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International Travel House Ltd.
BSE CODE: 500213   |   NSE CODE: NA   |   ISIN CODE : INE262B01016   |   03-May-2024 Hrs IST
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March 2015

REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

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

BUSINESS ENVIRONMENT

The year 2014 saw only modest global economic growth. The International Monetary Fund (IMF) estimated world output growth during the year 2014 at 3.4%, the same as in the year 2013. The USA posted a strong annualised growth of 4% in the last three quarters of 2014. The Eurozone showed a recovery to marginal growth in comparison to a de-growth in 2013. The rest of the world slowed down further. Prospects for the year 2015 also appear rather modest with the IMF projecting global GDP growth at 3.5%, going up to 3.6% in 2016.

The economic scenario in India too remained challenging during the year with the new CSO data pegging GDP growth at 7.4% being marginally better than the previous year's performance of 6.9%. There, however, appears to be a divergence between the reported growth rates and economic activity visible on the ground. Inflation (CPI) was reined in to some extent at about 6.4% although it started inching up once again in the last quarter of the year to touch 6.6%. Against the US Dollar the Indian Rupee fell during the latter part of the year from around Rs. 62/- to almost Rs. 64/-. Easing of global petroleum prices brought relief to the Indian economy.

According to the Reserve Bank of India, the GDP is expected to grow by 7.9% in 2015-16, a very marginal increase over the previous year and far below desired levels, given the country's potential.

According to the World Travel & Tourism Council (WTTC), travel industry's contribution to global GDP is forecast to grow by 3.7% and employment by 2.6%. This demonstrates the sector's enduring ability to generate economic growth and create jobs at a faster rate than the global economy. Indian tourism also got a thumbs up from WTTC, which has forecast that by the end of 2015, the travel and tourism sector will contribute 7% of India's GDP and 37.4 million jobs, almost 9% of total employment.

The new government undertook various policy measures to support its 'Make in India' programme. However, it is too early to say whether these measures are adequate and would bring the desired results.

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. 26.21crores (previous year Rs. 26.08 crores) and post-tax profits at Rs.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.13.33 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.

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, 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).

BUSINESS SEGMENTS

Air Travel

Indian domestic air passenger traffic grew by 9.7% in 2014. Two new airlines have started operating in domestic skies. The Ministry of Civil Aviation has granted approval to six new domestic airlines to fly as national / regional operators. Foreign airlines are bringing a higher number of business class seats in their flights to India on growing demand as positive sentiment returns to the country's economy. In line with global trends low cost carrier capacity penetration in India during the financial year 2014-15 was over 60%.

During the year your Company managed to maintain its business volume despite increased competition and reduced earnings on lower airfares in line with falling oil prices in the latter part of the year. Your Company's sales effort to focus on small and medium sized clients and other pro-active measures to curtail input costs bore fruit and business volume was maintained.

Your Company's association with GlobalStar Travel Management network since 2011 has enabled it to expand its reach globally. Your Company's quality service offering to multinational / global clients as per global standards is well appreciated and business volume has grown over the years. Your Company has set up the facility of self-booking tools to a few clients on a pilot basis and has received a good response. Evaluations are in progress for suitable extensions to other clients.

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

Your Company operates its travel business from 10 licenced IATA locations and over 100 on-site locations across the country, catering to over 500 corporate customers.

Car Rental Business

This business across India, continues to be largely in the hands of the unorganised sector. Your Company is one of the few professionally managed companies engaged in this field. Your Company differentiates itself from other players in terms of national presence, better quality service, reliable and trained chauffeurs, large and varied fleet size and safety of passengers.

In the last few years several international and national players and taxi aggregators have entered the car rental market and have penetrated the market in major cities offering varied services to clients, be it a chauffeur driven car or radio taxi, increasing the competition in this segment. In this scenario, the safety of passengers, particularly ladies, when utilising car rental services within India has repeatedly been attracting attention of the operators, regulatory authorities, mass media and the public at large. Your Company has responded to such concerns by instituting robust safety measures like making all company-owned cars GPS enabled with central tracking. An emergency button has also been installed in each vehicle in close proximity to the passenger, which when pressed will immediately raise an alarm at the central control cell. Furthermore, the Car Rentals Division has appointed a couple of lady chauffeurs on a pilot basis and hopes, over time, to enlarge this team. Professional training of drivers continues as a core imperative for your Company. All chauffeurs undergo comprehensive training on defensive driving from the Hubert Ebner Institute before becoming operational with refresher training once every two years.

Keeping in view that corporate car rental customers look for affordable yet reliable and safe chauffeur driven cars for hire, your Company conceived and launched in July 2014 the Travel Safe brand. These cars are being sourced from empanelled independent car vendors. They are however managed and audited by your Company's existing infrastructure. The current inventory of the TravelSafe brand comprises hatchback and economy sedan categories and is currently operational at Delhi NCR, Chandigarh, Mumbai, Pune, Vadodara, Ahmedabad, Kolkata, Siliguri, Hyderabad, Bengaluru and Chennai. Within nine months of its launch, TravelSafe has grown and attained a fleet of over a hundred cars and a sales revenue of over Rs. 5 crores.

Your Company, in order to support its growing client base and enlarge its footprint across India, has decided to open offices at Visakhapatnam and Ahmadabad. Both these cities have rapidly emerged as mini-metros and promise considerable business potential for your Company. Both offices are expected to become operational during 2015-16.

Forex

Your Company runs a full-fledged money changers (FFMC) business in 8 of its IATA offices across India and holds a valid licence issued by the Reserve Bank of India.

MICE

The MICE sector in India continues to grow and an increasing number of international exhibitions and conventions are being held at various locations in India despite limited convention facilities. Your Company was the Sole Official Travel Partner in 14 major exhibitions held in India during the year.

Outbound Tourism

Despite the depreciation in the value of the Indian Rupee, over 16 million Indians travelled overseas during the year. In recent years Indian tourists have become more adventurous and have started expanding their trips to cover many hitherto unconventional destinations.

In 2014-15 your Company handled 7,000 outbound travellers, a 10% growth over the previous year. Your Company has entered into joint promotion agreements with the Tourism Authority of Thailand and the Malaysia Tourism Board. Your Company has also tied up with one of the world's leading organisations offering escorted tours, Cosmos & Globus Vacations, thereby enlarging its portfolio of products for Indian tourists visiting Europe and North America.

Inbound Tourism Scenario

According to the UNWTO World Tourism Barometer, international tourist arrivals worldwide are projected to grow by 3.8% during the period 2010-2020. As against this, Foreign Tourist Arrivals (FTA) into India grew by 10.6% in 2014 to touch 7.73 million. This growth was assisted by the Evisa clearance scheme where the Government of India took landmark steps last year to make the visa regime much friendlier. The e-Tourist Visa Scheme was launched on 27

November 2014 initially for 45 countries and later extended to a further 31 countries effective 1 May 2015. It now facilitates nationals of 76 countries to travel to India as tourists for periods not exceeding 30 days. It is planned to eventually cover 150 countries, in stages, during the current financial year.

The Government of India wants to make the country an attractive tourist destination so that its share in world tourist arrivals rises to 2% by 2025 from the present 0.68%, according to a recently released draft of the National Tourism Policy.

Your Company is a one-stop-shop for all travel needs, ranging from airline tickets and hotel bookings to foreign exchange and assistance with visas and is well poised to benefit from growth in the travel sector.

Technology plays a key role in travel and tourism sector across the world. In continuation of your Company's quest for a best-in-class technology, your Company's proprietary Seamless Multiple Application & Reservation Tool (ITH SMART), the internally developed web-based reservations and transactions platform, was rolled out across 10 Travel Related and 16 Car Rental branches as well as 15 Hotel Travel Counters. ITH SMART has been integrated with your Company's back-office systems, generating significant efficiencies.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

Your Company's Corporate Governance Policy guides the conduct of affairs and clearly defines the roles, responsibilities and authorities at each level of its three tiered governance structure. The ITH Code of Conduct requires the management to be honest and conduct business ethically to ensure strict compliance with all applicable laws and regulations.

Both the above policies have been widely communicated across the organisation and provide the foundation for Internal Financial Controls with reference to the Companys 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 and Systems Policies that apply to the entity as a whole and 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 business specific policies and Standard Operating Procedures (SOPs) that have been established for individual businesses.  

Your Company uses IT Systems as a business enabler and also to maintain its Books of Account. The SOPs in tandem with the Information Management Policy reinforces the control environment. Systems, SOPs and controls 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 the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

RISK MANAGEMENT

Your Company continues to focus on a systems-based approach to business risk management. Backed by strong internal control systems, the current Risk Management framework consists of the following key elements:

- The Corporate Governance Policy approved by the Board clearly lays down the roles and responsibilities of the various entities in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter alia, provide the foundation for your Company's Risk Management Policy that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across your Company and independent monitoring and reporting by Internal Audit.

- The Risk Assessment and Management Cell, through focused interactions with businesses, facilitates the identification and prioritisation of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks.

- A combination of centrally issued policies and evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed.

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

- An independent Internal Audit function at the Corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened.

The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Review Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

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

The combination of policies and processes as outlined above adequately addresses the various risks associated with your Company's businesses.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary concomitant 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 inter alia provides assurance 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 audit assurances meeting high standards. 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 receive focused attention of the Internal Audit team.

The Audit Committee of your Board met five times during the year. The Terms of Reference of the Audit Committee inter alia 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.

HUMAN RESOURCE DEVELOPMENT

Your Company draws its strength from a highly engaged and motivated workforce whose collective commitment has enabled your Company to maintain its steady performance. Your Company's Human Resource policies and procedures have evolved to stay ahead with the dynamic business environment and have enhanced organisational agility to remain compliant with the changing regulatory requirements. With an undying commitment to render delightful services, your Company's employees consistently work towards delivering flawless performance and are continuing to delight your Company's customers in terms of fulfilling their travel needs.

Your Company has assiduously built a culture of talent retention and has relentlessly endeavored to bring out the best in all your people, allowing them to realise their full potential. The robust and mature talent management processes have helped create a performance driven environment, with a view to duly reward performers and also to provide ample opportunities for their career growth.

Your Company strongly believes that human capital is the greatest asset and key differentiator. As an employer of choice, your Company is committed towards flourishing and nurturing the talent pool.

The Company provides a gender friendly workplace and no case of sexual harassment was reported during the year. The Company has put in place a Grievance Redressal Procedure and an Internal Complaints Committee to ensure that grievances in this regard, if any, are effectively addressed.

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 victimised or harassed for bringing such incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Whistleblower Policy i s av a i l a b l e o n t h e C o m p a ny ' s we b s i t e a t https://www.travelhouseindia.com/policies/Whistleblower _Policy.pdf

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 the Annexure forming part of this 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 Lal Thapar and Ms Sudha Pillai were appointed by the Members with effect from 10 September 2014 as Independent Directors of the Company under Section 149 of the 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 of the services rendered by him.

Mr Arun Pathak was appointed as an Additional Non- Executive Director of your Company on 28th January, 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 there under, 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 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 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.

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 Fifth AGM. The Board, in terms of Section 142 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 2015-16. Appropriate resolution in respect of the above is appearing in the Notice convening the Thirty Fourth AGM of the 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. 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 134(5) of the Companies Act, 2013, 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 a going 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 of the 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 of the 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 of the Company or its future operations.

Extract of Annual Return

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

Particulars of Loans, Guarantees or Investments During the year ended 31st March, 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 Technology Absorption

Particulars as required under Section 134 of the 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.

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 31st March, 2015 stood at

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs. 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.

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

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