REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors submit their Report for the financial year ended 31st March, 2018.

BUSINESS ENVIRONMENT

As per latest IMF estimate, World GDP grew by 3.8% in 2017 representing a marked improvement over 2016, which at 3.2% was the weakest year of growth since the global financial crisis of 2009. The growth momentum is likely to sustain going forward resulting in a further pick-up in global economic growth to 3.9% in 2018. However, the increasing trend of protectionist policies in the developed world, faster pace of increase in US interest rates and progressive tapering of quantitative easing in the EU could impact capital flows and weigh on the nascent recovery in commodity-exporting emerging economies.

The Indian economy witnessed another challenging year, with Real GDP growth slowing down sharply to 6.6% compared to 7.1% in 2016-17, reflecting the short-term disruptions caused by GST implementation, residual impact of cash crunch and deceleration in Net Exports. Inflation is largely within the comfort zone of the RBI and foreign capital flows into the country remained robust leading to stability in the Indian Rupee and sustained buoyancy in the capital markets.

India remains the fastest growing major economy in the world and as per median estimates, GDP is likely to grow by 7.3% in 2018-19 on the back of improvement in the Net Exports position and normalisation of private consumption growth levels, partly aided by a favourable base effect.

The operating environment in the hospitality sector showed signs of improvement with foreign tourist arrivals crossing the 10 million mark in 2017. With growing domestic tourism and airline passenger traffic, the performance of the travel industry is expected to improve in the coming years.

FINANCIAL PERFORMANCE

Your Company recorded revenue from operations of Rs. 20,434.51 lakhs (previous year Rs.20,154.19 lakhs) registering a 1.40 % growth over last year. However, Pre-tax profits at Rs.1,151.14 lakhs and post-tax profits at Rs.695.40 lakhs registered de-growth over last year. This was mainly on account of higher input costs incurred during the financial year 2017-18.

During the financial year 2017-18, your Company earned Rs.2,037.49 lakhs (previous year Rs.2,009.72 lakhs) in foreign exchange from its Travel, Tours and Car Rental Services. Your Company’s expenditure in foreign currency amounted to Rs.45.24 lakhs (previous year Rs.39.43 lakhs).

PROFITS, DIVIDEND AND RETAINED EARNINGS

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

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, 2018, thereby maintaining last year’s dividend.

BUSINESSES

Air Travel

Currently, the Indian aviation industry is considered the third largest domestic civil aviation market in the world and is expected to become the world’s largest in the next 10 to 15 years, as per Indian Brand Equity Foundation (IBEF). India’s passenger traffic grew at 16.5% year on year (YoY) to reach 308.75 million. Domestic passenger traffic grew YoY by 18.3% to reach 243 million in the financial year 2018, due to higher disposable income and cheaper fares.

Whilst the growth is encouraging, oil prices which constitute a significant part of airlines’ operating expenses have shot up in the last year. Continued increase in fuel prices will impact airfares and will have a dampening effect on demand.

During the year, your Company managed to maintain and marginally grow its business volumes despite stiff competition from the traditional and online travel agents. The average ticket prices did not show any growth in the year with competition in the airline space keeping prices muted. The Company’s strategy of expanding in the small and medium enterprise business travel space bore fruit and helped sustain business volumes.

Airlines continued their focus on reducing or, in some cases, doing away with commissions on ticket sales thereby putting pressure on revenues. In an effort to maintain market share, airlines also increased productivity targets in relation to performance linked bonuses making it difficult to achieve and thereby impacting revenues from bonuses.

Your Company is also in the process of realigning its strategy to support future growth. This has resulted in an increase in expenses which we expect will bear fruit in the coming years in the form of higher business volumes and revenues.

Car Rental Business

The Indian car rental market is broadly segmented into organised and unorganised sectors with the latter having a dominant share. A large number of travellers and keenness of consumers to try new offerings enabled by massive technology investments is driving significant market growth and expansion and providing an attractive opportunity for new entrants.

Your Company is focusing on its core strengths of quality, reliability and safety in the chauffeur driven segment, which still has considerable headroom for growth. In the face of stiff competition and rapid expansion of taxi aggregators, your Company was able to maintain its business volumes on the back of superior quality delivery and high levels of safety, and was successful in garnering a marginally higher revenue per trip. All cars provided by your Company are equipped with GPS devices and monitored at a Central Command Center. An emergency button is available in all cars with a response time of under one minute. The chauffeurs are trained in defensive driving techniques and receive continuous inputs during the year.

However, input prices in this industry continued to rise with fuel prices showing an uptick during the year along with increase in manpower costs. Your Company has taken adequate steps to expand service delivery locations and redesign the operating structure to reduce costs. New business models on procurement of services were also rolled out during the year to optimise input costs.

MICE

MICE - Meetings, Incentives, Conventions and Exhibitions - is an integral part of the global travel industry which stood at $752 billion in 2016 and is projected to grow at a compound annual growth rate (CAGR) of 7.5% in the next five years, as per Allied Market Research.

However, India has a market share of just $1.5 billion and ranks 35th in the world according to a recent report by the International Congress and Convention Association (ICCA).

Your Company strengthened its MICE value proposition coupled with renewed sales and marketing efforts during the year. The major domestic MICE events organised by your Company during the year were Auto Expo, ACREX India, Indiawood, Mumbaiwood, Indian Ceramics, Fire and Security India Expo, Biofach India, Electronica India etc.

The business of outbound corporate incentives did well and the major international MICE events handled by your Company during the year were for Ambuja Cements, Arvind Brands, Intex Technology, Khadims, Pernod Ricard etc.

Forex

Your Company holds a full-fledged money changers (FFMC) license issued by the Reserve Bank of India at 8 of its business travel servicing locations across India.The margins in this business are under increasing pressure due to intense competition and your Company is exploring options to fulfill this customer need through alternate servicing models.

Outbound & Inbound Business

India has become one of the fastest growing outbound travel markets in the world and it is estimated that 25 million Indians travelled overseas in 2017.

This market is growing very fast driven by increasing middle-class incomes, changing consumer attitudes towards spending, low airfares, group package tours etc. Indians are travelling to international destinations more frequently and the average travel spend is also on the rise. The Indian outbound tourism market is expected to surpass the figure of US$ 40 Billion by 2020.

Your Company’s focused approach on this business resulted in your Company sending more than 1500 individual travellers to foreign countries during the financial year 2017-18.

In 2016, foreign tourist arrival in India stood at 8.8 million. In 2017, India attracted 9.45 million international tourist arrivals and by 2027, it is expected to reach 17.3 million. This is due to flexible government policies, improved rail & road infrastructure, increase in international and domestic air-connectivity and easier availability of e-visas to foreign tourists.

Your Company expects to grow in this business in the coming years supported by the launch of a new website and special product and service offerings leveraging its car rental and ground handling capabilities.

Brand

Your Company is realigning its strategy to keep pace with rapidly changing market conditions in the travel industry, and making investments in technology up-gradation, updating service delivery models and enhancing products and service capabilities.

As a part of the transformation, your Company is also refreshing its brand logo, brand positioning and communication approach. The objective behind this is to present a more progressive and contemporary brand adapting to emerging millennial demands.

The new logo signifies a more contemporary identity while retaining the legacy. The three interconnected swirls forming the mnemonic of the new logo signify all aspects of travel viz. air, sea and ground while the new tagline ‘keep going’ written in a flowing handwritten font reflects the forward moving approach of the brand.

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 organisation and together with the ‘Strategy of Organisation’, 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 the Internal Audit whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

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

RISK MANAGEMENT

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

- The Corporate Governance Policy approved by the Board clearly lays down the roles and responsibilities of the various entities in relation to risk management covering a range of responsibilities, from strategic to operational. These role definitions 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 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 procedures, which are regularly reviewed and updated in the light of changing business and regulatory environment, 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.

- The Corporate Internal Audit is an independent function and carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened. The Audit Committee of the Board reviews Internal Audit findings, provides strategic guidance on internal controls and seeks feedback on implementation based on such guidance. The Audit Review Committee closely monitors the internal control environment within your Company including implementation of action plans emerging out of internal audit findings.

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

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

AUDIT AND SYSTEMS

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

Your 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, resourced to deliver high standards of audit assurances. In the context of the IT environment of your Company, systems and policies relating to Information Management are periodically reviewed and benchmarked for contemporariness. Compliance with the Information Management policies receives focused attention of the Internal Audit team.

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

The Company provides a safe, secure, inclusive & a gender friendly workplace. 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 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 programmes and projects falling within the purview of Schedule VII of the provisions of Section 135 of Companies Act, 2013 (‘the Act’) and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The annual report on Corporate Social Responsibility activities as required under Sections 134 and 135 of the Act, 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 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

Changes in Directors

During the year under review, there were no changes in Directors.

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, 2018, six meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

As reported last year, 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 thereunder, both in respect of Independent Directors and other Directors as applicable. The Governance Policy of the Company also, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law, public administration and enterprises.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The 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 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations 2015).

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 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 fulfil expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

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

Key Managerial Personnel

During the year under review, Mr Ghanshyam Arora stepped down as the Manager of the Company with effect from close of work on 4th April, 2017. Thereafter, your Board on the recommendation of the Nominations & Remuneration Committee, appointed Mr Ajay Kumar as the Chief Executive Officer of the Company effective 5th April, 2017.

AUDIT COMMITTEE & AUDITORS

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

Statutory Auditors

The Auditors, Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed with your approval at the Thirty Sixth AGM to hold such office till the conclusion of the Forty First AGM.

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, 2018. 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 Listing 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.

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 of the Act, your Directors confirm having:

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

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

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

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

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

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

OTHER INFORMATION

Compliance with the conditions of Corporate Governance

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

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

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, 2018, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Technology Absorption

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

Conservation of Energy:

Steps taken on conservation of energy and impact thereof: NIL

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

Capital investment on energy conservation equipment: NIL.

Technology Absorption:

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

New features and contents have been added to ITH SMART, the Company’s reservations and booking platform to keep it contemporary.

Your Company has also proceeded to migrate and enhance its internal applications of Payroll and Foreign Exchange to scalable, efficient and available cloud based setups.

Benefits:

Improved customer service delivery, integrity, availability, usage and optimisation of fulfillment process.

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

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology has been fully absorbed - NIL

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

III) Expenditure incurred on research and development - NIL

Employees

The total number of employees of the Company as on 31st March, 2018 stood at 639.

The details of employee(s) drawing remuneration more than the limit specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 along with the details of top ten employees of the Company in terms of remuneration drawn, as required under the said Rule, are given in the Annexure forming part of this Report.

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.

CONCLUSION

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

On behalf of the Board

Place : New Delhi A Rajput J Singh

Date : 17th April, 2018 Director Director