the Company also, inter alia, 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 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, 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. 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 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 2015), 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. Further, in the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Listing Regulations 2015 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 at https://www. There has been no change in the Policy during the year.

Board Evaluation

The Nominations & Remuneration Committee has approved 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. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations

2015 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 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 realising 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 functioning of Board Committees by the respective Committee Chairmen.

Key Managerial Personnel

During the year, there was no change in the Key Managerial Personnel of your Company.


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), were appointed with your approval at the Thirty Sixth AGM to hold such office till the conclusion of the Forty First AGM.

On the recommendation of the Audit Committee, the Board recommended for the approval of the Members, payment of remuneration of DHS for the financial year 2019-20. Appropriate resolution for this purpose is appearing in the Notice convening the Thirty Eighth AGM of the Company.

Secretarial Auditors

Your Board appointed Messrs. PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2019. Their Report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.


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 2015. 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.

During the year, the Company obtained your approval for entering into material related party transactions with ITC Limited in the ordinary course of business and on arms length basis up to an aggregate value of 120 crores. The details of material related party transactions of the Company in the prescribed Form No. AOC-2, are given in the Annexure to this Report.

Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companys website at party-transactions.aspx.


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 profit 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.


Compliance with the conditions of Corporate Governance

The certificate of the Statutory Auditors, Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations 2015, is annexed.

Compliance with Secretarial Standards

The Company is 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 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

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is annexed.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2019, the 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 has set up a 24x7 Contact Centre solution at its Gurugram Corporate office with state-of-the-art technology from technology leaders and with enhanced features like skill set based call directing, IVR capabilities, call quality management facilitating tools, etc.

The Companys website has also been re-done with updated content and responsive interface, making it visually attractive with nimble design and a contemporary look and feel. The new website is supported by a contemporary Content Management System.


Improved customer service delivery, integrity, higher availability and optimisation of fulfilment process.

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 therefor- NIL

III) Expenditure incurred on research and development - NIL Employees

The total number of employees of the Company as on 31st March, 2019 stood at 675.

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, as required under the said Rule, 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 to the Company and / or its Businesses are intended to identify such forward-looking statements. The 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.


Your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all the stakeholders.

On behalf of the Board
Place : New Delhi A Rajput J Singh
Date : 15th April, 2019 Director Director