Mar 31, 2024
Your directors have pleasure in presenting the 16th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of Accounts of your Company for the Year ended 31st March, 2024.
I n compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2023-24. The standalone and consolidated financial highlights of the Company''s operations are as follows:
('' Million)
|
Particulars |
Standalone |
Consolidated |
||
|
2024 |
2023 |
2024 |
2023 |
|
|
Revenue from Operations |
4,815.25 |
4,298.29 |
5,905.76 |
4,488.26 |
|
Other Income |
179.91 |
159.62 |
185.05 |
153.72 |
|
Total Income |
4,995.16 |
4,457.91 |
6,090.81 |
4,641.98 |
|
Total Expenses |
2,669.03 |
2,485.22 |
3,940.18 |
2,792.60 |
|
Profit/(Loss) before tax |
2,326.13 |
1,972.69 |
2,150.63 |
1,849.38 |
|
Exceptional Items |
724.31 |
- |
724.31 |
- |
|
Total Tax Expense |
409.86 |
504.47 |
391.66 |
508.35 |
|
Net profit after tax before exceptional items (net of tax) |
1,733.97 |
1,468.22 |
1,576.67 |
1,341.03 |
|
ProFit/(Loss) for the year |
1,191.96 |
1,468.22 |
1,034.66 |
1,341.03 |
|
Other comprehensive income/(loss) for the year, net of tax |
1.48 |
2.44 |
(2.96) |
(0.73) |
|
Total comprehensive Income of the year, net of tax |
1,193.44 |
1,470.66 |
1,031.70 |
1,340.30 |
|
Total comprehensive income/(loss) for the year attributable to: |
- |
- |
||
|
Equity holders of the parent company |
1,193.44 |
1,470.66 |
1,028.09 |
1,341.25 |
|
Non-controlling interests |
- |
- |
3.61 |
(0.95) |
During the year under review, your Company has achieved a Standalone Revenue from operations of '' 4815.25 million as against '' 4,298.29 million in the previous year. Profit before tax is '' 2326.13 million as against '' 1,972.69 million for the previous year. Total comprehensive income of the year is '' 1,193.44 million as against '' 1,470.66 million for the previous year.
During the year under review, your Company has achieved a Consolidate Revenue from operations of '' 5,905.76 million as against '' 4,488.26 million in the previous year. Profit before tax is '' 2,150.63 million as against '' 1,849.38 million for the previous year. Total comprehensive income attributable to equity holders of the parent of the year is '' 1,028.09 million as against '' 1,341.25 million for the previous year.
EaseMyTrip commenced operations in 2008 through B2B2C (business to business to customer) distribution
channel by providing travel agents access to domestic airline tickets through their online portal. In 2011, EaseMyTrip expanded their operations in the B2C (business to customer) distribution channel to cater to the growing Indian middle class population''s travel requirements. Soon in 2013, EaseMyTrip commenced operations in the B2E (business to enterprise) distribution channel as well with the aim of providing end-to-end travel solutions to corporates. Their presence in 3 distinct distribution channels provides them with a diversified customer base and wide distribution network.
As of March 31, 2024, the Company provided customers with access to more than 400 international
and domestic airlines, more than 2.63 million hotels in India and international jurisdictions, almost all the
railway stations in India as well as bus tickets and taxi rentals for major cities in India. Further, EaseMyTrip also had the largest network of travel agents with 67,000 registered travel agents across almost all major cities in
India as of March 31, 2024.
During the financial year, the Company has transferred Nil (no share option outstanding) from Share Option Outstanding Account to General Reserve.
The total General Reserve stands at '' 3,146.27 million on standalone basis whereas '' 2,817.17 million on consolidated basis.
There has been no change in the nature of the business of the Company. Your Company continues to be in the business of Travel and Travel related services and is exploring business opportunities in Hospitality, Aviation
and Insurance Broking Sector.
As on March 31, 2024, the authorised share capital of the Company is '' 250,00,00,000/- comprising of
250,00,00,000 equity shares of face value of '' 1/- each and the paid-up equity share capital as at March 31, 2024 is '' 1,77,20,40,618 comprising of 1,77,20,40,618 equity shares of face value of '' 1/- each.
During FY 2023-24, the Company had increased the Authorised Share Capital of the Company from '' 200,00,00,000/- (Rupees Two Hundred Crore only) divided into 200,00,00,000 (Two Hundred Crores) Equity Shares of '' 1/- (Rupees One only) each to '' 250,00,00,000/- (Rupees Two Hundred Fifty Crores only) divided into 250,00,00,000 (Two Hundred Fifty Crore) Equity Shares of '' 1/- (Rupees One only) each vide members approval dated March 07, 2024 passed through Postal Ballot.
During the year under review, the Company has issued 3,37,20,618 equity share of Re. 1/- each on preferential basis as approved by the members by way of Special Resolution passed through postal ballot on September 06, 2023 and allotted the said shares vide Board resolution dated 27th September, 2023.
Accordingly, during the year, the paid-up share capital of the Company stands increased to '' 1,77,20,40,618/-(Rupees one hundred seventy seven crores and twenty lakh forty thousand six hundred and eighteen only) having 1,77,20,40,618 equity shares of Re. 1/- each.
During the Year under review the Company has not
issued any bonus shares.
The Company has neither issued equity shares with differential rights as to dividend, voting or otherwise
nor issued sweat equity shares during the financial year under review.
During the Year under review, the Company has declared interim Dividend vide Board Resolution dated December 11, 2023 at the rate of 10% on the Equity
Share Capital of the Company (i.e. '' 0.10/- per equity share of '' 1/- each), amounting to '' 17,72,04,062/-(Rupees Seventeen Crore Seventy-Two Lakhs Four Thousand and Sixty-Two Only)
The dividend distribution policy of the Company can be
accessed at httDs://www.easemvtriD.com/investor-Ddf/ Policv-for-Dividend-Distribution.Ddf
During the year under review, the Company has not issued ESOP. Further, the Company in compliance with
the provisions of Section 62 (1) (b) of the Companies
Act, 2013, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable provisions, if any. The Company had approved the Easy Trip Planners - Employees Stock Option Plan 2022 in the Annual General Meeting of the Company vide members Special Resolution dated August 30, 2022 which was further extended vide shareholders special resolution dated September 06, 2023 passed through Postal Ballot.
During the year under review, the members through
Special Resolution dated March 07, 2024 passed through postal ballot, approved the raising of further capital of upto '' 1,000/- Crores (Rupees One Thousand Crores) by way of offer, issue and allotment of such number of Equity Shares, non-convertible debt instruments along with warrants and convertible securities other than warrants ("Securities") through qualified institutions placement, in accordance with provisions of the applicable Laws.
As on the date of this report, the Company has its Equity Shares listed on the following Stock Exchanges:
i. BSE Limited; and
ii. The National Stock Exchange of India Limited.
The listing fees for the financial year under review has been paid to the Stock Exchanges where the equity
shares of the Company are listed.
(a) Consolidated Financial Statements
During the year, the Board of Directors reviewed
the affairs of the subsidiaries. The Consolidated financial statements of your Company for the Financial Year 2023-24, have been prepared in accordance with the Act and applicable Indian Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements is presented in a separate section in this Annual Report.
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient
features of financial statements, performance and financial position of each subsidiary is given in Form AOC- 1 as Annexure A to this Report. Pursuant to the provisions of Section 136 of the Act, the standalone audited financial statements, consolidated audited financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries are available on the website of the Company (www.easemvtriD.com).
During the year under review, the company has acquired the following subsidiary companies in
India namely:
⢠Glegoo Innovations Private Limited ("Glegoo")
(w.e.f. June 06, 2023)
⢠Dook Travels Private Limited ("Dook") (w.e.f. September 27, 2023)
⢠Tripshope Travel Technologies Private Limited ("Tripshope") (w.e.f. September 27, 2023)
⢠Guideline Travels Holidays India Private Limited ("Guideline") (w.e.f. September 27, 2023)
Further, the company has incorporated following
subsidiary company in India namely:
⢠EaseMyTrip Insurance Broker Private Limited
(w.e.f. January 05, 2024).
No company ceased to be the subsidiary, during the year under review.
As on March 31, 2024, the Company has 16 subsidiaries within the meaning of Sections 2(87)
of the Companies Act, 2013 ("Act") and has no Joint Venture and Associate Company. Further, the Company does not have any material subsidiary.
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
During the year 2023-24, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed/ unpaid matured deposit or interest due thereon.
As on 31st March, 2024, following Directors and KMPs are acting on the Board of Company:
|
Sr. No. |
Name of the Directors |
DIN/PAN |
Designation |
|
1 |
Mr. Nishant Pitti |
02172265 |
Chief Executive Officer & Whole Time Director |
|
2 |
Mr. Prashant Pitti |
02334082 |
Managing Director |
|
3 |
Mr. Rikant Pittie |
03136369 |
Whole Time Director |
|
4 |
Mr. Satya Prakash |
08489173 |
Independent Director |
|
5 |
Justice Usha Mehra (Retired) |
03361078 |
Independent Director |
|
6 |
Mr. Vinod Kumar Tripathi |
00798632 |
Independent Director |
|
7 |
Mr. Ashish Kumar Bansal |
ACSPB5909M |
Chief Financial Officer |
|
8. |
Mrs. Priyanka Tiwari |
ASWPT6744Q |
Group Company Secretary and Chief Compliance Officer |
During the year under review, Mr. Prashant Pitti was re-designated as Managing Director of the Company w.e.f. December 11, 2023 for his remaining tenure, which was further approved by the shareholders on
March 07, 2024 through Postal Ballot.
Further, Mr. Prashant Pitti was re-appointed as Managing Director for a further term of 5 (Five) years w.e.f. July 02, 2024 to July 01, 2029 as approved by the Board in their meeting dated February 06, 2024 and by the Shareholders on March 07, 2024, passed through Postal Ballot.
Mr. Nishant Pitti (DIN: 02172265) was re-appointed as
Whole-Time Director of the Company for a further term of 5 years w.e.f. 10th May, 2024 in the meeting of the Board of Directors held on 16th April, 2024 which was further approved by the shareholders through Postal
Ballot passed on 28th June, 2024.
Mr. Rikant Pittie (DIN: 03136369) was re-appointed as
Whole-Time Director of the Company for a further term of 5 years w.e.f. 13th June, 2024 in the meeting of the Board of Directors held on 24th May, 2024 which was further approved by the shareholders through Postal Ballot passed on 28th June, 2024.
Pursuant to the provisions of section 152 of the Act, Mr. Nishant Pitti (DIN: 02172265), retires by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment.
Profile and other information of Mr. Nishant Pitti as required under Regulation 26, Regulation 36 of
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual General Meeting.
No Independent Director was due to be re-appointed
during the year.
As on March 31, 2024, Mr. Satya Prakash, Justice Usha Mehra (Retired) and Mr. Vinod Kumar Tripathi are the Independent Directors on the Board.
Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for
Independent Directors, had been received from all Independent Directors.
I n terms of the provisions under the Companies Act, 2013, the Independent Directors met on February 17,
2024 and all the Independent Directors have attended the meeting.
In compliance with the requirements of SEBI
LODR Regulations, the Company has put in place a framework for Independent Directors'' Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on the Company''s website https://www.easemvtrip.com/ investor-pdf/Familiarization-Program-for-Independent-Directors.pdf
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its
meeting had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report. The link to the board evaluation policy is https://www.easemytrip.com/investor-pdf/202 3/ Board-Evaluation-Policy.pdf.
The Company had constituted such committees as required under the Companies Act, 2013 & SEBI (LODR)
Regulations 2015 along with the related rules made thereunder the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.
Following Committees are functional:
(A) Audit Committee;
(B) Nomination and Remuneration Committee (NRC);
(C) Stakeholders Relationship Committee (SRC);
(D) Risk Management Committee (RMC);
(E) Corporate Social Responsibility Committee (CSR);
(F) Initial Public Offer Committee (IPO);
(G) Qualified Institutional Placement Committee
(QIP); and
(H) Sexual Harassment Committee (SHC).
Pursuant to the provisions of Section 177(9) of the Act,
the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.
The policy also provides access to the Chairperson of the Audit Committee under certain circumstances.
The Whistle Blower Policy is uploaded on the website of the Company at https://www.easemytrip.com/ investor-pdf/WHISTLE-BLOWER-POLICY 1.pdf
For the purpose of selection of any Directors, Key
Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.
The salient features of the Policy as approved by the Board and amended from time to time are as follows:
i. Appointment of the Directors and Key Managerial Personnel of the Company.
ii. Fixation of the remuneration of the Directors, Key
Managerial Personnel and other employees of the Company.
iii. Formulate a criterion for determining qualifications, positive attributes and independence of a director.
iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report
i i
of performance evaluation of the Independent Directors.
v. To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.
vi. Undertake any other matters as the Board may decide from time to time.
The Nomination cum Remuneration Policy of the
Company is available on the website of the Company:
https://www.easemvtrip.com/investor-Ddf/ Nomination-and-Remuneration-Policv-20mar.pdf
In accordance with the Companies Act, 2013, the annual return in the prescribed Format is available at: Link: https://www.easemvtrip.comi/investor-relations. html
The details of unpaid/ uncashed dividend lying in the unpaid dividend account up to the year are available on the website of the company at https://www.easemvtrip. com/investor-relations.html
The Board of Directors at their meeting dated 14th August, 2024 recommended the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) as Statutory Auditors of the Company in place of M/s. S.R. Batliboi & Associates LLP, Chartered ccountants (Firm''s Registration No. 101049W/E300004) who have tendered their resignation w.e.f. 13th August, 2024 as Statutory Auditors of the Company. M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013 were appointed w.e.f. 14th August, 2024 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm''s Registration No. 01049W/E300004).
Further, the Board of Directors of the Company at its meeting held on 05th September, 2024 have appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) for a term of 5 years, subject to the approval of shareholders at ensuing Annual General Meeting, to hold office from
the conclusion of 16th Annual General Meeting till the conclusion of 21st Annual General Meeting of the Company to be held in the year 2029.
The Board recommends to the members of the Company
approval of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) as the Statutory Auditors of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The report of the Statutory Auditor forms part
of this Integrated Report and Annual Accounts 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. However, the observations of the Statutory Auditors in
their report read together with the Notes on Accounts are self-explanatory and therefore, do not call for any further explanation.
In terms of Section 204 of the Act and the Rules made
there under, M/s Sharma and Trivedi LLP, Company Secretaries, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2023-24.
The Secretarial Auditors have submitted their report,
confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit
Report and Secretarial Secretarial Compliance Report is not attached alongwith MR-3 in Annexure-B to this report.
The Company appointed M/s Crowe Advisory Services (India) LLP (LLPIN: AA0-5909), Chartered Accountants,
Mumbai as Internal Auditor of the Company for the financial year ended 2023-24.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the Financial Statements as on March 31, 2024.
During the Financial Year 2023- 2024, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were on arm''s length basis and in the ordinary course of business and were
in compliance with the applicable provisions of the Companies Act, 2013.
Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule 2014 is set out in
Annexure-C to this report.
The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions. The policy on related party transaction is placed on the Company''s website at: https://www.easemvtriD.com/investor-pdf/2023/
Reiated-Partv-Transactions-Policv.pdf. The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
No significant material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- D and is attached to this report.
The Company being in the Travel and Tourism Industry,
its activities do not involve any expenditure on Technology and Research and Development, therefore, the particulars in the Companies {Accounts) Rules, 2014, as amended, in respect of Conservation of Energy and Technology Absorption is not applicable to the Company. Further, the Company is not energy intensive. However, the Company takes every effort to ensure optimum use of energy.
The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.
The Risk Management procedure is reviewed by the Board From time to time, to ensure that the executive management controls risk through means of a properly defined framework. Major risks identified are
systematically addressed through mitigating actions on a continuing basis.
The policy on Risk Management Policy is placed on the
Company''s website at: httDs://www.easemvtriD.com/ investor-Ddf/2022/Risk-Management-Policy-20-12-22. pdf?v=1
The Company implemented its CSR initiatives through EaseMyTrip Foundation which contributes to ensuring environmental sustainability, protection of national heritage, art and culture including restoration of
buildings and sites of historical importance and works of art, health care sector for human rescue ambulance service and animal mobile medical ambulance., upliftment of Education of Girls by providing basic
amenities required, animal welfare and training of Sports persons.
Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholder. In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at: https://www.easemytrip.com/investor-pdf/2022/
Corporate-Social-ResDonsibilitv-Policv.pdf
The CSR budget for the financial year 2023-24 was '' 2,84,63,092/- and the Company had spent an amount of '' 2,84,63,092/- on CSR Activities. Annual Report on our CSR activities for the financial year ended March 31, 2024 along with the composition of CSR Committee is set out in Annexure E to this Report.
I n terms of the provisions of Regulation 34(2) of the
Listing Regulations, the Management''s discussion and analysis is set out in this Integrated Annual Report.
I n terms of the provisions of Regulation 34(3) of the
Listing Regulations read with Schedule-V of these Regulations, the Corporate Governance Report for fiscal year 2024 forms part of this integrated Annual Report.
The details of the policies approved and adopted by the Board as required under the Act and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure F to the Board''s report.
The Board met 14 (Fourteen) times during the financial
year. The meeting details are provided in the Corporate Governance report that Forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by
the Companies Act, 2013.
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business
Responsibility and Sustainability Report describing the initiatives undertaken by the Company from an environment, social and governance perspective, forms part of the Annual Report.
The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure G.
Further, disclosures pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the limits is annexed as Annexure H
The Management of the Company has appointed
M/s. ADMS & Co., Chartered Accountancy firm to assist in updating of Risk Control Matrix ("RCM") and perform necessary testing of controls. RCM and Testing results are adopted by the Management and shared with the Statutory Auditors for their review and report thereon. The Statutory Auditor has reviewed the report and given their comments. The Board duly adopted the comments of the auditors.
The Risk Control Matrix will improve the overall effectiveness of the company growth in long run also
help in removing hindrances.
During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.
38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
No such significant and material orders that have been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, including those of subsidiaries (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination, further the Company conducts awareness program at regular interval of time.
In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 ("Act") and Rules made there under, Company has constituted Internal Complaints Committees (ICC to redress complaints received
regarding Sexual Harassment at all Units). The Company has complied with the provisions relating to the constitution of ICC under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year 2023-24 no cases/complaints have been filed under the Act.
40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, neither any application is made by the Company nor any proceeding is pending under the Insolvency and Bankruptcy Code,
2016.
During the year, Cyber Security and related risks were
reviewed by the Risk Management Committee and necessary actions were taken to mitigate any risk associated with Cyber Security.
During the financial year under review, disclosure
w.r.t. details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable.
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief,
confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed, along with proper explanation relating to material
departure(s), if any;
b) the Directors have 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 the Company as at the end of the financial year March 31, 2024 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Your directors placed on record their sincere thanks to the bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board Easy Trip Planners Limited
Nishant Pitti
Date: 05.09.2024 Chairman
Place: New Delhi DIN: 02172265
Mar 31, 2023
Your directors have pleasure in presenting the 15th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of Accounts of your Company for the Year ended March 31, 2023.
I n compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2022-23. The standalone and consolidated financial highlights of the Company''s operations are as follows:
|
(Rs. in Million) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
2023 |
2022 |
2023 |
2022 |
|
Revenue from operations |
4,298.29 |
2,328.60 |
4,488.26 |
2,353.74 |
|
Other income |
159.62 |
146.48 |
153.72 |
143.89 |
|
Total income |
4,457.91 |
2,475.08 |
4,641.98 |
2,497.63 |
|
Total expenses |
2,485.22 |
1,024.51 |
2,792.60 |
1,061.96 |
|
Profit before tax |
1,972.69 |
1,450.57 |
1,849.38 |
1,435.67 |
|
Total tax expense |
504.47 |
378.54 |
508.35 |
376.45 |
|
Profit for the year |
1,468.22 |
1,072.03 |
1,341.03 |
1,059.22 |
|
Other comprehensive income/(loss) for the year, net of tax |
2.44 |
-2.20 |
-0.73 |
-1.90 |
|
Total comprehensive income of the year, net of tax |
1,470.66 |
1,069.83 |
1,340.30 |
1,057.32 |
|
Total comprehensive income/(loss) for the year attributable to: |
||||
|
Equity holders of the parent company |
1,470.66 |
1,069.83 |
1,341.25 |
1,057.32 |
|
Non-controlling interests |
- |
- |
-0.95 |
- |
During the year under review, your Company has achieved a Standalone Revenue from operations of '' 4,298.29 million as against '' 2,328.60 million in the previous year. Profit before tax is '' 1,972.69 million as against '' 1,450.57 million for the previous year. Total comprehensive income of the year is '' 1,470.66 million as against '' 1,069.83 million for the previous year.
During the year under review, your Company has achieved a Consolidate Revenue from operations of '' 4,488.26 million as against '' 2,353.74 million in the previous year. Profit before tax is '' 1,849.38 million as
against '' 1,435.67 million for the previous year. Total
comprehensive income attributable to equity holders of the parent of the year is '' 1,341.25 million as against '' 1,057.32 million for the previous year.
EaseMyT rip commenced operations in 2008 by focusing on the B2B2C (business to business to customer) distribution channel and providing travel agents access through their website to book domestic travel airline
tickets in order to cater to the offline travel market in India. Subsequently, by leveraging their B2B2C channel, they commenced operations in the B2C (business to customer) distribution channel in 2011
by primarily focusing on the growing Indian middle
class population''s travel requirements. Consequently, due to their presence in the B2B2C and B2C channels, they were able to commence operations in the B2E (business to enterprise) distribution channel in 2013 with the aim of providing end-to-end travel solutions to corporates. Their presence in 3 distinct distribution channels provides them with a diversified customer base and wide distribution network.
As of March 31, 2023, the Company provided customers
with access to more than 400 international and domestic airlines, more than 1 million hotels in India and international jurisdictions, almost all the railway
stations in India as well as bus tickets and taxi rentals for major cities in India. Further, EaseMyTrip also had the largest network of travel agents with 51000 registered travel agents across almost all major cities in India as of March 31, 2023.
During the financial year, the Company has transferred '' Nil (no share option outstanding) Mn from Share option Outstanding Account to General Reserve.
The total General Reserve stands at '' 2,130.02 Million on standalone basis whereas '' 1961.55 million on consolidated basis.
4. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business of the Company. Your Company continues to be in the
business of Travel and Travel related services.
As on March 31, 2023, the authorised share capital of the Company is '' 200,00,00,000/- comprising of
200,00,00,000 equity shares of face value of ''1/- each and the paid-up equity share capital as at March 31, 2023 is '' 173,83,20,000/- comprising of 173,83,20,000 equity shares of face value of ''1/- each.
During FY 2022-23, the Company had increased the Authorised Share Capital of the Company from '' 50,00,00,000/- divided into 25,00,00,000 Twenty Five Crores Equity Shares of 7 2/- (Rupees Two only) each to 7 75,00,00,000/- (Rupees Seventy Five Crores only) divided into 37,50,00,000 (Thirty Seven Crore Fifty Lakh) Equity Shares of 7 2/- (Rupees Two only) each vide members approval dated September 30, 2022 and further sub-divided each existing equity share of face value of '' 2/- (Rupees Two only) into Two (2) equity shares of face value of '' 1/- (Rupee One only) and increased the authorized share capital to ''
200,00,00,000 (Rupees Two Hundred crore) divided into 200,00,00,000 equity shares of '' 1/- each vide
members approval dated November 10, 2022 passed through Postal Ballot.
The Company had issued Bonus Shares comprising 130,37,40,000 equity shares of '' 1/- each amounting to '' 130,37,40,000/- in the ratio of 3:1 vide Board Resolution dated October 10, 2022 and Shareholder''s resolution dated November 10, 2022 passed through Postal Ballot and allotted the Bonus Shares vide Board Resolution dated November 23, 2022. The Company has not issued any instruments convertible into equity shares of the Company or with differential voting rights nor has granted any stock options or sweat equity vide.
During the Year under review the Company has not
declared any Dividend.
7. EMPLOYEES STOCK OPTION PLAN (ESOP)
During the year under review, the Company in compliance with the provisions of Section 62 (1) (b)
of the Companies Act, 2013, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable provisions if any has approved the Easy Trip Planners - Employees Stock Option Plan 2022 in the Annual General Meeting of the Company vide members Special Resolution dated August 30, 2022.
8. QUALIFIED INSTITUTIONAL PLACEMENT
During the year under review, the members through
Special Resolution passed through postal ballot on September 30, 2022, approved the raising of further capital of upto '' 1000/- Crores (Rupees One Thousand Crores) by way of offer, issue and allotment of such number of Equity Shares, non-convertible debt instruments along with warrants and convertible securities other than warrants ("Securities") through qualified institutions placement, in accordance with provisions of the applicable Laws.
As on the date of this report, the Company has its Equity
Shares listed on the following Stock Exchanges:
i. BSE Limited and
ii. The National Stock Exchange of India Limited
The listing fees for the financial year under review has been paid to the Stock Exchanges where the equity
shares of the Company are listed.
(a) Consolidated Financial Statements
During the year, the Board of Directors reviewed
the affairs of the subsidiaries. The Consolidated financial statements of your Company for the Financial Year 2022-23, have been prepared in accordance with the Act and applicable Indian Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements is presented in a separate section in this Annual Report.
Pursuant to the first proviso to Section 129(3) of
the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of each subsidiary is given in Form AOC-1 as Annexure A to this Report. Please refer to Form AOC-1 annexed to the Financial Statements forming part of the Annual Report. Pursuant to the provisions of Section 136 of the Act, the Standalone audited financial statements, consolidated audited financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries are available on the website of the ComDanv(www.easemvtriD.com).
(b) Incorporation/Acquisition of Subsidiaries during the financial year under review:
During the year under review, the company has acquired the following subsidiary companies in
India namely:
⢠Nutana Aviation Capital IFSC Private Limited
Further, the company has incorporated following subsidiary company outside India namely:
⢠EaseMyTrip NZ Ltd. under the laws of New Zealand
As on March 31, 2023 the Company has 11 subsidiaries within the meaning of Sections 2(87)
of the Companies Act, 2013 ("Act") and has no Joint Venture or Associate Company.
Pursuant to the provisions of Section 118 of the
Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
During the year 2022-23, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The
Company has no unclaimed/ unpaid matured deposit or interest due thereon.
|
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) As on March 31, 2023, following Directors and KMPs are acting on the Board of Company: |
|||
|
Sr. No. |
Name of the Directors |
DIN/PAN |
Designation |
|
1 |
Mr. Nishant Pitti |
Chief Executive Officer & Whole Time Director |
|
|
2 |
Mr. Prashant Pitti |
Whole Time Director |
|
|
3 |
Mr. Rikant Pittie |
Whole Time Director |
|
|
4 |
Mr. Satya Prakash |
Independent Director |
|
|
5 |
Justice Usha Mehra (Retired) |
Independent Director |
|
|
6 |
Mr. Vinod Kumar Tripathi |
00798632 |
Independent Director |
|
7 |
Mr. Ashish Kumar Bansal |
ACSPB5909M |
Chief Financial Officer |
|
8. |
Ms. Priyanka Tiwari |
ASWPT6744Q |
Group Company Secretary and Chief Compliance Officer |
There is no change in the composition of Board of Directors during the year.
Pursuant to the provisions of section 152 of the Act, Mr. Prashant Pitti (DIN: 02334082), retires by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment.
Profile and other information of Mr. Prashant Pitti as required under Regulation 26, Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual
General Meeting.
No Independent Director was due to be re-appointed
during the year.
14. INDEPENDENT DIRECTORS'' DECLARATION
As on March 31, 2023, Mr. Satya Prakash, Justice Usha Mehra (Retired) and Mr. Vinod Kumar Tripathi are the Independent Directors on the Board.
Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent
Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.
In terms of the provisions under the Companies Act, 2013, the Independent Directors met on March 31,
2023 and all the Independent Directors have attended the meeting.
In compliance with the requirements of SEBI
LODR Regulations, the Company has put in place a framework for Independent Directors'' Familiarization Programme to familiarize them with their roles,
rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on the Company''s website www.easemytrip.com
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its
meeting held on May 26, 2023, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration
and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report.
The Company had constituted such committees as required under the Companies Act, 2013 & SEBI (LODR)
Regulations 2015 along with the related rules made thereunder the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.
Following Committees are functional:
(A) Audit Committee;
(B) Nomination and Remuneration Committee (NRC);
(C) Stakeholders Relationship Committee (SRC);
(D) Risk Management Committee (RMC);
(E) Corporate Social Responsibility Committee (CSR);
(F) Initial Public Offer Committee (IPO);
(G) Qualified Institutional Placement Committee
(QIP); and
(H) Sexual Harassment Committee (SHC).
17. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act,
the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in
the violation of or in conflict with the business interest
of the company. During the year, there have been no complaints received.
The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The
Whistle Blower Policy is uploaded on the website of the Company at www.easemytrip.com
18. NOMINATION CUM REMUNERATION POLICY
For the purpose of selection of any Directors, Key
Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.
The salient features of the Policy as approved by the Board and amended from time to time are as follows:
i. Appointment of the Directors and Key Managerial Personnel of the Company.
ii. Fixation of the remuneration of the Directors, Key
Managerial Personnel and other employees of the Company.
iii. Formulatea criterionfor determining qualifications, positive attributes and independence of a director.
iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors.
v. To ensure a transparent nomination process for directors with the diversity of thought, experience,
knowledge, perspective and gender in the Board.
vi. Undertake any other matters as the Board may decide from time to time.
The Nomination cum Remuneration Policy of the
Company is available on the website of the Company at httDs://www.easemvtriD.com/investor-relations.html
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at: Link:httDs://www.easemvtriD.com/investor-relations.html
The details of unpaid/uncashed dividend lying in the unpaid dividend account upto the year are available on the website of the company at httDs://www.easemvtriD. com/investor-relations.html
21. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS
At the Annual General Meeting held on August 30, 2022, the Shareholders have re-appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm''s Registration No. E300004), as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 14th Annual General Meeting until the conclusion 19th Annual General Meeting to be held for the FY 2026-2027.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Statutory Auditors Report contains qualification on the recoverability of balances with Go Air included in the financial statements of the Company. However, the qualification of the Statutory Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, do not call for any further explanation.
In terms of Section 204 of the Act and the Rules made
there under, M/s Sharma and Trivedi LLP, Company Secretaries, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2022-23.
The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure- B to this report.
The Company appointed M/s Crowe Advisory Services (India) LLP (LLPIN: AAO-5909), Chartered Accountants,
Mumbai as internal Auditor of the Company for the financial year for the financial year ended 2022-23.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
23. DETAILS OF FRAUD REPORTED BY AUDITOR
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the Financial Statements as on March 31, 2023.
25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2022- 2023, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were on arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013.
Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule 2014 is set out in Annexure C to this report.
The policy on related party transaction are placed on the Company''s website https://www.easemytrip.com/ investor-relations.html
26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
No significant material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- D and is attached to this report.
The Company being in the Travel and Tourism Industry,
its activities do not involve any expenditure on Technology and Research and Development, therefore, the particulars in the Companies (Accounts) Rules, 2014, as amended, in respect of Conservation of Energy and Technology Absorption is not applicable to the Company. Further, the Company is not energy intensive. However, the Company takes every effort to ensure optimum use of energy.
28. RISK MANAGEMENT POLICY
The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the
elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The
Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor
and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.
The Risk Management procedure is reviewed by the Board from time to time, to ensure that the executive
management controls risks through means of a properly defined framework. Major risks identified are
systematically addressed through mitigating actions on a continuing basis.
The policy on Risk Management Policy is placed on
the Company''s website https://www.easemytrip.com/ investor-relations.html0020
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company implemented its CSR initiatives through EaseMyTrip Foundation which contributes
to the protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional art and handicrafts and training of Sports persons.
Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks
to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholder. In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at https://www.easemytrip. com/investor-relations.html
The CSR budget for the financial year 2022-23 was '' 1,83,61,547 /- and the Company had spent an amount of '' 1,83,61,547 /- on CSR Activities. Annual Report on our CSR activities for the financial year ended March 31, 2023 along with the composition of CSR Committee is set out in Annexure E to this Report.
30. MANAGEMENT''S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34(2) of the
Listing Regulations, the Management''s discussion and analysis is set out in this Integrated Annual Report.
31. CORPORATE GOVERNANCE REPORT
In terms of the provisions of Regulation 34(3) of the
Listing Regulations read with Schedule-V of these Regulations, the Corporate Governance Report for fiscal 2023 forms part of this integrated Annual Report.
32. NUMBER OF MEETINGS OF THE BOARD
The Board met Thirteen (13) times during the financial
year. The meeting details are provided in the Corporate Governance report that forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by
the Companies Act, 2013.
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report describing
the initiatives undertaken by the Company from an environment, social and governance perspective, forms part of the Annual Report.
The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure F.
Further, disclosures pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the limits is annexed as Annexure G
35. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY
The Management of the Company has appointed M/s. ADMS & Co., Chartered Accountancy firm to assist in updating of Risk Control Matrix ("RCM") and perform necessary testing of controls. RCM and Testing results
are adopted by the Management and shared with the Statutory Auditors for their review and report thereon.
The Statutory Auditor has reviewed the report and given their comments. The Board duly adopted the comments of the auditors.
The Risk Control Matrix will improve the overall effectiveness of the company growth in long run also
help in removing hindrances.
During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of
the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
No significant and material orders has been passed by the regulators, courts, tribunals impacting the going
concern status and Company''s operations in future.
37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination, further
the Company conducts awareness program at regular interval of time.
In terms of the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressai) Act, 2013("Act") and Rules made there under, Company has constituted Internal Complaints Committees (ICC) to redress compiaints received regarding Sexual Harassment at all Units. The Company has compiied with the provisions reiating to the constitution of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year 2022-23 no cases/complaints have been filed under the Act.
38. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief,
confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed, along with proper explanation relating to material departure(s), if any;
b) the Directors have 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 the Company as at the end of the financial year March 31, 2023 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various Government Authorities for their continued support
extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board Easy Trip Planners Limited
Nishant Pitti
Date: September 06, 2023 Chairman
Place: New Delhi DIN: 02172265
Mar 31, 2022
Your Directors have pleasure in presenting the 14th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of your Company for the financial year ended 31st March, 2022.
I n compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2021-22. The standalone and consolidated financial highlights of the Company''s operations are as follows: ('' Million)
|
Particulars |
Standalone |
Consolidated |
||
|
2022 |
2021 |
2022 |
2021 |
|
|
Revenue from Operations |
2328.60 |
1384.85 |
2353.74 |
1385.03 |
|
Interest and Other Income |
146.48 |
124.32 |
143.89 |
122.52 |
|
Total Income |
2475.08 |
1509.17 |
2497.63 |
1507.55 |
|
Total Expenses |
1024.51 |
662.95 |
1061.96 |
673.70 |
|
Extraordinary Items |
- |
- |
- |
|
|
Profit/(Loss) before tax |
1450.57 |
846.22 |
1435.67 |
833.85 |
|
Tax Expense: |
||||
|
1. Current Tax |
385.95 |
226.76 |
385.05 |
227.26 |
|
2. Deferred tax charge/(credit) |
(7.41) |
(3.52) |
(8.60) |
(3.52) |
|
3. Tax adjustments related to earlier periods |
7.22 |
1.00 |
7.22 |
1.00 |
|
Profit/(Loss) from continued operations |
1072.03 |
622.98 |
1059.22 |
610.11 |
|
Other comprehensive income for the year, net of tax |
(2.20) |
3.68 |
(1.90) |
4.03 |
|
Total comprehensive income of the year, net of tax |
1069.83 |
626.66 |
1057.32 |
614.14 |
|
Earnings per share (EPS) Basic and Diluted |
4.93 |
2.87 |
4.87 |
2.81 |
During the financial year under review, your Company has achieved a Standalone Revenue from operations of ''2,328.60 million as against ''1,384.85 million in the previous year. The Profit before tax is ''1450.57 million as against ''846.22 million for the previous year. Standalone Profit after tax is ''1,072.03 million as compared to ''622.98 million for the preceding year.
On a consolidated basis, the Company has achieved a Revenue from operations of ''2353.74 million as against ''1,385.03 million in the previous year. The consolidated Profit before tax is ''1435.67 million as against ''833.85 million for the previous year. The Consolidated
Profit after tax is ''1,059.22 million as compared to ''610.11million for preceding year.
OVERVIEW
EaseMyTrip commenced operations in 2008 by focusing on the B2B2C (business to business to customer) distribution channel and providing travel agents access through their website to book domestic travel airline tickets in order to cater to the offline travel market in India. Subsequently, by leveraging their B2B2C channel, they commenced operations in the B2C (business to customer) distribution channel in 2011 by primarily focusing on the growing Indian middle class population''s travel requirements. Consequently,
due to their presence in the B2B2C and B2C channels, they were able to commence operations in the B2E (business to enterprise) distribution channel in 2013 with the aim of providing end-to-end travel solutions to corporates. Their presence in 3 distinct distribution channels provides them with a diversified customer base and wide distribution network.
As of March 31,2022, the Company provided customers
with access to more than 400 international and domestic airlines, more than a million hotels in India and international jurisdictions, almost all the railway
stations in India as well as bus tickets and taxi rentals for major cities in India. Further, EaseMyTrip also had the largest network of travel agents with more than 50,000 registered travel agents across almost all major cities in India as of March 31, 2022.
During the financial year, the Company has transferred '' Nil (no share option outstanding) Mn from Share option Outstanding Account to General Reserve.
The total General Reserve stands at ''1,963.1 1 Mn on standalone basis whereas 1,921.75 million on consolidated basis.
4. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business of the Company. Your Company continues to be in the business of Travel and Travel related services.
As on March 31, 2022, the authorised share capital of the Company is ''50,00,00,000 comprising of 25,00,00,000 equity shares of face value of ''2/- each and the paid-up equity share capital as at March 31,2022 is ''43,45,80,000 comprising of 21,72,90,000 equity shares of face value of ''2/-. Authorised Share Capital was increased from ''25,00,00,000 to ''50,00,00,000 vide Sharholders'' approval dated 28th September, 2021.
During FY 2021-22, the Company had issued and allotted bonus shares comprising 10,86,45,000 equity shares of ''2/- each amounting to ''21,72,90,000 vide
shareholder''s resolution dated February 16, 2022 and Board Resolution dated 3rd March 2022. The Company has not issued any instruments convertible into equity shares of the Company or with differential voting rights
nor has granted any stock options or sweat equity.
The Company has paid Interim Divided for two times
during the Year Under Review,
The Board of Directors in their meeting held on April 19, 2021 approved payment of an interim dividend of ''2/-(100%) per Equity Share of face value of ''2/- (Rupees Two only) each of the Company for the Financial
Year 2020-21. Total payout of Interim Dividend was ''21,72,90,000/- (Rupees Twenty One Crore Seventy Two Lakhs Ninety Thousand Only). The Record Date for
the purpose of payment of interim was Wednesday, April 28, 2021.
During the year, the Board of Directors in their meeting
held on 11th November, 2021 approved payment of an interim dividend of ''1/- (50%) per Equity Share of face value of ''2/- (Rupees Two only) each of the Company for the Financial Year 2021-22. Total payout of Interim Dividend was ''10,86,45,000/- (Rupees Ten Crore Eighty Six Lacs Forty Five Thousand Only). The Record Date for the purpose of payment of interim was Monday, November 22, 2021.
As on the date of this report, the Company has its Equity Shares listed on the following Stock Exchanges:
i. BSE Limited and
ii. The National Stock Exchange of India Limited
The listing fees for the financial year under review has been paid to the Stock Exchanges where the
equity shares of the Company are listed.
(a) Consolidated Financial Statements
During the year, the Board of Directors reviewed
the affairs of the subsidiaries. The Consolidated financial statements of your Company for the Financial Year 2021-22, have been prepared in accordance with the Act and applicable Indian Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements is presented in a separate section in this Annual Report.
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient
features of financial statements, performance and financial position of each subsidiary is given in Form AOC-1 as Annexure A to this Report. Please refer to Form AOC-1 annexed to the Financial Statements forming part of the Annual Report. Pursuant to the provisions of Section 136 of the Act, the Standalone audited financial statements, consolidated audited financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries are available on the website of the Company(www.easemytrip.com).
(b) Incorporation/Acquisition of Subsidiaries during
the financial year under review:
During the year under review, The company has incorporated following wholly owned subsidiary companies in India namely:
⢠EaseMyTrip Foundation (A non-profit
organization)
⢠YoloBus Private Limited, Indian subsidiaries
Further, the company has made an acquisition of Spree Hotels and Real Estate Private Limited which became its wholly owned subsidiary and acquired
Technology and Assets of Yolo Travel Tech Private Limited .
The company has incorporated following wholly owned subsidiary companies outside India namely:
⢠EaseMyTrip Philippines Inc under the laws of
Philippines
⢠EaseMyTrip USA Inc under the laws of USA
⢠EaseMyTrip Thai Co. Ltd under the laws of Thailand
As on 31st March 2022, the Company has 9 wholly owned subsidiaries within the meaning of Sections 2(87) of the Companies Act, 2013 ("Act") and has no Joint Venture or Associate Company.
Pursuant to the provisions of Section 118 of the
Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
During the year 2021-22, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company
has no unclaimed/ unpaid matured deposit or interest due thereon.
|
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) As on 31st March, 2022, following Directors and KMPs were acting on the Board of Company: |
|||
|
Sr. No. 1 |
Name of the Directors |
DIN/PAN |
Designation |
|
Mr. Nishant Pitti |
02172265 |
Chief Executive Officer & Whole Time Director |
|
|
2 |
Mr. Prashant Pitti |
02334082 |
Whole Time Director |
|
3 |
Mr. Rikant Pittie * |
03136369 |
Whole Time Director |
|
4 |
Mr. Satya Prakash |
08489173 |
Independent Director |
|
5 |
Justice Usha Mehra (Retired) |
03361078 |
Independent Director |
|
6 |
Mr. Vinod Kumar Tripathi |
00798632 |
Independent Director |
|
7 |
Mr. Ashish Kumar Bansal |
ACSPB5909M |
Chief Financial Officer |
|
8. |
Ms. Priyanka Tiwari** |
ASWPT6744Q |
Company Secretary and Chief Compliance Officer |
There is no change in the composition of Board of Directors during the year.
â¦Pursuant to the provisions of section 152 of the Act, Mr. Rikant Pittie (DIN: 03136369), retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for re-appointment.
Profile and other information of Mr. Rikant Pittie as required under Regulation 36 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual General Meeting.
No Independent Director was due to be re-appointed
during the year.
**During the Year, Ms. Preeti Sharma, Company Secretary and Chief Compliance Officer of the Company resigned w.e.f 31st August 2021 and based on the recommendation of Nomination and Remuneration Committee Ms. Priyanka Tiwari was appointed as Company Secretary and Chief Compliance Officer of the Company w.e.f. 1st September 2021.
12. INDEPENDENT DIRECTORS'' DECLARATION
As on March 31, 2022, Mr. Satya Prakash, Justice Usha Mehra (Retired) and Mr. Vinod Kumar Tripathi are the
Independent Directors on the Board.
Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.
I n terms of the provisions under the LODR, 2015, the Independent Directors met on 31st March, 2022 and all
the Independent Directors have attended the meeting.
In compliance with the requirements of SEBI LODR Regulations, the Company has put in place a
framework for Independent Directors'' Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme conducted during the financial year under review are explained in the
Corporate Governance Report. The same is available on the Company''s website www.easemytrip.com
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its
meeting held on 25th May, 2022, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report.
The Company had constituted such committees as required under the Companies Act, 2013 & SEBI (LODR)
Regulations 2015 along with the related rules made thereunder the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.
Following Committees are functional:
(A) Audit Committee;
(B) Nomination and Remuneration Committee;
(C) Stakeholders Relationship Committee;
(D) Risk Management Committee
(E) CSR Committee
(F) IPO Committee
15. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act,
the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.
The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Whistle Blower Policy is uploaded on the website
of the Company at www.easemytrip.com
16. NOMINATION CUM REMUNERATION POLICY
For the purpose of selection of any Directors, Key
Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.
The salient features of the Policy as approved by the Board and amended from time to time are as follows:
i. Appointment of the Directors and Key Managerial Personnel of the Company.
ii. Fixation of the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.
iii. Formulatea criterionfor determining qualifications, positive attributes and independence of a director.
iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors.
v. To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.
vi. Undertake any other matters as the Board may decide from time to time.
The Nomination cum Remuneration Policy of the
Company is available on the website of the Company at https://www.easemytrip.com/investor-relations.html
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at:
Link: https://www.easemytrip.com/investor-relations. html
With respect to the Dividends declared by the company during the year, the compliances related to IEPF will be made as and when due. The details of unpaid/uncashed dividend lying in the unpaid dividend account upto the year are available on the website of the company at https://www.easemytrip.com/investor-relations.html
19. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS
At Annual General Meeting held on September 28, 2018,
the Shareholders have appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm''s Registration No. E300004), as the Statutory Auditors for a period of 4 years commencing from the conclusion of the 10TH Annual General Meeting until the conclusion 14th Annual General Meeting to be held for the FY 2021-2022. Accordingly, it was proposed to re-appoint M/s. S.R. Batliboi & Associates LLP, Chartered Accountants for a further period of five years.
They have confirmed their eligibility under Section
141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
The Statutory Auditors Report does not contain
any qualifications, reservations or adverse remarks on the financial statements of the Company. However, the observations of the Statutory Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, do not call for any further explanation.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act and the Rules
made there under, M/s. S. Anantha & Ved LLP (LLPIN: AAH-8229), Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company
for the financial year 2021-22.
The Secretarial Auditors have submitted their report,
confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure- B to this report.
M/s Sharma and Trivedi LLP, Company Secretaries is appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended 2023.
INTERNAL AUDITOR
The Company appointed M/s Crowe Advisory Services (India) LLP (LLPIN: AAO-5909), Chartered Accountants,
Mumbai as Internal Auditor of the Company for the financial year ended 2021-22.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
21. DETAILS OF FRAUD REPORTED BY AUDITOR
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the Financial Statements as on 31st March, 2022.
23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2021-22, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were on arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013.
Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rule 2014 is set out in Annexure C to this report.
The policy on related party transaction are placed on the Company''s website https://www.easemytrip.com/ investor-relations.html
24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
No significant material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in Annexure- D and is attached to this report.
The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.
The Risk Management procedure is reviewed by the Board from time to time, to ensure that the executive management controls risks through means of a properly defined framework. Major risks identified are
systematically addressed through mitigating actions on a continuing basis.
The policy on Risk Management Policy is placed on the Company''s website https://www.easemytrip.com/ investor-relations.html
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company implements its CSR initiatives through EaseMyTrip Foundation which contributes to the protection of national heritage, art and culture including restoration of buildings and sites of historical
importance and works of art, setting up public libraries, promotion and development of traditional art and handicrafts.
Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks
to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholder. In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at https://www.easemytrip. com/investor-relations.html
The CSR budget for the financial year 2021-22 was ''1,10,30,223 and the Company had spent an amount of ''1,15,00,000 ('' One Crore and Fifteen lacs only) on CSR Activities. Annual Report on our CSR activities for the financial year ended March 31, 2022 along with the composition of CSR Committee is set out in Annexure E to this Report.
28. MANAGEMENT''S DISCUSSION AND ANALYSIS
I n terms of the provisions of Regulation 34(2) of the
Listing Regulations, the Management''s discussion and analysis is set out in this Integrated Annual Report.
29. CORPORATE GOVERNANCE REPORT
I n terms of the provisions of Regulation 34(3) of the
Listing Regulations read with Schedule-V of these Regulations, the Corporate Governance Report for fiscal 2022 forms part of this integrated Annual Report.
30. NUMBER OF MEETINGS OF THE BOARD
The Board met fourteen times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.
31. BUSINESS RESPONSIBILITY REPORT
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report describing the initiatives
undertaken by the Company from an environment, social and governance perspective, forms part of the Annual Report.
The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure F
Further, disclosures pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the limits is annexed as Annexure G
33. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY
The Management of the Company has appointed M/s. ADMS & Co., Chartered Accountancy firm to assist in updating of Risk Control Matrix ("RCM") and perform necessary testing of controls. RCM and Testing results are adopted by the Management and shared with the Statutory Auditors for their review and report thereon. The Statutory Auditor has reviewed the report and given their comments. The Board duly adopted the comments of the auditors.
The Risk Control Matrix will improve the overall effectiveness of the company growth in long run also
help in removing hindrances.
During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is
of the opinion that the Company''s internal financial controls were adequate and effective during FY 2021-22.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
No significant and material orders has been passed by the regulators, courts, tribunals impacting the going
concern status and Company''s operations in future.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company
has provided a safe and dignified work environment for employee which is free of discrimination, further
the Company conducts awareness program at regular interval of time.
I n terms of the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013("Act") and Rules made there under, Company has constituted Internal Complaints Committees (ICC) to redress complaints received regarding Sexual Harassment at all Units. The Company has complied with the provisions relating to the constitution of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year 2021-22 no cases/complaints have been filed under the Act.
36. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief,
confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards had been followed, along with proper explanation relating to material departure(s), if any;
b) the Directors have 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 the Company as at the end of the financial year March 31, 2022 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGMENT
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the
year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board Easy Trip Planners Limited
Date: 02nd August, 2022 Nishant Pitti
Place: New Delhi Chairman
DIN:02172265
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