Dear Members,
EASY TRIP PLANNERS LIMITED
Your directors have pleasure in presenting the 15th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of Accounts of your Company for the Year ended March 31, 2023.
1. FINANCIAL RESULTS
I n compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards ('Ind AS') for the FY 2022-23. The standalone and consolidated financial highlights of the Company's operations are as follows:
(' Million)
2. STATE OF AFFAIRS
During the year under review, your Company has achieved a Standalone Revenue from operations of ' 4,298.29 million as against ' 2,328.60 million in the previous year. Profit before tax is ' 1,972.69 million as against ' 1,450.57 million for the previous year. Total comprehensive income of the year is ' 1,470.66 million as against ' 1,069.83 million for the previous year.
During the year under review, your Company has achieved a Consolidate Revenue from operations of ' 4,488.26 million as against ' 2,353.74 million in the previous year. Profit before tax is ' 1,849.38 million as against ' 1,435.67 million for the previous year. Total comprehensive income attributable to equity holders of the parent of the year is ' 1,341.25 million as against ' 1,057.32 million for the previous year.
OVERVIEW
EaseMyTrip commenced operations in 2008 by focusing on the B2B2C (business to business to customer) distribution channel and providing travel agents access through their website to book domestic travel airline tickets in order to cater to the offline travel market in India. Subsequently, by leveraging their B2B2C channel, they commenced operations in the B2C (business to customer) distribution channel in 2011 by primarily focusing on the growing Indian middle class population's travel requirements. Consequently, due to their presence in the B2B2C and B2C channels, they were able to commence operations in the B2E (business to enterprise) distribution channel in 2013 with the aim of providing end-to-end travel solutions to corporates. Their presence in 3 distinct distribution channels provides them with a diversified customer base and wide distribution network.
As of March 31, 2023, the Company provided customers with access to more than 400 international and domestic airlines, more than 1 million hotels in India and international jurisdictions, almost all the railway stations in India as well as bus tickets and taxi rentals for major cities in India. Further, EaseMyTrip also had the largest network of travel agents with 51000+ registered travel agents across almost all major cities in India as of March 31, 2023.
3. TRANSFER TO RESERVE
During the financial year, the Company has transferred ' Nil (no share option outstanding) Mn from Share option Outstanding Account to General Reserve.
The total General Reserve stands at ' 2,130.02 Million on standalone basis whereas ' 1961.55 million on consolidated basis.
4. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business of the Company. Your Company continues to be in the business of Travel and Travel related services.
5. SHARE CAPITAL
As on March 31, 2023, the authorised share capital of the Company is ' 200,00,00,000/- comprising of 200,00,00,000 equity shares of face value of '1/- each and the paid-up equity share capital as at March 31, 2023 is ' 173,83,20,000/- comprising of 173,83,20,000 equity shares of face value of '1/- each.
During FY 2022-23, the Company had increased the Authorised Share Capital of the Company from ' 50,00,00,000/- divided into 25,00,00,000 Twenty Five Crores Equity Shares of 7 2/- (Rupees Two only) each to 7 75,00,00,000/- (Rupees Seventy Five Crores only) divided into 37,50,00,000 (Thirty Seven Crore Fifty Lakh) Equity Shares of 7 2/- (Rupees Two only) each vide members approval dated September 30, 2022 and further sub-divided each existing equity share of face value of ' 2/- (Rupees Two only) into Two (2) equity shares of face value of ' 1/- (Rupee One only) and increased the authorized share capital to ' 200,00,00,000 (Rupees Two Hundred crore) divided into 200,00,00,000 equity shares of ' 1/- each vide members approval dated November 10, 2022 passed through Postal Ballot.
Bonus Issue
The Company had issued Bonus Shares comprising 130,37,40,000 equity shares of ' 1/- each amounting to ' 130,37,40,000/- in the ratio of 3:1 vide Board Resolution dated October 10, 2022 and Shareholder's resolution dated November 10, 2022 passed through Postal Ballot and allotted the Bonus Shares vide Board Resolution dated November 23, 2022. The Company has not issued any instruments convertible into equity shares of the Company or with differential voting rights nor has granted any stock options or sweat equity vide.
6. DIVIDEND
During the Year under review the Company has not declared any Dividend.
7. EMPLOYEES STOCK OPTION PLAN (ESOP)
During the year under review, the Company in compliance with the provisions of Section 62 (1) (b) of the Companies Act, 2013, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable provisions if any has approved the Easy Trip Planners - Employees Stock Option Plan 2022 in the Annual General Meeting of the Company vide members Special Resolution dated August 30, 2022.
8. QUALIFIED INSTITUTIONAL PLACEMENT
During the year under review, the members through Special Resolution passed through postal ballot on September 30, 2022, approved the raising of further capital of upto ' 1000/- Crores (Rupees One Thousand Crores) by way of offer, issue and allotment of such number of Equity Shares, non-convertible debt instruments along with warrants and convertible securities other than warrants ("Securities") through qualified institutions placement, in accordance with provisions of the applicable Laws.
9. LISTING AT STOCK EXCHANGES
As on the date of this report, the Company has its Equity Shares listed on the following Stock Exchanges:
i. BSE Limited and
ii. The National Stock Exchange of India Limited
The listing fees for the financial year under review has been paid to the Stock Exchanges where the equity shares of the Company are listed.
10. SUBSIDIARIES
(a) Consolidated Financial Statements
During the year, the Board of Directors reviewed the affairs of the subsidiaries. The Consolidated financial statements of your Company for the Financial Year 2022-23, have been prepared in accordance with the Act and applicable Indian Accounting Standards. The Audited Consolidated Financial Statements together with Auditors' Report form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements is presented in a separate section in this Annual Report.
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of each subsidiary is given in Form AOC- 1 as Annexure A to this Report. Please refer to Form AOC-1 annexed to the Financial Statements forming part of the Annual Report. Pursuant to the provisions of Section 136 of the Act, the Standalone audited financial statements, consolidated audited financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries are available on the website of the Companv(www.easemvtrip.com).
(b) Incorporation/Acquisition of Subsidiaries during the financial year under review:
During the year under review, the company has acquired the following subsidiary companies in India namely:
• Nutana Aviation Capital IFSC Private Limited
Further, the company has incorporated following subsidiary company outside India namely:
• EaseMyTrip NZ Ltd. under the laws of New Zealand
As on March 31, 2023 the Company has 11 subsidiaries within the meaning of Sections 2(87) of the Companies Act, 2013 ("Act") and has no Joint Venture or Associate Company.
11. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
12. DEPOSITS
During the year 2022-23, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed/ unpaid matured deposit or interest due thereon.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2023, following Directors and KMPs are acting on the Board of Company:
There is no change in the composition of Board of Directors during the year.
Pursuant to the provisions of section 152 of the Act, Mr. Prashant Pitti (DIN: 02334082), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
Profile and other information of Mr. Prashant Pitti as required under Regulation 26, Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given as an Annexure to the Notice convening this Annual General Meeting.
No Independent Director was due to be re-appointed during the year.
14. INDEPENDENT DIRECTORS' DECLARATION
As on March 31, 2023, Mr. Satya Prakash, Justice Usha Mehra (Retired) and Mr. Vinod Kumar Tripathi are the Independent Directors on the Board.
Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.
In terms of the provisions under the Companies Act, 2013, the Independent Directors met on March 31, 2023 and all the Independent Directors have attended the meeting.
In compliance with the requirements of SEBI LODR Regulations, the Company has put in place a framework for Independent Directors' Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on the Company's website www.easemytrip.com
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its meeting held on May 26, 2023, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The details of performance evaluation have been mentioned in the Corporate Governance Report.
16. COMMITTEES OF BOARD
The Company had constituted such committees as required under the Companies Act, 2013 & SEBI (LODR) Regulations 2015 along with the related rules made thereunder the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of the Annual Report.
Following Committees are functional:
(A) Audit Committee;
(B) Nomination and Remuneration Committee (NRC);
(C) Stakeholders Relationship Committee (SRC);
(D) Risk Management Committee (RMC);
(E) Corporate Social Responsibility Committee (CSR);
(F) Initial Public Offer Committee (IPO);
(G) Qualified Institutional Placement Committee (QIP); and
(H) Sexual Harassment Committee (SHC).
17. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act, the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.
The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Whistle Blower Policy is uploaded on the website of the Company at www.easemytrip.com
18. NOMINATION CUM REMUNERATION POLICY
For the purpose of selection of any Directors, Key Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees.
The salient features of the Policy as approved by the Board and amended from time to time are as follows:
i. Appointment of the Directors and Key Managerial Personnel of the Company.
ii. Fixation of the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.
iii. Formuiatea criterionfor determining qualifications, positive attributes and independence of a director.
iv. Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors.
v. To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.
vi. Undertake any other matters as the Board may decide from time to time.
The Nomination cum Remuneration Policy of the Company is available on the website of the Company at https://www.easemvtrip.com/investor-reiations.htmi
19. WEB LINK OF ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the prescribed format is avaiiabie at: Link:https://www.easemytrip.com/investor-reiations.htmi
20. IEPF
The detaiis of unpaid/uncashed dividend iying in the unpaid dividend account upto the year are available on the website of the company at https://www.easemytrip. com/investor-reiations.htmi
21. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS
At the Annual General Meeting held on August 30, 2022, the Shareholders have re-appointed M/s. S.R. Batiiboi & Associates LLP, Chartered Accountants (Firm's Registration No. E300004), as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 14th Annual General Meeting until the conclusion 19th Annual General Meeting to be held for the FY 2026-2027.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have aiso confirmed that they hoid a vaiid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Statutory Auditors Report contains qualification on the recoverability of balances with Go Air included in the financial statements of the Company. However, the qualification of the Statutory Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, do not caii for any further explanation.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act and the Rules made there under, M/s Sharma and Trivedi LLP, Company Secretaries, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2022-23.
The Secretariai Auditors have submitted their report, confirming compiiance by the Company of aii the provisions of appiicabie corporate iaws. The Report does not contain any quaiification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure- B to this report.
INTERNAL AUDITOR
The Company appointed M/s Crowe Advisory Services (India) LLP (LLPIN: AAO-5909), Chartered Accountants, Mumbai as internal Auditor of the Company for the financial year for the financial year ended 2022-23.
22. COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
23. DETAILS OF FRAUD REPORTED BY AUDITOR
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements as on March 31, 2023.
25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2022- 2023, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were on arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013.
Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rule 2014 is set out in Annexure C to this report.
The policy on related party transaction are placed on the Company's website https://www.easemytrip.com/ investor-relations.html
26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
No significant material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- D and is attached to this report.
The Company being in the Travel and Tourism Industry, its activities do not involve any expenditure on Technology and Research and Development, therefore, the particulars in the Companies (Accounts) Rules, 2014, as amended, in respect of Conservation of Energy and Technology Absorption is not applicable to the Company. Further, the Company is not energy intensive. However, the Company takes every effort to ensure optimum use of energy.
28. RISK MANAGEMENT POLICY
The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.
The Risk Management procedure is reviewed by the Board from time to time, to ensure that the executive management controls risks through means of a properly defined framework. Major risks identified are systematically addressed through mitigating actions on a continuing basis.
The policy on Risk Management Policy is placed on the Company's website https://www.easemytrip.com/ investor-relations.html0020
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company implemented its CSR initiatives through EaseMyTrip Foundation which contributes to the protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional art and handicrafts and training of Sports persons.
Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholder. In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Policy has been uploaded on the website of the Company at https://www.easemytrip. com/investor-reiations.htmi
The CSR budget for the financial year 2022-23 was ' 1,83,61,547 /- and the Company had spent an amount of ' 1,83,61,547 /- on CSR Activities. Annual Report on our CSR activities for the financial year ended March 31, 2023 along with the composition of CSR Committee is set out in Annexure E to this Report.
30. MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34(2) of the Listing Regulations, the Management's discussion and analysis is set out in this Integrated Annual Report.
31. CORPORATE GOVERNANCE REPORT
In terms of the provisions of Regulation 34(3) of the Listing Regulations read with Scheduie-V of these Regulations, the Corporate Governance Report for fiscai 2023 forms part of this integrated Annuai Report.
32. NUMBER OF MEETINGS OF THE BOARD
The Board met Thirteen (13) times during the financial year. The meeting detaiis are provided in the Corporate Governance report that forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report describing the initiatives undertaken by the Company from an environment, social and governance perspective, forms part of the Annual Report.
34. PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure F.
Further, disclosures pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name along with the particulars of top ten employees along with the employees drawing remuneration in excess of the iimits is annexed as Annexure G
35. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY
The Management of the Company has appointed M/s. ADMS & Co., Chartered Accountancy firm to assist in updating of Risk Control Matrix ("RCM") and perform necessary testing of controis. RCM and Testing resuits are adopted by the Management and shared with the Statutory Auditors for their review and report thereon. The Statutory Auditor has reviewed the report and given their comments. The Board duly adopted the comments of the auditors.
The Risk Controi Matrix wiii improve the overaii effectiveness of the company growth in long run also help in removing hindrances.
During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2022-23.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
No significant and material orders has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in piace Prevention of Sexuai Harassment (POSH) Policy in line with the requirements of The Sexuai Harassment of Women at the Workplace (Prevention, Prohibition & Redressai) Act, 2013. Aii employees (permanent, contractual, temporary, trainees) are covered under this Poiicy. The Company has provided a safe and dignified work environment for employee which is free of discrimination, further the Company conducts awareness program at regular interval of time.
In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013("Act") and Rules made there under, Company has constituted Internal Complaints Committees (ICC) to redress complaints received regarding Sexual Harassment at all Units. The Company has complied with the provisions relating to the constitution of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013 and during the financial year 2022-23 no cases/compiaints have been filed under the Act.
38. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed, along with proper explanation relating to material departure(s), if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year March 31, 2023 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have iaid down internai financiai controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectiveiy.
ACKNOWLEDGMENT
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.