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Directors Report of International Travel House Ltd.

Mar 31, 2017

The Directors submit their Report for the financial year ended 31st March, 2017.

BUSINESS ENVIRONMENT

The global economy continued to lose pace in 2016 growing by 31 % compared to 3.4% in 2015. The growth in US and the Euro Areas also slowed down and were in the range of 1.6% to 1.7%. However, it is anticipated that the global economy will be stronger in 2017 and will outpace the growth seen in 2015.

The Indian economy too witnessed another challenging year, with the real GDP growth at 7.1%, a significant decline over 2015-16 (7.9%). The Industry and Services sectors decelerated further during the year, recording the slowest growth over the last few years. However, India still remains the fastest growing major economy in the world.

Inflation remained largely within the comfort zone of the RBI during the year. While growth in Wholesale Price Index (WPI) for 2016-17 stood at 1.7% compared to a decline of 3.7% in 2015-16, this was mainly attributable to the base effect of low fuel and commodity prices. Consumer Price Index (CPI) for 2016-17 declined to 4.5% against 4.9% in 2015-16 with Core CPI remaining stable at 4.7% in 2016-17 (4.6% in 2015-16).

FINANCIAL PERFORMANCE

Your Company recorded revenue from operations of Rs. 201.54 crores (previous year Rs. 195.91 crores) registering a 2.9% growth over last year. Other income at Rs. 4.20 crores (previous year Rs. 4.14 crores) registered a growth of 1.4% as your Company’s treasury operations continued to focus on deployment of temporary surplus liquidity within a well-defined risk management framework. Pre-tax profits at Rs. 18.30 crores (previous year Rs. 16.10 crores) grew by 13.67% and post-tax profits at Rs. 11.17 crores (previous year Rs. 9.61 crores) grew by 16.23% over last year. This was mainly on account of managing a higher total income without corresponding increase in costs.

During the financial year 2016-17, your Company earned Rs. 20.24 crores (previous year Rs. 23.82 crores) in foreign exchange from its Travel, Tours and Car Rental Services. Your Company’s expenditure in foreign currency amounted to Rs. 0.39 crores (previous year Rs. 0.3lcrores). Details of foreign exchange earnings and outflow are provided in Additional Notes 32 (vii) and (viii) to the Financial Statements.

PROFITS, DIVIDEND AND SURPLUS

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

For the year ended 31st March, 2017

For the year ended 31st March, 2016

Profits

(Rs.)

(Rs.)

a.

Profit Before Tax

18,30,90,993

l6,09,94,90l

b.

Tax Expense Current Tax

7,82,78,663

5,99,54,032

Deferred Tax

(69,11,694)

49,78,444

c.

Profit for the year

11,17,24,024

9,60,62,425

d.

Other Comprehensive Income

(71,02,013)

(12,92,482)

e.

Total Comprehensive Income

10,46,22,011

9,47,69,943

Statement of Retained Earnings At the beginning of the year

1,18,82,77,215

l,l3,44,00,858

Add: Profit for the year

11,17,24,024

9,60,62,425

Less:

Other Comprehensive Income (Net of Tax)

7l,02,0l3

l2,92,482

Dividend paid including Income Tax on Dividend paid

4,08,93,586

4,08,93,586

At the end of the year

1,25,20,05,640

1,18,82,77,215

Your Directors are pleased to recommend a dividend of Rs. 4.25 per Equity Share of Rs. 10/- each for the year ended 31st March, 2017, thereby maintaining last year’s dividend.

BUSINESS SEGMENTS

Air Travel

India’s domestic travel market grew by 23% during the year 2016. Domestic airlines carried 999 lac passengers in 2016 against 811 lacs in the previous year. The growth drivers were from retail segment and mainly due to low air fares and additional capacity added by the airlines. The Indian aviation industry was estimated at USD 16 billion in the year 2015 and is expected to become the world’s third largest market by 2020.

India’s international outbound business travel spending have shown a subdued growth in the 5-6 percent per year range. However, in overall terms, a double digit business travel spending growth continues for India, and has been predicted at 11.6%. The country continues to position itself to become a world leader in business travel.

Despite an increase in volume of tickets sold during the year, your Company’s top line showed a marginal growth due to lower domestic tariffs as average ticket price was down. This adversely impacted performance linked bonuses which are received from the airlines. A further depletion of airline commissions kept the earnings under pressure during the year. However, your

Company has been able to sustain growth over the previous year with various initiatives.

Your Company received performance excellence awards from Singapore Airlines, Air Mauritius, Sri Lankan Airlines, Thai Airways, Hahn Airlines, Oman Air and GoAirways.

Car Rental Business

The car rental market in India was estimated at USD 9 billion in the year 2015, with a major part of the market being dominated by the unorganized sector. This market is expected to grow at a CAGR of 24.6% till the financial year 2019.

Disruption from aggregators continued during the year, with their entry into the corporate sector. Also the low pricing by the app based companies put pressure on margins with tariffs being flat and input costs increasing.

Despite the increased competition and price wars, your Company showed a marginal decline over the previous year. Focus on technology adaption continued for safety with multilevel tracking. Chauffeur training and grooming continued with redefined focus on safety.

During the year, your Company opened an office at Indore to attract new clients and gain market share. Plans to commence operations in other tier II cities continue to be pursued.

Forex

Your Company holds a valid full-fledged money changers (FFMC) licence issued by the Reserve Bank of India and runs FFMC business in eight of its IATA offices across India in order to provide a one stop shop for all travel requirements of the tourist. Your Company had a significant growth in this business during the year.

MICE

Your Company maintained its position in this segment by being the sole official travel partner for many events and has successfully organized over 25 Trade Shows during the year. The major events organized by your Company were Bauma Conexpo, Renewable Energy and prestigious shows of ISHRAE, Messe Frankfurt, Nuernberg Messe, United Business Media, PDA Trade Fairs etc. Your Company had the distinction of being honoured with the Top Professional Conference Organizers (PCO) Award

2016 during the year.

Outbound and Domestic Tourism

Extensive efforts by the Government to promote India as a tourist destination coupled with the presence of a large number of Indian diaspora resulted in outbound tourism growing at a CAGR of 10.46% over the last five years. Relaxation in forex rules and investor friendly business policies have added to the increase of business travelers - both inbound and outbound.

Your Company’s focused approach in this segment resulted in significant growth despite demonetization during the year. Your Company provides an online booking system to its customers to book hotels and tour packages.

Your Company has received an award from Hong Kong Tourism for year on year growth in the Meetings and Incentives segment.

Inbound and Domestic Tourism Scenario

The growth in the Foreign Tourist Arrivals (FTAs) into India, which is about 8 million (0.6% of the population) is quite low when compared to the Association of Southeast Asian Nations (ASEAN) (15.3%), the Organization for Economic Co-operation and Development (OECD) nations (48.7%), the Gulf Cooperation Council (GCC) (85.5%) and other emerging economies (5.5%). This not only highlights abysmally low penetration levels, but also underlines the untapped potential that can be capitalized with the right mix of infrastructure, safety and security, and speed and convenience of the entire travel life-cycle from bookings to sharing feedbacks.

The explosive growth in Domestic Tourist Visits (DTVs) that grew at a CAGR of 13.6% over the last 24 years - standing at 1.43 billion tourists is a testimony of the fact that with speed, safety and convenience of transaction from a traveler’s perspective, the future growth would also continue to be on an exponential trajectory.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

Corporate Governance in your Company operates at three interlinked levels with clearly defined roles, responsibilities and authorities across the three levels of the governance structure. Your Company also has a Code of Conduct which requires management to conform to the required financial and accounting policies, systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. Both these policies have been widely communicated across the organization and together with the ‘Strategy of Organization’, Planning & Review Processes and the Risk Management Framework, create a control environment across the Company and provides the cornerstone for Internal Financial Controls with reference to your Company’s Financial Statements.

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. These Policies are supported by the Corporate Accounting, System and Policies that apply to the entity as a whole and are practiced uniformly across the Company. The Accounting Policies are reviewed and updated from time to time. These in turn are supported by a set of policies and Standard Operating Procedures (SOPs) that have been established for individual businesses. Your Company uses Information Technology Systems as a business enabler and also to maintain its books of accounts. The SOPs in tandem with the Information Management Policy reinforces the control environment. The whole gamut of controls, policies, procedures and systems, are reviewed by management and audited by Internal Audit whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company has in place adequate internal financial controls with reference to Financial Reporting. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of this assessment carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed. Nonetheless your Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary adjunct of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that provides assurance and comfort on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

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

The Internal Audit function consisting of an in-house team and outsourced professional firms is resourced to deliver high standards audit assurances. In the context of the IT environment of your Company, systems and policies relating to Information Management are periodically reviewed and benchmarked for contemporariness. Compliance with the Information Management policies receives focused attention of the Internal Audit team.

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

WHISTLEBLOWER POLICY

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

The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company’s website at https://www.travelhouseindia.com/ policies/Whistleblower_Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company’s CSR Policy outlines the programmes and projects that fall within the purview of Schedule VII of the Companies Act, 2013 (the Act) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The annual report on CSR activities as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in the Annexure forming part of this Report.

DEPOSITS

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

DIRECTORS

Changes in Directors

Mr. Jehangir Jal Ghadiali who was on deputation from ITC Limited (ITC), stepped down as Managing Director of the Company with effect from 27th January, 2017, consequent to his reversion to ITC. Mr. Anil Baijal ceased to be an Independent Director of your Company with effect from 30th December, 2016, consequent to his appointment as Lt. Governor of Delhi. Your Directors would like to record their appreciation for the services rendered by Messrs Ghadiali and Baijal.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Articles 143 and 144 of the Articles of Association of the Company, Mr. Anil Rajput will retire by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Number of Board Meetings

During the year ended 31st March, 2017, five meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations & Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, as reported last year. The Governance Policy of the Company also, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration and enterprises.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section l49 of the Act and Regulation l6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company’s Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided under the section ‘Report on Corporate Governance’ in the Report and Accounts.

Board Evaluation

The Nominations & Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees’ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Company’s Governance Policy. The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section ‘Board of Directors & Committees’ in the Report and Accounts.

Secretarial Auditors

Your Board appointed Messrs PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2017. Their report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act your Directors confirm having: -

a) followed in the preparation of the Annual Accounts the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER INFORMATION

Compliance with conditions of Corporate Governance

The certificate of the Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed.

Going Concern Status

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

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is provided in the Annexure forming part of the Report.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2017, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Technology Absorption

Particulars as required under Section 134 of the Act relating to Conservation of Energy and Technology Absorption are provided below:

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL Steps taken by the Company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL Technology Absorption:

I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

ITH SMART, the Company’s reservations and booking platform has stabilized and is now the backbone for reservations and bookings. Further, the platform continues to be enhanced with contemporary features and new contents.

Your Company has also launched a Corporate Self Booking Tool allowing customers to book various travel products as per their own convenience and travel needs.

Benefits:

Improved customer service delivery, optimization of fulfillment process, significant improvement in response time to customers and increased customer reach and connect.

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

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL

Employees

The total number of employees as on 31st March, 2017 stood at 698.

There were no employees, who were employed throughout the year and were in receipt of remuneration aggregating Rs. 1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.5 lacs per month or more during the financial year ended 31st March, 2017. The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’ and other similar expressions as they relate to the Company and / or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward -looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

FUTURE PROSPECTS

As per India Aviation Outlook Report for the financial year 2017-18, the domestic air traffic could grow by nearly 25% and approach 130 million passengers in India. The next financial year is expected to be the third consecutive year of domestic growth above 20% but may be tempered by 3-5% because of the impact of demonetization.

The Government of India has granted ‘in-principle’ approval for setting up of 14 Greenfield airports in various parts of the country and has signed an open skies agreement with six countries. These developments should boost passenger traffic to and from India apart from improving connectivity domestically.

The Union Cabinet has given its approval for liberalization, simplification and rationalization of the existing visa regime in India and for incremental changes in the visa policy. This will facilitate entry of foreigners for tourism, business and medical purposes with one single visa. According to a government release, this initiative is expected to stimulate economic growth, increase earnings from export of services like tourism, medical value travel and travel on account of business and to make ‘Skill India’, ‘Digital India’, ‘Make in India’ and other such flagship initiatives of the Government successful.

On behalf of the Board

Place : New Delhi A Rajput J Singh

Date : 22nd April, 2017 Director Director


Mar 31, 2016

The Directors submit their Report for the financial year ended 31st March, 2016.

BUSINESS ENVIRONMENT

Global economic recovery remained, by and large, fragile. Growth in 2015 slowed down to a mere 3.1% as against an already dismal 3.4% in 2014. Projected GDP growth in 2016 is 1.9% in the absence of any major upturn in economic activity.

The Indian economy too witnessed a challenging year and nominal GDP growth at 8.1% declined significantly during the period April 2015 to December 2015 as compared to the 11.4% achieved in the corresponding period in the previous year. There was a marked deceleration in the growth of corporate sales during the year under review. The Index of Industrial Production also grew by a mere 2.6% during the April 2015 to February 2016 period.

Fortunately, the low global crude oil prices and RBI’s monetary policies helped contain inflation within acceptable levels. Economic reforms have not been significant enough to presage any major acceleration in the short term, keeping in mind the weak global economic scenario. The slow pace of economic reforms and the weak global economic scenario do not indicate any major acceleration in the short term. There is a possibility that the rate of inflation might increase during the latter part of 2016-17.

FINANCIAL PERFORMANCE

Your Company recorded an operating income of '' I95.9Icrores (previous year Rs, 180.63 crores) registering 8.46% growth over last year. Other income at Rs, 5.40 crores ( previous year Rs, 2.85 crores) registered a growth of 47.22% as your CompanyRs,s treasury operations continued to focus on deployment of temporary surplus liquidity within a well-defined risk management framework. Pre-tax profits stood at Rs, 19.75 crores ( previous year Rs, 26.21 crores) and post-tax profits at Rs, 12.89 crores (previous year Rs, 18.38 crores) posted a diminishing growth over last year.

During the financial year 2015 -16, your Company earned Rs, 23.82 crores (previous year Rs, 20.0Icrores) in foreign exchange from its Travel, Tours and Car Rental Services. Your Company’s expenditure in foreign currency amounted to '' 0.3Icrores (previous year Rs, 0.27 crores). Details of foreign exchange earnings and outflow are provided in Note 22 to the Financial Statements.

PROFITS, DIVIDEND AND SURPLUS

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

For the year ended

For the year ended

3Ist March, 20I6

3Ist March, 20I5

a.

Profit Before Tax

o

I9,74,72,687

o

26,2I,I3,I72

b.

Tax Expense Current Tax

5,92,70,000

5,47,07,000

Deferred Tax

93,4I,I83

2,36,23,I57

c.

Profit After Tax

I2,88,6I,504

I8,37,83,0I5

d.

Add : Profit brought forward from previous years

I,08,50,96,405

96,67,56,284

e.

Surplus available for appropriation

I,2I,39,57,909

I,I5,05,39,299

Less:

- Depreciation on transition

-

6I,7I,308

to Schedule II of the Companies Act, 20I3 on Tangible Fixed Assets (Net of Deferred Tax ''Nil; 2015: '' 3I,77,742)

[Refer Note 22(vi)]

- Transfer to General Reserve

I,83,78,000

- Proposed Dividend

3,39,76,625

3,39,76,625

- Dividend Distribution Tax on Proposed Dividend

69,I6,96I

69,I6,96I

f.

Balance carried forward to the following year

I,I7,30,64,323

I,08,50,96,405

Your Directors are pleased to recommend a dividend of Rs, 4.25 per Equity Share of Rs, I0/- each for the year ended 3Ist March, 20I6, thereby maintaining last year’s dividend. Total cash outflow in this regard will be Rs, 4.09 crores including Dividend Distribution Tax ofRs, 0.69 crores.

Your Board has not recommended any transfer to General Reserve (previous year Rs, I.84 crores). Consequently, the surplus in the Statement of Profit and Loss as at 3Ist March, 20I6 would stand at Rs, II7.3I crores (previous year Rs, I08.5I crores).

BUSINESS SEGMENTS Air Travel

Global passenger traffic growth for 20I5 showed an increase of 6.5% as compared to 20I4 and is well above the I0-year average annual growth rate of 5.5%. While economic fundamentals were weaker in 2015 compared to 2014, passenger demand was boosted due to lower air fares. As regards domestic air travel, the fall in jet fuel prices has resulted in lower travel costs and hence, Indian domestic passenger traffic grew by 20% in 20I5, mainly in the retail segment.

India is likely to become the third largest aviation market in the world by 2034, according to a forecast by the International Air Transport Association. With a view to achieving better connectivity to remote areas and different regions of the country, the Government has laid down certain route dispersal guidelines. The Government is persuading the State Governments to reduce VAT on aviation turbine fuel (ATF), as also allowing direct import of ATF by Indian carriers as actual users. Participation of foreign airlines up to 49% in the equity of scheduled air transport undertakings is also being permitted.

Despite increase in volume of tickets sold during the year, your Company’s top line revenue was under pressure due to lower tariffs. Obviously, this also affected your Company’s earnings from performance linked bonus (PLBs) by making it tougher to achieve targets.

Your Company received performance excellence awards from Singapore Airlines, Emirates Airlines, Hahn Air and GoAir.

Car Rental Business

During the year, the car rental business across India was disrupted by aggregators. Commencing with retail segments the aggregators have now made a foray into the corporate market. This resulted in increased competition, falling tariffs and diminishing yields for car rental companies.

This segment of business continues to grow with the key demand drivers being the growing middle class, increased need for airport transfers with a growth in flight passengers, up gradation from the usual meter taxis, growth in the number of residential suburbs, increase in the working population, etc. The year also saw the advent of the car sharing concept with smart phone technologies adding to the volume of business.

Despite the increased competition and a tariff war due to the entry and growth of aggregators, the car rental vertical of your Company showed a growth of 8% over the previous year. Your Company maintained and increased its niche client base, making the fleet GPS enabled with multiple levels of tracking and monitoring. Emphasis on safety continued to be the priority. Chauffeur training continued with Hubert Ebner and the Institute of Road Traffic Education for defensive driving and soft skills.

The Travel Safe brand which was launched in the previous year continued on a growth trajectory. This provides corporate customers with a reliable yet affordable option.

During the year, your Company opened boutique offices at Vishakhapatnam and Ahmadabad to provide car rental services to corporate customers, besides starting Hotel Travel Service counters at both the locations. Your Company plans to start operations at other Tier II cities during 2016-17 in order to expand geographically, service the existing customer base better, attract new clients and thus gain market share.

Your Company was awarded the Best Car Rental Company award by Today’s Traveller Awards 20I5.

Forex

Your Company runs a full-fledged money changers (FFMC) business at nine of its IATA offices across India in order to provide a one stop shop for all travel requirements of the tourist. Your Company holds a valid FFMC license issued by the Reserve Bank of India in this regard and the Vadodara IATA branch of the Company is the latest entry into this business.

MICE

Your Company maintained its position in this segment by being the sole official travel partner for many events and has successfully organized several major Meetings, Incentives, Conferences & Events for Associations, Institutions, Government / nongovernment bodies, Heads of State, Ministers and Corporate Houses. The major events organized by your Company were Auto Expo 20I6- The Motor Show, ICAO Symposium, SATTE 2016, ACREX India 2016, 9th Renewable Energy India Show, CPhi India Show, India Wood, Delhi Gems & Jewellery Show and the India Nuclear Energy Show. During the year your Company won the coveted ‘Star Conference Organizer 20I5’ award.

Outbound and Domestic Tourism

Despite the continued depreciation of the Rupee making outbound travel expensive, your Company showed a robust growth in this segment. During the year under review your Company handled 9,000 outbound and domestic travelers with an I8% growth over the previous year. Inter division synergy in your Company was instrumental in generating more business for this segment from the corporate base of Ticketing and Car Rentals.

Your Company continued with joint promotions with Tourism Boards of various countries. The website of the Company was revamped and improved to generate more enquiries and business in this segment.

Your Company is working on providing an online booking system to clients to be able to book hotels and tour packages. The facility of a payment gateway for various services was initiated during the year to ensure safe and secure payment.

Inbound Tourism Scenario

The number of Foreign Tourist Arrivals (FTAs) into India during 20I3, 20I4 and 20I5 were 6.97 million, 7.68 million and 8.03 million respectively. FTAs have seen a 4.4% average growth, which is almost the average growth rate that is being registered the world over.

The introduction of Electronic Tourist Visa (ETV) by the Government of India was a path breaking measure, easing entry formalities for citizens of I50 countries at I6 airports in the country. During 20I5, a total of 4,45,300 ETV holders visited India, indicating the success of the new online process. It is proposed to extend this facility to business travelers as well. Your Company is well poised to benefit from growth in this sector.

The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company’s website at https://www.travelhouseindia.com/ policies/Whistleblower_Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has adopted a CSR policy in the previous year outlining programmes and projects falling within the purview of Schedule VII of the provisions of Section I35 of the Companies Act, 20I3 and the Companies (Corporate Social Responsibility Policy) Rules, 20I4.

The annual report on CSR activities as required under Sections I34 and I35 of the Companies Act, 20I3 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 20I4 and Rule 9 of the Companies (Accounts) Rules, 20I4 is provided in the Annexure forming part of this Report.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 20I3 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

Changes in Directors

Mr Arun Pathak stepped down as a Non-Executive Director of your Company with effect from I5th April, 20I6. Your Directors would like to record their appreciation of the services rendered by him.

Mr Jagdish Singh, on the recommendation of the Nominations

& Remuneration Committee, was appointed by the Board of Directors of the Company (‘the Board’) as an Additional Non Executive Director of your Company on 16th April, 2016. By virtue of the provisions of Article I30 of the Articles of Association of your Company and Section I6I of the Companies Act, 20I3 (‘the Act’), Mr Singh will vacate office at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for appointment. Your Board recommends his appointment.

Appropriate resolution seeking your approval to the aforesaid appointment appears in the Notice convening the Thirty Fifth AGM of your Company.

Retirement by Rotation

In accordance with the provisions of Section I52 of the Act read with Articles I43 and I44 of the Articles of Association of the Company, Mr Jehangir J Ghadiali will retire by rotation at the ensuing AGM of your Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Number of Board Meetings

During the year ended 3Ist March, 20I6, five meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations & Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, as reported last year. The Governance Policy of the Company also, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration and enterprises.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section I49 of the Act and Regulation I6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5.

The Company’s Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided under the section ‘Report on Corporate Governance’ in the Report and Accounts.

Board Evaluation

The Nominations & Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees’ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 read with the Company’s Governance Policy. The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

Key Managerial Personnel

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

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section ‘Board of Directors & Committees’ in the Report and Accounts.

Statutory Auditors

The Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants (SRB), were appointed with your approval at the Thirty Third AGM to hold such office for a period of three years. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of SRB from the conclusion of the ensuing AGM till the conclusion of the Thirty Sixth AGM. The Board, in terms of Section I42 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of SRB for the financial year 20I6-I7. Appropriate resolution in respect of the above appears in the Notice convening the Thirty Fifth AGM of the Company.

Secretarial Auditors

Your Board appointed Messrs PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 3 I st March, 2016. The report of Messrs PB & Associates, Company Secretaries, is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 20I3 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Cause 49 of the Listing Agreement. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section I34 of the Act read with Rule 8 of the Companies (Accounts) Rules, 20I4.

Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company’s website at https://www.travelhouseindia.com/policies/Related_Party.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section I34 of the Companies Act, 20I3, your Directors confirm having: -

a) followed in the preparation of the Annual Accounts the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER INFORMATION

Compliance with conditions of Corporate Governance

The certificate of the Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5, is annexed.

Going Concern Status

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

Extract of Annual Return

The information required under Section I34 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 20I4, is annexed.

Particulars of Loans, Guarantees or Investments

During the year ended 3 I st March, 20I6, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section I86 of the Companies Act, 20I3.

Particulars relating to Conservation of Energy and Technology Absorption

Particulars as required under Section I 34 of the Companies Act, 201 3 relating to Conservation of Energy and Technology Absorption are provided below:

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL. Technology Absorption:

I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc. :

ITH SMART has been commissioned and rolled out across all business locations to ensure sale of multiple products on a single platform with seamless integration into the financial records of your Company.

Benefits:

Improved client servicing flexibility, significant improvement in client response time, and higher level of productivity.

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

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL

Employees

The total number of employees as on 3Ist March, 20I6 stood at 7I3.

The information required under Section I97(I2) of the Companies Act, 20I3 read with Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

The Managing Director of the Company was in receipt of remuneration aggregating '' 60 lakhs or more during the financial year ended 3 I st March, 2016. The information pursuant to Section I97 of the Companies Act, 20I3 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 is detailed below:

Name

Age

Designation / Nature of duties

Gross

Remuneration

o

Qualification

and

Experience (Years)

Date of Commencement of Employment

Previous Employment / Position Held

J J Ghadiali

59

Managing Director

64,78,362/-

Diploma in Hotel Management (37 Years)

I7 February 2008

General Manager, Park Sheraton

On behalf of the Board

Place : New Delhi J J Ghadiali J Singh

Date :16th April, 2016 Managing Director Director


Mar 31, 2015

Dear Members,

The Directors submit their Report for the financial year ended 31st March,2015.

FINANCIAL PERFORMANCE

Your Company posted yet another year of steady results, recording an operating income of Rs. 180.63 crores (previous year Rs. 171.71 crores) registering a 5.2% growth over last year. Pre-tax profits stood at Rs. 26.2lcrores (previous year Rs. 26.08 crores) and post-tax profits at ^ 18.38 crores (previous year Rs. 18.11 crores) posted a marginal growth over last year.

During the financial year 2014-15, your Company earned Rs. 20.01 crores (previous year Rs.I3.33 crores) in foreign exchange from its Travel,Tours and Car Rental Services.Your Company''s expenditure in foreign currency amounted to Rs. 0.27 crores (previous year Rs. 0.28 crores). Details of foreign exchange earnings and outflow are provided in Note 22 to the

Financial Statements. During the year, your Company''s treasury operations continued to focus on deployment of temporary surplus liquidity within a well-defined risk management framework.

Profits, Dividend and Surplus

The financial results ofyour Company, summarised, are as under:

For the year ended For the year ended 31st March, 2015 31st March, 2014

a. ProfitBeforeTax 26,21,13,172 26,07,93,743

b. Tax Expense

Current Tax 5,47,07,000 8,39,13,000

Deferred Tax 2,36,23,157 (41,94,485)

c. Profit After Tax 18,37,83,015 18,10,75,228

d. Add: Profit brought forward from previous years 96,67,56,284 84,35,40,008

e. Surplus available for appropriation 1,15,05,39,299 1,02,46,15,236

Less:

- Depreciation on transition to 61,71,308 - Schedule II ofthe Companies Act, 2013 on Tangible Fixed Assets (Net of Deferred Tax Rs 31,77,742)

[Refer Note 22(vi)]

- Transfer to General Reserve 1,83,78,000 1,81,08,000

- Proposed Dividend 3,39,76,625 3,39,76,625

- Dividend Distribution

Tax on Proposed Dividend 69,16,961 57,74,327

f. Balance carried forward to the following year 1,08,50,96,405 96,67,56,284

Your Directors are pleased to recommend a dividend of Rs. 4.25 per Equity Share ofRs. 101- each for the year ended 31st March, 2015, thereby maintaining last year''s dividend.Total cash outflow in this regard will be Rs. 4.09 crores (previous year Rs. 3.98 crores), including Dividend Distribution Tax of Rs. 0.69 crores (previous year Rs. 0.58 crores).

Your Board further recommends a transfer to General Reserve of Rs.1.84 crores (previous year Rs. 1.81 crores). Consequently,the surplus in the Statement of Profit and Loss as at 31st March, 2015 would stand at Rs. 108.51 crores (previous year Rs.96.68 crores).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on Corporate Social Responsibility activities as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in theAnnexure forming partofthis Report.

DEPOSITS

Your Company has not accepted any deposits from the public / members under Section 73of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014 during the year.

DIRECTORS

Changes in Directors

Messrs Anil Baijal,Homi Phiroze Ranina, Krishan LalThapar and Ms Sudha Pillai were appointed by the Members with effect from 10 September 2014 as Independent Directors ofthe Company under Section 149 ofthe Companies Act, 2013.

Mr Chandrasekhar Subrahmoneyan stepped down as a Non-Executive Director of your Company with effect from 28th January, 2015. Your Directors would like to record their appreciation ofthe services rendered by him.

Mr Arun Pathak was appointed as an Additional Non- Executive Director of your Company on 28thjanuary, 2015. By virtue of the provisions of Article 130 of the Articles of Association of your Company and Section 161 of the Companies Act, 2013, Mr Pathak will vacate office at the ensuing Annual General Meeting and being eligible, offers himself for appointment. Your Board recommends his appointment.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Articles 143 and 144 of the Articles of Association of the Company, Mr Nakul Anand will retire by rotation at the ensuing Annual General Meeting (''AGM'') of your Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

Number of Board Meetings

During the year ended 31st March,2015,four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations & Remuneration Committee of the Board approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules thereunder, both in respect of Independent Directors and other Directors as applicable.The criteria inter alia requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company''s business.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewerthan three normore than twelve.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the members or provided under any statute. One third of the Directors who are liable to retire by rotation retire every year and are eligible for re-appointment.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the Listing Agreement with Stock Exchanges.

The Company''s Policy relating to remuneration of Directors, Key Managerial Personnel and other employees is provided under the section ''Report on Corporate Governance'' in the Report and Accounts.

Board Evaluation

The Nominations & Remuneration Committee has approved the Policy on Board evaluation, evaluation of Board

Committees'' functioning and individual Director evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Agreement read with the Company''s Corporate Governance Policy.The parameters for Board performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, thus assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity.The Board was briefed on functioning of Board Committees by the respective Committee Chairman.

Key Managerial Personnel

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

AUDIT COMMITTEE & AUDITORS

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

StatutoryAuditors

The Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants (SRB), were appointed with your approval at the Thirty Third AGM to hold such office for a period of three years.The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee has recommended for the ratification of the Members the appointment of SRB, from the conclusion of the ensuing AGM till the conclusion of theThirty FifthAGM.The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee has also recommended for the approval ofthe Members the remuneration ofSRB, forthe financial year 2015-16. Appropriate resolution in respect of the above is appearing in the Notice convening theThirty FourthAGM ofthe Company.

Secretarial Auditors

Your Board, during the year, appointed Messrs Chandrasekaran Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2015. The Report of Messrs Chandrasekaran Associates, Company Secretaries, in terms of Section 204 of the Act, is provided in the Annexure forming part of this Report.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties entered into or modified during the financial year were on an arm''s length basis and in the ordinary course of business. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules,2014.

"four Company''s Policy on Related PartyTransactions,as adopted by your Board, can be accessed on the Company''s website at https://www.travelhouseindia.com/policies/Related_Party.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) ofthe CompaniesAct,20l3, your Directors confirm having: -

a) followed in the preparation of the Annual Accounts the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on agoing concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively;and

f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER INFORMATION

Compliance with Clause 49 ofthe Listing Agreement Corporate Governance

The certificate of the Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement with the Stock Exchanges in India,is annexed.

Going Concern Status

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

Extract of Annual Return

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

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2015 the Company has neither given any loan or guarantee nor has it made any investment under the provisions of Section 186 of the Companies Act, 2013.

Particulars relating to Conservation of Energy and TechnologyAbsorption

Particulars as required under Section 134 ofthe Companies Act, 2013 relating to Conservation of Energy and Technology Absorption are provided below:

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL

Steps taken by the Company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment:NIL. TechnologyAbsorption:

I) Efforts, in brief, made towards technology absorption and benefits derived as a result ofthe above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc:

ITH Smart has been commissioned and rolled-outacross all business locations to ensure sale of multiple products on a single platform with seamless integration into the financial records of your Company.

Benefits:

Improved client servicing flexibility, significant improvement in client response time, and higher level of productivity.

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

A) Details of technology imported - NIL

B) Year of import -NIL

C) Whetherthe technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place,and the reasons therefore - NIL

III) Expenditure incurred on research and development- NIL Employees

The total number of employees as on 31 st March,2015 stood at 714.

There were no employees who were employed throughout the year and were in receipt of remuneration aggregatingRs. 60 lakhs or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 5 lakhs per month or more during the financial year ended 31st March, 2015. The information required under Section 197(12) of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FUTURE PROSPECTS

The commencement of issuance of visas after electronic clearance by the Indian government has gone a very long way in easing the problems associated with obtaining an Indian visa and already a large number of travellers are availing of this facility. As awareness of this facility spreads and as more countries get covered under its ambit, this scheme is expected to encourage inbound tourists to a great extent.The response so far is already most encouraging.

While a short term spurt in growth is unlikely since it takes time for reforms to translate into capital investment and increased employment and production, the government''s ''Make in India'' programme is certainly sending out positive signals and before long is expected to encourage inbound travel by international corporates looking at the possibility of setting up Joint Ventures in India. As the Indian economy accelerates, the market for travel and hospitality services is expected to grow robustly offering good growth prospects for your Company.Your Company is distinctly poised to take advantage of emerging trends as soon as economic indices start improving.

On behalf of the Board

Jehangir J Ghadiali Arun Pathak Managing Director Director

Place: New Delhi Dated: 22nd July, 2015


Mar 31, 2013

The Directors submit their Report for the financial year ended 31st March, 2013.

Financial Performance

Your Company recorded an operating income of Rs. 164.33 crores registering a 1% negative growth over last year. Pre and post tax profits decreased by over 6% to Rs. 25.91 crores and Rs. 17.92 crores respectively. Your Company earned Rs. 13.23 crores in foreign exchange and utilised foreign exchange of Rs. 0.38 crores. Details of foreign exchange earnings and outgo are provided in Note 20 to the Financial Statements.

Despite negative growth, your Directors are pleased to recommend a dividend of Rs. 4.25 per Equity Share of Rs. 10/- each for the year ended 31st March, 2013, thereby maintaining last year''s dividend and involving a cash outflow of Rs. 3.98 crores, including Dividend Distribution Tax of Rs. 0.58 crores. Your Board further recommends a transfer to the General Reserve of Rs. 1.79 crores. Consequently, your Board recommends leaving an unappropriated balance in the Statement of Profit & Loss of Rs. 84.35 crores (previous year Rs. 72.20 crores).

Business Environment

Domestic air travel grew an encouraging 18.7% in 2010 and 8% in 2011 but during the calendar year 2012 air traffic declined sharply by nearly 4% year on year.

Pressure on profitability, increasing input costs, regulatory uncertainty, a sluggish Indian economy and a difficult global environment continued to put pressure on India''s airlines. Despite a shortage of seat capacity and soaring fares, most airlines continued to be in poor fiscal health.

India''s GDP growth fell to 5%, the lowest in a decade. The slowdown in the pace of growth is largely attributable to weakness in Industry which grew by only 3.1% during the year and a 6.6% deceleration in the pace of growth in the Services sector – the key driver of economic growth over the past few years. The uncertain global economy has eventually had an effect on the Indian corporate sector, reflected by a slowdown in the rate of growth and a consequent exercise of prudence and caution concerning expenditure. The Index of Industrial Production (IIP) has been showing a decline in most months of the financial year under consideration. Hyper inflation continues to be a major cause for concern.

Globally too, the overall economic picture continued to be gloomy and unpredictable.

Business Operations

Despite the challenging economic conditions and de- growth in domestic travel your Company maintained its aggressive stance in the marketplace to garner its rightful share of the shrinking pie.

Your Company''s consolidated billing grew by Rs. 100.20 crores, an increase of 14.28% over the previous year. Individual business verticals which contributed to the billing were corporate travel, meetings incentives conventions exhibitions (MICE) and outbound holidays. Transport services suffered a negative growth of 4% over the previous year mainly due to a fall in car rental billings.

Significant inflationary pressure on the cost of fuel and other inputs resulted in operating expenses going up by 8.84% over the previous year. When coupled with diminishing margins, this led to erosion in the profitability of various segments of your Company''s business.

Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorption.

Your Company continues to pursue and invest in its strategy of creating a best-in-class technology platform to deliver a differentiating experience to the customer while ensuring uniformity of work processes at its multiple locations.

Phase I of your Company''s project for creating a sophisticated IT based integrated platform progressed well during the year and a few modules are up and running while others are at an advanced stage of development. This platform, once fully implemented, shall radically transform the manner in which your Company conducts its business.

Awards & Recognition

Your Company received Performance Excellence awards from Singapore Airlines, British Air, Lufthansa German Airlines and Air Mauritius.

Human Resource Development

Recognising the fact that in today''s world dedicated and skilled manpower is a scarce commodity, your Company''s commitment to nurturing and retaining talent continues unabated. The total number of employees as on 31st March, 2013 stood at 747.

The satisfactory results shown by your Company in these trying times are because of the sincere and concerted efforts of all your Company''s employees and your Directors place on record their sincere appreciation of these efforts during the year under review.

Directors

The Board of Directors at its meeting held on 6th February, 2013, reappointed, subject to the approval of the Members, Mr Jehangir J Ghadiali as the Managing Director of the Company for a period of two years effective 17th February, 2013. The resolution seeking your approval to such appointment appears in the Notice convening the 32nd Annual General Meeting of the Company.

In accordance with the provisions of Article 143 and 144 of the Articles of Association of the Company, Mr Krishan Lal Thapar, Mr Om Prakash Vaish and Mr Homi Phiroze Ranina will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment. The Board has recommended their re-appointment.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The Company''s Auditors, Messrs S R Batliboi & Associates LLP, Chartered Accountants (earlier known as Messrs S R Batliboi & Associates), retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates LLP confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is annexed.

The Audit Committee of the Company reviewed the Financial Statements for the year under review at its meeting held on 25th April, 2013 and recommended them for the approval of the Board of Directors.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards with proper explanation relating to material departures if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy has slowed down and is not expected to show a GDP growth of more than 5% during 2013-14. At the same time, inflation will probably continue to be a matter of concern.

Meanwhile, the economic problems in the Eurozone are far from over. The shadow of this uncertainty is unlikely to recede during the coming financial year.

Domestic air fares are likely to be higher by about 5- 10% and could result in a further slowdown in air travel.

Outbound traffic from India continues to show a healthy growth with some 15.5 million Indians travelling abroad during the past year. According to the World Tourism Organisation, India''s annual outbound traffic should touch 50 million persons by 2020 and account for an annual spend of approximately US$ 28 billion by then. Naturally, a fair share of this would be on account of corporate travel and incentive tours, where your Company is well represented.

From a long term perspective, on one hand, the Indian economy continues to have a great potential for growth and on the other, the travel and tourism industry has been recognised as having the fastest growth rate in the world. Your Company is distinctly poised to take advantage of emerging trends as soon as economic indices start improving. Many Indian states have commenced efforts to improve their tourism infrastructure and this is likely to have beneficial effects before long.

During 2013-14 your Company shall roll out Phase I of the IT based technology platform (ITH SMART) across all its operational branches. Phase II of the programme, which comprises of the self-booking tool would be available for your Company''s customers towards the end of the year. Based upon this, an integrated platform for distributing your Company''s services to retail and individual customers would be developed. This would ensure that your Company continues to occupy its rightful place as a major player in the Industry and is able to exploit future growth opportunities.

On behalf of the Board

Jehangir Jal Ghadiali

Chandrasekhar Subrahmoneyan Managing Director Director

Place : New Delhi

Dated : 25th April, 2013


Mar 31, 2012

The Directors submit their Report for the financial year ended 31st March, 2012.

Financial Performance

Your Company recorded an income of Rs. 163.09 crores registering an 11.65% growth over last year. Pre-tax profits increased by 9.50% to Rs.27.76 crores while Post- tax profits at Rs. 19.06 crores registered a growth of 14.06%. Your Company earned Rs.10.51 crores in foreign exchange and utilised foreign exchange of Rs.0.38 crores. Details of foreign exchange earnings and outgo are provided in Notes 25 and 26 to the Financial Statements. Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorption.

Your Directors are pleased to recommend a dividend of Rs.4.25p per Equity Share of Rs.10/- each for the year ended 31st March, 2012, involving a cash outflow of Rs.3.95 crores including Dividend Distribution Tax of Rs.0.55 crores. Your Board further recommends a transfer to the General Reserve of Rs.1.90 crores (previous year Rs.1.67 crores). Consequently, your Board recommends leaving an unappropriated balance in the Statement of Profit and Loss of Rs.72.20 crores (previous year Rs.59 crores).

Business Operations

Forecasts of India's GDP growing at 8% were belied and the country eventually achieved around 7.2%. The ambiguity in global oil markets has worsened inflation edginess in India, which imports three-quarters of its oil.

The global economy continued to be on a rocky footing and failed to stabilise. According to the IMF, economic recovery in the United States gained a little traction and dangers from Europe receded a bit, but risks remain elevated and the gains are very fragile.

Your Company continued to compete aggressively to acquire additional business while maintaining stringent fiscal discipline so as to improve margins.

Car Rental business showed good results during the year under review. The process of fleet modernisation continued. Further, GPS devices were installed in part of the fleet as a pilot measure and the process is underway to cover rest of the identified cars in the fleet. This step is expected to go a long way in ensuring higher safety for clients as also better operational control over the vehicles.

Domestic air travel has shown a 16.6% year on year growth during the calendar year 2011. This is somewhat lower than the growth of 18.7% in 2010 but is still fairly impressive by global standards. In the latter part of the year, Kingfisher Airlines woes resulted in a shrinking of the number of airline seats on offer and the resultant increase in air fares had a somewhat inhibiting effect on growth of traffic volumes. Despite these problems your Company demonstrated a healthy growth in earnings in this segment.

Economic uncertainty negatively affected the Meetings Incentives Conventions Exhibitions (MICE) segment during the year under review. However, your Company had been appointed as the Official Travel Partner and PCO in India by several important international conference organisers. Once the global economy stabilises, these linkages are expected to generate significant results.

The segment of outbound corporate incentives also developed satisfactorily with your Company sending more than 3300 persons on incentive trips to foreign countries during the year.

In line with your Company's vision for creating a sophisticated IT based integrated platform, Phase I of the project has been launched and implementation is progressing well. This platform, through consolidation of multiple points of sale across various locations and verticals, shall offer your Company's customers enhanced product and service delivery. Simultaneously, through greater management controls, more fiscal checks, and greater integration of functions, this platform when fully implemented, shall radically transform the manner in which your Company conducts its business.

Awards & Recognition

Your Company received Performance Excellence awards from Lufthansa German Airlines, Hahn Air, Austrian Airlines, Continental Airlines, United Airlines, Air Canada, Air Mauritius and Go Air.

Human Resource Development

Your Company continued to nurture and retain talent considering it a vital ingredient for success.

The impressive results shown by your Company are a direct result of the sincere and concerted efforts of all your Company's employees and your Directors place on record their sincere appreciation of these efforts during the year under review.

Directors

In accordance with the provisions of Article 143 of the Articles of Association of the Company, Mr Jehangir Jal Ghadiali, Mr Anil Baijal and Mr Chandrasekhar Subrahmoneyan will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 2I7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The Auditors, Messrs S R Batliboi & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates confirming compliance of conditions of

Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed.

The Audit Committee of the Company reviewed the Financial Statements for the year under review at its meeting held on 27th April, 2012 and recommended them for the approval of the Board of Directors.

Clause (xxi) in the Annexure to the Auditors Report has been adequately explained in Note 31 to the Financial Statement which is self explanatory.

Directors Responsibility Statement

As required under Section 2I7 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy is expected to continue showing a GDP growth of about 7% during 2012-13. However, inflation is likely to continue as a source of worry.

Meanwhile, the economic problems in the Eurozone are far from over. The shadow of this uncertainty is unlikely to recede during the coming financial year.

Domestic air fares are likely to be higher by about 5% and could result in a marginal slowdown in the rate of growth to about 15% as against the 16.6% for 2011-12.

Outbound traffic from India also continues to show a healthy growth with over I4 million Indians travelling abroad during the past year. According to the World Tourism Organisation, India's annual outbound traffic should touch 50 million persons by 2020 and account for an annual spend of approximately US$ 28 billion by then. Naturally, a fair share of this would be on account of corporate travel and incentive tours.

During 2012-13 your Company shall be implementing Phase II of the programme for an IT based integrated platform, thus ensuring that through adoption of state- of-the-art travel technology your Company continues to occupy its rightful place as a major player in the Industry and is able to exploit future growth opportunities.

On behalf of the Board

Jehangir Jal Ghadiali Chandrasekhar Subrahmoneyan

Managing Director Director

Place : New Delhi

Dated: 27th April, 2012


Mar 31, 2011

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2011

The Directors submit their Report for the financial year ended 31st March, 2011.

Financial Performance

Your Company recorded an income of Rs.146.07 crores (previous year Rs.108.16 crores) registering a 35% growth over last year. Pre-tax profits increased by 49% to Rs.25.35 crores while Post-tax profits at Rs.16.71 crores registered a growth of 49%. Your Company earned Rs.9.35 crores in foreign exchange and utilised foreign exchange of Rs.0.04 crores. Details of foreign exchange earnings and outgo are provided in Schedule 18 to the Accounts. Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorptions.

Your Directors are pleased to recommend a dividend of Rs.3.80 per Equity Share of Rs.10/- each for the year ended 31st March, 2011, involving a cash outflow of Rs.3.53 crores including Dividend Distribution Tax of Rs.0.49 crores. Your Board further recommends a transfer to the General Reserve of Rs.1.67 crores (previous year Rs.1.13 crores). Consequently, your Board recommends leaving an unappropriated balance in Profit & Loss Account of Rs.59 crores (previous year Rs.47.49 crores).

Business Operations

Despite a high rate of inflation, the economy showed a healthy GDP growth of 8.5%. This was encouraging in view of the slow recovery of global markets resulting in a weakened Dollar and Euro. Many of the source markets continue to face economic crises.

The aggressive competitive posture and stringent fiscal discipline adopted by your Company over the last two years paid off through the acquisition of significant new business as well as improved margins.

Our Car Rental business performed extremely well during the year under review. The process of fleet modernisation continued apace.

In the MICE segment last year's progressive trend was carried forward and this vertical of your Company showed encouraging growth in net income over the previous year. Your Company was appointed as the Official Travel Agent for nine conferences during the year. The segment of outbound corporate incentives also developed satisfactorily with your Company sending as many as 5,000 persons on incentive trips to foreign countries during the year under review.

Work on the project to develop an integrated IT platform for your Company's various verticals has proceeded satisfactorily as planned and will proceed to the next phase.

Awards & Recognition

Your Company received Performance Excellence awards from Lufthansa German Airlines, Hahn Air, Thai Airways International and Go Air.

Human Resource Development

Your Company continued to nurture and retain talent considering it a vital ingredient for success. The impressive results shown by your Company are a direct result of the sincere and concerted efforts of all your Company's employees and your Directors place on record their sincere appreciation of these efforts during the year under review.

Directors

In accordance with the provisions of Article 143 of the Articles of Association of the Company, Mr Nakul Anand, Mr Anil Rajput and Mr H P Ranina will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Particulars of Employees

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The Auditors, Messrs S R Batliboi & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 2nd May, 2011 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having :

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) 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 at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy is expected to continue showing a growth of about 8% during 2011-12.

Domestic air travel has shown an 18.7% growth during the calendar year 2010. In anticipation of this growing trend, various Indian carriers have recently ordered a total of 48 new aircraft. It has been estimated that by 2014, domestic airline passengers in India should grow to 69 million from the current level of about 50 million annually.

Outbound traffic from India also continues to show a healthy growth with over 12 million Indians travelling abroad during the year under review. This presents an area of opportunity to your Company.

The significant number of new corporate clients added during the year should start generating healthy turnover volumes during the coming months.

Your Company has recently become a member of the worldwide Global Star Travel Management network, which will enable it to extend its reach globally and not only render better service to outbound clients but also enable effective servicing of multinational / global clients as per global standards.

Global Star customers receive consistent service wherever they travel, because partners are bound by a common code of conduct, technology standards, global account management and service level agreements.

Your Company has been appointed as the Official Travel Partner and Professional Conference Organiser in India by several important international conference organisers.These linkages are expected to generate continuing business during the coming years and have already started producing encouraging results.

The recent unprecedented natural disaster in Japan has dented what was for India an important source of both leisure and corporate business. Further, the possible impact of the economic crises in Spain, Greece, Italy, Portugal, Ireland and Iceland on the rest of Europe and the Eurozone necessiates close watching.

During the year, considerable progress has been made in completing the groundwork for the proposed sophisticated IT based integrated platform. During 2011-12 your Company shall be putting these systems in place and begin making them operational. Once implemented, this platform should go a long way in making your Company contemporary, customer-focussed and competitive and radically transform the manner in which it conducts its business.

On behalf of the Board

Jehangir J Ghadiali S C Sekhar

Managing Director Director

Place : New Delhi

Dated : 2nd May, 2011


Mar 31, 2010

The Directors submit their Report for the financial year ended 31st March, 2010.

Financial Performance

Your Company recorded an income of Rs. 108.16 crores (previous year Rs. 103.96 crores) registering a 4% growth over last year. Pre-tax profits at Rs. 17 crores and post-tax profits at Rs. 11.29 crores registered a growth of 26% and 38% respectively over last year. Your Company earned Rs. 8.16 crores in foreign exchange and utilised foreign exchange of Rs. 0.12 crores. Details of foreign exchange earnings and outgo are provided in Schedule 19 to the Accounts.

Your Directors are pleased to recommend a dividend of Rs. 3.25p per Equity Share of Rs. 10/- each for the year ended 31st March, 2010, involving a cash outflow of Rs. 3.04 crores including Dividend Distribution Tax of Rs. 0.44 crores. Your Board further recommends a transfer to the General Reserve of Rs. 1.13 crores (previous year Rs. 0.82 crores). Consequently, your Board recommends leaving an unappropriated balance in Profit & Loss Account of Rs. 47.49 crores (previous year Rs. 40.36 crores).

Directors

The Board of Directors at its meeting held on 29th January, 2010, reappointed, subject to the approval of the Members, Mr Jehangir J Ghadiali as the Managing Director of the Company for a period of three years effective 17th February, 2010. The resolution seeking your approval to such appointment appears in the Notice convening the 29th Annual General Meeting of the Company.

In accordance with the provisions of Article 143 of the Articles of Association of the Company, Mr S C Sekhar, Mr K L Thapar and Mr O P Vaish will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Particulars of Employees

The Particulars of Employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed to the Report of the Directors. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The Annexure is also available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting.

Auditors

The Auditors, Messrs S R Batliboi & Associates, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Other Information

The certificate of the Auditors, Messrs S R Batliboi & Associates confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 4th May, 2010 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) 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 at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

Future Prospects

The Indian economy having shown commendable resilience in the face of global recession has positive implications for your Company. A growing economic environment continues to provide healthy growth opportunities for corporate travel, conventions and incentive business, domestic car rentals and outbound travel.

The Commonwealth Games later in 2010 could also offer some opportunities, particularly for the car rental business.

Your Company has been appointed as the Official Travel Partner and PCO in India by several important international conference organisers. These linkages are expected to generate continuing business during the coming years.

In order to stay relevant in a changing and competitive environment, your Company is putting in place, over the next two years, sophisticated IT based systems. These systems when fully operational would integrate all verticals of your Companys businesses on a common platform and thereby give greater synergy, coordination and increase competitiveness, helping to achieve our corporate vision of evolving as the "Preferred Integrated Travel & Tourism Service Provider".

On behalf of the Board

Place : New Delhi Jehangir J Ghadiali S C Sekhar Dated : 4th May, 2010 Managing Director Director

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