Dear Members,
Your directors have the pleasure of presenting their seventeenth report
on the business and operations of Le Travenues Technology Limited (the "Company"
/ "ixigo") together with the audited financial statements for the financial year
ended March 31, 2023.
I. Financial Statements and Results
1. Financial Results
The standalone and consolidated financial highlights of your
Company's operations are summarised below:
(Rs in million)
Particulars |
Standalone |
Consolidated |
|
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
Income |
|
|
|
|
Revenue from operations |
3,299.78 |
2,534.06 |
5,012.50 |
3,795.80 |
Other Income |
152.20 |
58.04 |
163.23 |
53.61 |
Total income (1) |
3,451.98 |
2,592.10 |
5,175.73 |
3,849.41 |
Expenses |
|
|
|
|
Employee benefit expense |
1,124.61 |
853.42 |
1,262.61 |
951.60 |
Finance cost |
8.67 |
27.29 |
9.49 |
28.03 |
Depreciation and amortization expense |
70.61 |
45.66 |
108.15 |
78.43 |
Other expenses |
2,171.09 |
1,993.58 |
3,462.67 |
2,967.35 |
Total expense (II) |
3,374.98 |
2,919.95 |
4,842.92 |
4,025.41 |
Profit/(Loss) before exceptional items and tax (III) = (1)
- (II) |
77.00 |
(327.85) |
332.81 |
(176.00) |
Exceptional Items (IV) |
126.07 |
- |
126.07 |
- |
Profit/(Loss) after exceptional items (V) = (III) - (IV) |
(49.07) |
(327.85) |
206.74 |
(176.00) |
Tax expenses/(income) (VI) |
|
|
|
|
Current tax |
- |
- |
76.77 |
55.40 |
Deferred tax |
(94.41) |
(7.40) |
(103.99) |
(20.46) |
Profit / (loss) for the year (VII) = (V) -(VI) |
45.34 |
(320.45) |
233.96 |
(210.94) |
Re-measurement (loss) / gains on defined benefit plans (VIII) |
(2.46) |
(0.83) |
(2.77) |
(1.61) |
Income tax relating to items that will not be reclassified to
profit and loss (IX) |
0.62 |
|
0.70 |
0.20 |
Total comprehensive income / (loss) for the year,
net of taxes (X) = (VII) + (VIII) + (IX) |
43.50 |
(321.28) |
231.89 |
(212.35) |
Earnings per equity share (Nominal |
|
|
|
|
value per share - ?1) |
|
|
|
|
Basic |
0.12 |
(0.87) |
0.58 |
(0.66) |
Diluted |
0.12 |
(0.87) |
0.57 |
(0.66) |
2. Result of Operations
Consolidated Accounts
Total income during the year 2022-23 increased to Rs 5,175.73
million as against Rs 3,849.41 million during the year 2021-22, a growth of 34.46%.
Profit after tax is f233.96 million during the year 2022-23 as
compared to loss after tax of f(210.94) million during the year 2021-22.
Standalone Accounts
Total income during the year 2022-23 increased to Rs 3,451.98
million as against f2,592.10 million during the year 2021-22, a growth of 33.17%.
Profit after tax is f45.34 million during the year 2022-23 as
compared to loss after tax of f (320.45) million during the year 2021-22.
3. Appropriation and Reserves Dividend
With a view to reinvesting the profits of the business, the board of
directors of your Company (the "Board") does not recommend any dividend on
equity shares of the Company for the year ended March 31, 2023.
Reserves
Your directors have not proposed transferring any amount to reserves
for the financial year 2022- 23.
4. Subsidiaries, Joint Ventures, and Associates of the Company
During the year under review, your Company invested in Freshbus Private
Limited ("Freshbus") effective November 22, 2022.
The Company has the following subsidiaries as of March 31, 2023:
Travenues Innovations Private Limited (wholly owned subsidiary);
Confirm Ticket Online Solutions Private Limited (90.08%
subsidiary);
Ixigo Europe, S.L. (wholly owned subsidiary); and
Freshbus Private Limited (53.22% subsidiary).
During the year under review, your Company did not have any associate
or joint venture company.
A statement containing salient features, performance, and financial
position of each of the subsidiaries for the financial year ended March 31, 2023, is
attached with the financial statement of the Company in the prescribed Form AOC-1 as Annexure
- 1 and forms part of this report.
The entire set of subsidiaries' financials are available for
inspection at the registered office of the Company in accordance with the requirements of
the Companies Act, 2013.
5. Consolidated Financial Statements
The consolidated financial statements of the Company prepared as per
the applicable accounting standard consolidating the Company's accounts with its
subsidiaries will form part of the annual report.
6. Revision of Financial Statement
There was no revision of the financial statements for the year under
review.
7. Changes in the capital structure
During the year under review, there was no change in the authorised,
subscribed, and paid-up share capital of the Company except the following:
a) Reclassification of the Authorised share capital of the Company
The members at the extraordinary general meeting of the Company held on
October 12, 2022, had approved the reclassification of the authorised share capital of the
Company by reclassification/ cancellation of the entire unissued preference share capital
into equity share capital with the revised authorised share capital of f50,00,00,000/-
(Rupees Fifty Crore only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of f 1/-
(Rupee One only) each and consequently alter Clause V of the Memorandum of Association of
the Company.
b) Allotment of shares upon exercise of options granted under the
employee's stock option schemes
Your Company is having six employees stock option schemes namely Le
Travenues Technology - Employees Stock Option Scheme 2009 ("ESOS 2009"); Le
Travenues Technology - Employees Stock Option Scheme 2012 ("ESOS 2012"); Le
Travenues Technology - Employees Stock Option Scheme 2013 ("ESOS 2013"); Le
Travenues Technology - Employees Stock Option Scheme 2016 ("ESOS 2016"), Le
Travenues Technology - Employees Stock Option Scheme 2020 ("ESOS 2020") and Le
Travenues Technology - Employees Stock Option Scheme 2021 ("ESOS 2021")
(hereinafter collectively referred to in this report as "Prevailing ESOS") and
your directors have allotted the following equity shares during the year under review on
the following dates as set out below, consequent upon exercise of vested options granted
under the prevailing employees stock option schemes of the Company:
(i) Allotment on May 04, 2022
88,000 equity share of Rs. 1 each at a premium of Rs. 0.25 per
share with an Issue Price of Rs. 1.25/- per share under ESOS 2012;
4,13,000 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2013;
54,400 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2016;
2,22,086 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2020;
3,86,345 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2021;
4,000 equity shares of Re. 1/- each at an Exercise Price of Rs.
0.50/- per share and at an Issue Price of Re 1/- per share by utilising the Securities
Premium Account of Rs. 0.50/- per share under ESOS 2020.
(ii) Allotment on September 16, 2022
55,200 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2013;
96,000 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2016;
11,200 equity shares of Re. 1/- each at an Exercise Price of Rs.
0.50/- per share and at an Issue Price of Re 1/- per share by utilising the Securities
Premium Account of Rs. 0.50/- per share under ESOS 2020;
44,900 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2020;
79,781 equity shares of Re. 1/- each at a premium of Rs. 0.25
per share with an Issue Price of Rs. 1.25/- per share under ESOS 2021.
(iii) Allotment on January 14, 2023
Allotment of 1,056 equity shares of Re. 1/- each at a premium of
Rs. 0.25 per share with an Issue Price of Rs. 1.25/- per share under ESOS 2021.
c) Initial Public Offer
At the fifteenth annual general meeting of the Company held on July 29,
2021, the shareholders approved the special resolution for raising capital through an
initial public offering. Subsequently, the Company filed the draft red herring prospectus
("DRHP") dated August 12, 2021, with the Securities and Exchange Board of India
("SEBI"). In December 2021, SEBI issued the observation letter, in compliance
with which the proposed issue can open for subscription within a period of 12 months from
the date of the issuance of the said letter. Due to certain unfavorable market conditions,
the Company has deferred the plan to raise the capital through a public issue.
8. Public Deposits
During the financial year under review, your Company has not accepted
or renewed any deposit falling within the purview of the provisions of Sections 73 and 74
of the Companies Act, 2013 (the "Act") read with the Companies (Acceptance of
Deposits) Rules, 2014. Accordingly, the requirement for furnishing details of deposits
that are not in compliance with Chapter V of the Act is not applicable.
9. Amendment / Alteration of the Memorandum of Association and Articles
of Association of the Company
During the year under review, the Memorandum of Association of the
Company was amended with the approval of the members at the extraordinary general meeting
of the Company held on October 12, 2022, approved the reclassification of the authorised
share capital of the Company by reclassification/cancellation of the entire unissued
preference share capital into equity share capital with the revised authorised share
capital of ^50,00,00,000/- (Rupees Fifty Crore only) divided into 50,00,00,000 (Fifty
Crore) Equity Shares of f 1/- (Rupee One
only) each and consequently alter Clause V of the Memorandum of
Association of the Company.
10. Disclosures under Section 134(3)(l) of the Companies Act, 2013
Except as disclosed below and elsewhere in this report, no material
changes and commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company and the date of this report.
Subsequent to the year ended March 31, 2023, the Board of Directors of
the Company at their meeting held on April 24, 2023, considered and approved the Scheme of
Amalgamation of Confirm Ticket Online Solutions Private Limited, a subsidiary of the
Company ("Transferor Company") with and into Le Travenues Technology Limited
("Transferee Company"). Further, the Company, having received requisite
threshold of approvals from the equity shareholders, secured creditors, and unsecured
creditors, filed a preliminary application with the Hon'ble NCLT Chandigarh seeking
dispensation from the statutory requirement of convening meetings of its members and
creditors for the approval of the Scheme. Following the completion of this step, the
Company will file a petition before the Hon'ble NCLT for obtaining final sanction and
approval of the Scheme.
Subsequent to the close of the financial year, Travenues Innovations
Private Limited, Subsidiary of Le Travenues Technology Limited has filed an application to
the Registrar of Companies, NCT of Delhi & Haryana on April 19, 2023 for striking off
of its name from the Register of Companies u/s 248(2) of the Companies Act, 2013.
11. Disclosure of internal financial controls
The internal financial controls with reference to financial statements
as designed and implemented by the Company are adequate. As per the report issued by the
statutory auditors with respect to the standalone financial statements on Internal
Financial Controls of the Company under Clause (i) of Sub-Section 3 of Section 143 of the
Companies Act, 2013, the Company has, in all material respects, adequate internal
financial controls with reference to Standalone financial statements and such internal
financial controls with reference to Standalone financial statements were operating
effectively as at March 31, 2023, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note issued by the ICAI.
With respect to the consolidated financial statements, the report
issued by the statutory auditors provides that, the Holding Company, which is a company
incorporated in India, has maintained in all material respects, adequate internal
financial controls with reference to these consolidated financial statements and such
internal financial controls with reference to consolidated financial statements were
operating effectively as at March 31, 2023, based on the internal control over financial
reporting criteria established by the Holding Company considering the essential components
of internal control stated in the Guidance Note issued by ICAI.
12. Particulars of contracts or arrangements made with related parties
Particulars of Contracts or Arrangement with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC - 2, have been
furnished in Annexure - 2 which forms part of this report.
13. Particulars of loans, guarantees, and investments
During the financial year under review, the Company made investments in
the securities. Particulars of loans, guarantees, and investments covered under Section
186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers)
Rules, 2014 as of March 31, 2023, are set out in the financial statements forming part of
this report.
14. Disclosure under Section 43(a)(ii) of the Companies Act, 2013
During the financial year under review, the Company has not issued any
shares with differential voting rights, and hence no information as per provisions of
Section 43(a)(ii) of the Companies Act, 2013 read with applicable rules is required to be
furnished.
15. Disclosure under Section 54(1)(d) of the Companies Act, 2013
During the financial year under review, the Company has not issued any
sweat equity shares, and hence no information as per the provisions of Section 54(1)(d) of
the Companies Act, 2013 read with applicable rules is required to be furnished.
16. Disclosure under Section 62(1)(b) of the Companies Act, 2013
The Prevailing ESOS are in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. There
are no material changes in the Prevailing ESOS during the year under review.
Please refer to Annexure - 3 for details relating to Prevailing
ESOS in compliance with the provisions of Section 62(1)(b) of the Companies Act, 2013 read
with Clause (9) of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014.
17. Disclosure under Section 197(12) of the Companies Act, 2013
Your Company being an unlisted public company, the disclosure
requirements under Section 197(12) of the Companies Act, 2013 are not applicable.
II. Operational performance
We are a technology company focused on empowering Indian travelers to
plan, book, and manage their trips across rail, air, buses, and hotels. We assist
travelers in making smarter travel decisions by leveraging artificial intelligence,
machine learning, and data science-led innovations on our OTA platforms, comprising our
websites and mobile applications. Our vision is to become the most customer-centric travel
company, by offering the best customer experience to our users. Our focus on travel
utility and customer experience for travelers in the next billion users'
segment is driven by technology, cost-efficiency, and our culture of innovation. Our OTA
platforms allow travelers to book train tickets, flight tickets, bus tickets, hotels, and
cabs, while providing travel utility tools and services developed using in-house
proprietary algorithms and crowd-sourced information, including train PNR status and
confirmation predictions, train seat availability alerts, train running status updates and
delay predictions, flight status updates, bus running status, pricing and availability
alerts, deal discovery, destination content, personalized recommendations, instant fare
alerts for flights and automated customer support services.
We endeavour that our OTA platforms are able to build significant user
adoption and engagement by offering convenience, utility, and value-added customer-
centric solutions for travel-related issues. Our Registered Users increased at a CAGR of
71.78% between Fiscal 2020 and Fiscal 2023 and our Repeat Transaction Rate was 83.23% in
Fiscal 2023. Further, the yearly downloads for our mobile apps on the Google Play Store
and iOS app stores were 62.83 million, 69.61 million, 43.80 million, 90.00 million, and
96.84 million in Fiscals 2019, 2020, 2021, 2022, and 2023 respectively, including the
downloads for ixigo, ConfirmTkt & Abhibus apps from the date of these acquisitions.
During the COVID-19 pandemic, several of our actions helped us build
and grow trust and word-of- mouth among our users and ecosystem. For example, we did not
lay off any team members during the pandemic, boosted the staff strength of our outsourced
call center to serve our customers, reduced our online marketing expenditure and our
innovative and engaging videos enabled us to organically improve our brand salience as we
continued to engage with users through informative messages even during the lockdowns
imposed due to COVID-19 pandemic which restricted travel. We built a COVID-19 Travel Guide
section on our website and apps to provide accurate, up-to- date information to our users
for travel restrictions, e-pass / COVID-19 testing requirements for various cities and
states in India, and visa and entry restrictions for foreign countries. We built and
launched ixigo assured, our free cancellation option for bookings, provided at a nominal
charge, to enable our customers to make bookings but receive refunds in case they decide
to cancel their trips for any reason. In 2021, we launched a vaccine slot finder and
booking tool that helped our users find slots and book their vaccinations.
On train utility and ticketing across ixigo and ConfirmTkt combined,
this year we continue to remain the most used and largest train OTA in India, with a
dominant and rising share of train B2C OTA bookings, where we work in partnership with
IRCTC.
With the acquisition of Abhibus' business, the Company has
strengthened its position in the next billion-user market. The Company has more recently
cross- integrated flights, buses, and trains across ixigo, ConfirmTkt & Abhibus,
allowing for more effective cross-selling of services across the three brands.
Our employee strength has increased from 407 to 547 employees at the
group level as of the end of FY23 including 37 employees of Freshbus, a Company in which
we took 53.22% stake in November 2022.
For a further detailed analysis of the operational performance of your
Company, please refer to the standalone and consolidated financial statements of the
Company forming part of the Annual Report.
IN. Disclosure related to Directors and Key Managerial Personnel
1. Directors
During the year under review, the following change took place on the
board of directors of the Company.
At the Sixteenth Annual General Meeting of the Company held on July 07,
2022, the members approved the re-appointment of Mr. Rajnish Kumar on the Board, who was
liable to retire by rotation and offered himself for re-appointment.
None of the directors of the Company are disqualified as per the
provisions of Section 164(2) of the Companies Act, 2013.
2. Declaration by Independent Directors
Your Board has received declarations from all Independent Directors
confirming that they meet the criteria of independence as laid down under Section 149 of
the Companies Act, 2013. During the year under review, there has been no change in the
circumstances affecting their status as Independent Directors of your Company.
3. Annual evaluation of the performance of the Board, its Committees,
and individual directors
For the year under review, your Company is covered within the threshold
limits set out under Section 134(3)(p) of the Companies Act, 2013 read with Clause (4) of
Rule 8 of the Companies (Accounts) Rules, 2014. The Board had approved the Le Travenues
Technology Limited - Board Evaluation Policy formulated by the Nomination and Remuneration
Committee at its meeting held on January 14, 2023 for the evaluation of the performance of
the Board of Directors of the Company and committees thereof in compliance with the
provisions of Sections 134(3)(p), 178 (2), and other applicable provisions, if any, of the
Companies Act, 2013.
As required under Section 178(2) of the Companies Act, 2013 and under
Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a
comprehensive exercise for evaluation of the performances of (a) the Board as a whole, (b)
Chairman of the Board, (c) Individual Directors, both Independent and Non- Independent,
and (d) for each of the Board Committees separately has been carried by your Company as
per the evaluation criteria formulated by the Nomination and Remuneration Committee and
approved by the Board and based on guidelines given in Schedule IV to the Companies Act,
2013. The exercise was carried out through questionnaires which were sent directly to the
Board members on a confidential basis.
In view of the size and nature of business of the Company, the
evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate
and is found to be in compliance with the applicable law.
4. Key Managerial Personnel
During the year under review, the following changes took place in the
key managerial persons of the Company as defined under the Companies Act, 2013.
a) Mr. Ravi Shankar Gupta resigned from the office of Group Chief
Financial Officer effective May 04, 2022.
b) Mr. Rahul Gautam was appointed as a Group Chief Financial Officer
effective May 05, 2022.
IV. Disclosures related to Board, Committees, and Policies
1. Board Meetings
During the financial year under review, the Board met four times in
accordance with the provisions of the Companies Act, 2013 and the rules made thereunder on
the following dates with the necessary quorum being present at all the meetings.
1. May 04, 2022
2. August 25, 2022
3. September 16, 2022
4. January 14, 2023
Following are the number of Board meetings attended by each director:
s. No. Name of the Director |
Number of meetings attended |
1. Mr. Aloke Bajpai |
4 |
2. Mr. Rajnish Kumar |
4 |
3. Mr. Ravi Chandra Adusumalli |
2 |
4. Mr. Shailesh Lakhani |
4 |
5. Mr. Frederic Lalonde |
3 |
6. Mr. Arun Seth |
4 |
7. Mr. Mahendra Pratap Mall |
4 |
8. Ms. Shuba Rao Mayya |
3 |
9. Mr. Rahul Pandit |
4 |
10. Mr. Rajesh Sawhney |
4 |
2. Directors' Responsibility Statement
According to Section 134(3)(c) of the Companies Act, 2013, the Board of
Directors of the Company confirms that:
1. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures,
if any;
ii. the directors had 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 the affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
iii. the directors have 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 the Company and for preventing and
detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern
basis; and
v. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
2. Committees of the Board
During the year under review, the Board had constituted a Banking and
Finance Committee at its meeting held on August 25, 2022, for considering and approving
matters related to the banking and treasury operations of the Company in addition to the
following six committees:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders' Relationship Committee;
d) Risk Management Committee;
e) Corporate Social Responsibility Committee; and
f) IPO Committee.
The Board had re-constituted the Risk Management Committee at its
meeting held on August 25, 2022 by appointment of Mr. Rahul Gautam, Group CFO of the
Company as member of the Committee.
The Board had also re-constituted the Corporate and Social
Responsibility Committee by appointment of Mr. Ravi Chandra Adusumalli, Non-Executive
Director and Mr. Shailesh Lakhani, Non-Executive Director as the members of the Committee
at its meeting held on January 14, 2023.
4. Policies
(A) Vigil Mechanism Policy for the Directors and Employees
For the year under review, your Company was not covered within the
threshold limits set out under Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 read with Section 177(9) of the Companies Act, 2013.
However voluntarily the Company has a vigil mechanism in place for
reporting genuine concerns or grievances by employees/directors. The vigil mechanism
provides adequate safeguards against victimization to any employees and/or directors who
use the mechanism to report their concerns or grievances and also provides for direct
access to the Chairperson of the Audit Committee, in exceptional cases.
During the year under review, the Company has not received any
complaint under the Vigil Mechanism.
(B) Policy on Directors' Appointment and Remuneration
Your Company had adopted Le Travenues Technology Limited -
Nomination and Remuneration Policy' in compliance with Section 178 of the Companies
Act, 2013 and other applicable laws, for identification, selection, and appointment of
Directors, Key Managerial Personnel (KMPs), and Senior Management of your Company. The
Policy lays down the process and parameters for the appointment and remuneration of the
KMPs and other senior management personnel and the criteria for determining
qualifications, highest level of personal and professional ethics, positive attributes,
financial literacy, and independence of a Director. The Policy is available on the
Investor Relations section of ixigo's website at
https://www.ixigo.com/about/investor-relations/
(C) Corporate Social Responsibility Policy
Your Board at its meeting held on January 14, 2023, re-constituted the
Corporate Social
Responsibility Committee with the following directors as its members:
1. Mr. Aloke Bajpai, Executive Director (Chairperson)
2. Mr. Rajnish Kumar, Non-Executive Director (Member)
3. Mr. Arun Seth, Non-Executive Independent Director (Member)
4. Mr. Frederic Lalonde, Non-Executive Independent Director (Member)
5. Mr. Ravi Chandra Adusumalli, Non-Executive Director (Member)
6. Mr. Shailesh Lakhani, Non-Executive Director (Member)
The Corporate Social Responsibility Policy approved by the Board is
available on the Investor Relations section of ixigo's website at
https://www.ixigo.com/about/investor-relations/ As per the audited financial statements,
the Company doesn't have average net profits during the three immediately preceding
financial years, requiring the Company to spend at least two percent thereof in compliance
with the provisions of sub section (5) of Section 135 of the Companies Act, 2013. Based on
the availability of profits, the Corporate Social Responsibility Committee will consider
taking certain corporate social responsibility initiatives in compliance with the
Company's CSR Policy and applicable laws.
(D) Risk Management Policy
Your Company has put in place a Risk Management Policy based on the
guiding principles of identifying, assessing, and mitigating risks. It is an integral part
of decision-making for your Company and is dynamic, undergoing continuous improvement. The
Risk Management process involves setting objectives, identifying key risks (including
identification of elements of risk, if any, which in the opinion of the Board may threaten
the existence of the Company) on an ongoing basis, developing a mitigation action plan,
and monitoring.
V. Auditors and Reports
1. Statutory Auditors
S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm
Registration No. 101049W/ E300004) was appointed as statutory auditors of your Company at
the Fourteenth Annual General Meeting held on Thursday, December 31, 2020, for a term of
five consecutive years from the conclusion of the Fourteenth Annual General Meeting till
the conclusion of the Nineteenth Annual General Meeting of your Company, in accordance
with the provisions of Section 139 of the Act.
2. Statutory Auditors' Report
The audit report issued by the statutory auditors on the standalone and
consolidated financial statements of the Company for the financial year ended March 31,
2023, is self-explanatory and doesn't require any explanation or comment from the
Board under Section 134(3)(f) of the Companies Act, 2013 except on the following:
(i) Extract from the auditor's report on the standalone financial
statements:
Relevant Extract - Auditors' Report |
Management Response |
Annexure 1, Para (vii), Clause (a) Undisputed statutory dues
including provident fund, employees' state insurance, income-tax, sales-tax, service
tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have
generally been regularly deposited with the appropriate authorities though there has been
a slight delays in a few cases for Provident fund and Goods and service tax. According to
the information and explanations given to us and based on audit procedures performed by
us, undisputed dues in respect of provident fund which is outstanding, at the year end,
for a period of more than six months from the date they became payable, are as follows:
Statement of Arrears of Statutory Dues Outstanding for More than Six Months: - Name
of the Statute - Provident Fund Amount (Rs.) - 22,500 Period to which
the amount relates - April to September 2022 Due Date - May 22 to Oct
22 |
The slight delay in a few cases for goods and services tax
payment was primarily due to delays in getting registration in more than 13 states which
were necessitated by changes in the goods and services tax law. The Company has further
strengthened the processes to ensure timely payments of all statutory dues. In case of
Provident Fund there was an employee whose KYC was not linked with his UAN due to which
the Company was not able to deposit his PF. |
(ii) Extract from the auditor's report on the consolidated
financial statements:
Relevant Extract - Auditors' Report
Qualifications or adverse remarks by the respective auditors in the
Companies (Auditors Report) Order (CARO) reports of the companies included in the
consolidated financial statements are:
S. No. Name |
CIN |
Holding company / subsidiary |
Clause number of the CARO report which is
qualified |
1 Le Travenues Technology Limited |
U63000HR2006PLC071540 |
Holding Company |
(vii)(a) |
2 Confirm Ticket Online Solutions Private Limited |
U74110TG2015PTC098079 |
Subsidiary Company |
(vii)(a) |
Management Response
In respect of slight delays in payment of statutory dues, the Company
and its subsidiaries have further strengthened the processes to ensure timely payments of
all statutory dues. The delay in payment of goods and services tax was primarily due to
delays in getting registration in more than 13 states which were necessitated by changes
in goods and services tax law.
In case of Provident Fund there was an employee whose KYC was not
linked with his UAN due to which the Company was not able to deposit his PF.
3. Secretarial Auditors
DPV & Associates LLP, Company Secretaries (ICSI Firm Registration
No. L2021DE009500) ("Secretarial Auditors"), carried out the secretarial audit
of the Company for the financial year under review in compliance with the provisions of
the Companies Act, 2013 read with the rules made thereunder, Foreign Exchange Management
Act, 1999, as amended and other laws specifically applicable to your Company. The
Secretarial Audit Report in Form MR - 3 for the financial year ended March 31, 2023, is
attached to this report as Annexure - 4.
The audit report issued by the Secretarial Auditors for the financial
year ended March 31, 2023, is self-explanatory and doesn't require any explanation or
comment from the Board under Section 134(3)(f) of the Companies Act, 2013.
VI. Other Disclosures
1. Annual Return
In compliance with the provisions of Section 92(3) and Section
134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, a copy of the
Company's Annual Return as of March 31, 2023, is available on the Investor Relations
Section of ixigo's website at https://www.ixigo.com/
2. Prevention and prohibition of sexual harassment of women at the
workplace
At Le Travenues Technology Limited, we are committed to providing a
healthy work environment that is free of discrimination and unlawful harassment and that
enables employees to work without fear of prejudice, gender bias, and sexual harassment.
In keeping with this commitment, your Company expressly and strictly prohibits any form of
employee harassment based on race, colour, religion, sex, national origin, age,
disability, or status in any group protected by state or local law. The Company has always
endeavoured for providing a better and safe environment free of sexual harassment at all
its workplaces.
Your Company had complied with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act")
and Rules made thereunder, relating to the constitution of the Internal Complaints
Committee and had continued conducting workshops and awareness programs for sensitizing
the employees with the provisions of the Act during the year under review.
For the year ended March 31, 2023, no cases of sexual harassment were
reported to the Internal Complaints Committee constituted by the Company.
3. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings, and Outgo
The particulars as required under the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, technology absorption, foreign exchange earnings, and
outgo, etc. are set out in Annexure - 5 which forms part of this report.
4. Awards and accreditations
Following are some of the key awards, accreditations, and recognition
received by your Company and its founders during the year under review.
Two of ixigo Group apps, ixigo Trains App and ConfirmTkt,
featured in Top 10 Downloaded Travel Apps (Worldwide and India) in 2022, as per Data.ai;
Deloitte Technology Fast 50 India Winner;
DMA Echo Award 2022 Bronze' for Best Marketing
Campaign;
The Pride of India Brand Award by Exchange4Media recognizing
leading brands building for Bharat;
Best Small Budget Campaign award by ET Trendies for the video
"Agla Station Mars."
5. Non-applicability of maintenance of cost records
The Central Government has not prescribed the maintenance of cost
records under Section 148(1) of the Companies Act, 2013 read with the rules made
thereunder with respect to the business carried on by the Company.
6. Reporting of Fraud
The Auditors of your Company have not reported any instances of fraud
committed in your Company by its officers or employees as specified under Sub- Section
(12) of Section 143 of the Companies Act, 2013.
7. Significant and material orders passed by the regulators, courts, or
tribunals
There are no significant or material orders passed by the regulators,
courts, or tribunals which would impact the going concern status of the Company and its
operations in the future.
8. Compliance with Secretarial Standards on Board and General Meetings
During the year under review, your Company has complied with all the
applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by
the Institute of Company Secretaries of India.
9. Change in the nature of business carried on by the Company
During the year under review, there has been no change in the nature of
business carried on by the Company.
10. Insolvency and Bankruptcy Code, 2016
During the year under review, no application has been made and no
proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
11. One-time settlement with any bank or financial institution
During the year under review, there was no instance of any one-time
settlement with any bank or financial institution.
VII. Acknowledgement and Appreciation
Your directors take this opportunity to thank the customers, employees,
investors, vendors, banks, business associates, and regulatory authorities including the
various offices of the Central and State Governments, Reserve Bank of India, and the
Registrar of Companies for the support, valuable assistance and co-operation continuously
extended to the Company. Your Directors gratefully acknowledge the trust and confidence
and look forward to their continued support in the future.
For and on behalf of the Board of Directors of |
Le Travenues Technology Limited |
Sd/- |
Aloke Bajpai |
(Chairman, Managing Director & Group CEO) |
DIN: 00119037 |
Date: July 13, 2023 |
Place: Gurugram |
|