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ITD Cementation India Ltd.

BSE: 509496 Sector: Infrastructure
NSE: ITDCEM ISIN Code: INE686A01026
BSE 00:00 | 27 Oct 50.25 -0.60
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50.75

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49.75

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OPEN 49.75
PREVIOUS CLOSE 50.85
VOLUME 6899
52-Week high 70.15
52-Week low 26.00
P/E 17.09
Mkt Cap.(Rs cr) 863
Buy Price 50.25
Buy Qty 44.00
Sell Price 50.75
Sell Qty 100.00
OPEN 49.75
CLOSE 50.85
VOLUME 6899
52-Week high 70.15
52-Week low 26.00
P/E 17.09
Mkt Cap.(Rs cr) 863
Buy Price 50.25
Buy Qty 44.00
Sell Price 50.75
Sell Qty 100.00

ITD Cementation India Ltd. (ITDCEM) - Director Report

Company director report

The Directors present herewith their Report and the Audited Financial Statements forthe 15 months period ended 31st March 2019 ("financial period").

FINANCIAL HIGHLIGHTS

(र in lakh)
Particulars

Standalone

Consolidated

Financial period ended March 31 2019 Year ended December 312017 Financial period ended March 31 2019 Year ended December 312017
Revenue from Operations 228345.92 187292.02 316506.94 206050.89
Profit after exceptional item before Depreciation and Finance costs 28178.80 26509.69 34141.98 28488.80
Depreciation and amortisation expense 6958.39 5520.30 8244.86 5774.33
Profit before finance costs 21220.41 20989.39 25897.12 22714.47
Finance costs 7784.57 8553.80 12432.31 8757.67
Profit before share of profit/(loss)of joint ventures and tax 13435.84 12435.59 13464.81 13956.80
Share of profit/ (loss) from joint ventures - - (14.55) (1382.66)
Profit before Tax 13435.84 12435.59 13450.26 12574.14
Less: Tax Expense 5248.44 5153.95 5134.42 5281.55
Profit after Tax 8187.40 7281.64 8315.84 7292.59
Add: Other Comprehensive Income (121.03) (195.63) (121.03) (195.63)
Total Comprehensive income for the period carried to Other Equity 8066.37 7086.01 8194.81 7096.96

Pursuant to the resolution passed by the Board of Directors of the Company at itsmeeting held on 22nd February 2018 approving the change in financial year ofthe Company from January- December to April- March the current financial statements ofthe Company have been prepared for a 15 months financial period ended 31stMarch 2019. Accordingly the figures for the financial period are not comparable withprevious year.

DIVIDEND

The Directors are pleased to recommend dividend for the financial period of र0.40 pershare on 171787584 equity shares (previous year ended 2017- र0.40 on 171787584equity shares) of Re 1/- each fully paid up. The above dividend together with taxthereon if approved will represent 10.12% of distributable profits of र8187.40 lakhfor the financial period.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves during the financial period.

REVIEW OF OPERATIONS Standalone performance

Revenue from operations for the financial period ended 31st March 2019 isर228345.92 lakh. The Company made a profit after exceptional item before depreciationand financial costs of र28178.80 lakh which is 12.34% of revenue from operation. TheCompany made a profit before tax of र13435.84 lakh and profit after tax of र8187.40lakh for the financial period.

Consolidated performance

Revenue from operations for the financial period ended 31st March 2019 isर316506.94 lakh. The Company made a profit after exceptional item before depreciationand financial costs of र34141.98 lakh which is 10.79% of revenue from operation. TheCompany made a profit before tax of र13450.26 lakh and profit after tax of र8315.84lakh for the financial period.

After a review of the position of outstanding debts your Directors have decided towrite off bad debts during the financial period amounting to र1824.38 lakh (previousyear ended 2017- र13323.35 lakh).

Total value of new contracts including our share in Joint Ventures secured during thefinancial period aggregated र519592 lakh (previous year ended 2017 - र353855 lakh).

Major contracts secured during the financial period are as under -

• Ballastless Trackwork Andheri to Dahisar (East) Mumbai Metro Rail Project

• OR-I and OR-II Berths Visakhapatnam Port Trust.

• Coal Jetty for Udangudi Super Critical Thermal Power Project Tamilnadu

• Refit Jetty and Allied Facilities at Port Blair Andaman LNG Jetty at DhamraOdisha

• Passenger Terminal Building and Airside Facilities at Trichy InternationalAirport.

• Construction Of New Integrated Terminal Reconstruction of Old TerminalModification of Existing Terminal Building at Pune Airport Maharashtra.

• Providing & Laying of sewage trunk by Mirco TBM for Ahmedabad MunicipalCorporation Gujarat

• Construction of Adits on tunnel between Rishikesh and Karanprayag for Rail VikasNigam Uttarakhand

• Underground RCC Box tunnel for Metro Railway Kolkata

• Ground Improvement & Earthwork for NPCIL at Gorakhour Haryana

During the financial period under report a number of major contracts were completedincluding-

• WQ 7 & WQ 8 Berth In Inner Harbour of Visakhapatnam Port Container Berths(3A 3B & 4A) for JSW Jaigarh Port Limited Jaigarh.

• LNG Berth at JSW Jaigarh Port.

• Building for Bose Institute Kolkata

• Micro Tunnel for Vadodara Mahanagar Seva Sadan Gujarat

• Microtunneling for Kolkata Environmental Improvement Investment ProgrammeKolkata

• CC26R - Elevated Via-Duct and Stations for Delhi Metro Rail Corporation

• Flyover at Noida for New Okhla Industrial Development Authority

• Piling Works for JSW Steel Plant at Dolvi Pen Maharashtra

• Various piling Box pushing and Civil works in Maharashtra West Bengal UP etc.

RAISING OF FUNDS THORUGH QUALIFIED INSTITUTIONS PLACEMENT ("QIP") ANDUTILIZATION THEREOF

In February 2018 the Company issued and allotted 16629684 fully paid up equityshares of face value of र1/- each at a price of र202.55 (including premium ofर201.55) per share aggregating to र33683.42 lakh through Qualified InstitutionsPlacement (QIP). The shares were allotted on 2nd February 2018 and the paid up sharecapital of the Company increased from र155157900 divided into 155157900 equityShares of र1/- each fully paid up to र171787584 divided into 171787584 equityShares of र1/- each fully paid up. The funds so raised were utilised to meet theCompany's long term working capital and capital expenditure requirements in connectionwith the Company's business repayment of debts and general corporate purposes.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES

As required under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended (hereinafterreferred to as ‘Listing Regulations') and Section 129 of the Companies Act 2013(hereinafter referred to as the ‘Act') the Consolidated Financial Statements whichhave been prepared by the Company in accordance with the applicable provisions of the Actand the applicable Accounting Standards form part of this Annual Report.

The performance and financial position of the Company's subsidiary and joint venturesare summarized herein below:

(र in lakh)
Name Total income Profit/ (Loss) for the financial period % share Share of Profit/ (Loss)
Subsidiary:
ITD Cementation Projects India Limited 0.14 (0.20) 100% (0.20)
Joint Ventures:
• ITD Cemindia JV 90096.08 (1775.91) 80% (1895.98) *
• ITD-ITD Cem JV 39400.99 (3211.06) 49% (1573.42)
• ITD- ITD Cem JV (Consortium of ITD - - (225.49) 40% (90.19)
ITD Cementation)
• ITD Cem-Maytas Consortium 2461.85 130.85 95% 124.31
• CEC-ITD Cem-TPL JV 60899.18 2748.43 60% 1649.06

* Share of profit/ loss recognized based on control exercised by the Company.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of the performance and financial position of the said Subsidiary andJoint Ventures as required under Rule 5 of the Companies (Accounts) Rules 2014 asamended is provided in Form AOC-1 - marked as Annexure 1 and forms part of theConsolidated Financial Statements.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company https://www . itdcem.co.in/investors and Theaudited financial statements of the Subsidiary Company will be made available to anyMember of the Company seeking such information at any point of time and are also availablefor inspection by any Member of the Company at the Registered Office of the Company on anyworking day during business hours up to the date of the Annual General Meeting.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company lays significant emphasis on improvements in methods and processes in itsareas of construction and operations. The primary focus of this effort is to continuallyrefine the frequently used systems at our project sites to derive optimization reductionin the breakdowns improve effectiveness and efficiency of use and hence provide acompetitive edge for any project. Energy Conservation Technology Absorption ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule8 of the Companies (Accounts) Rules 2014 is annexed herewith and marked as Annexure 2.

STATUTORY AUDITORS

Messrs Walker Chandiok & Co LLP Chartered Accountants Mumbai having FirmRegistration No. 001076N/N500013 were re- appointed as the Auditors of the Company at the39th Annual General Meeting (AGM) held on 11th May 2017 for aperiod of five years from the conclusion of the 39th AGM until the conclusionof the 44th AGM pursuant to the provisions of Section 139 of the Act subjectto ratification of their appointment by Members at every AGM if so required under theAct. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.

The Statutory Auditor's report does not contain any qualifications reservationsadverse remarks or disclaimers.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act the following persons weredesignated as KMP of the Company as at 31st March 2019:

Name of the KMP Designation
Mr. Adun Saraban@ Managing Director
Mr. Jayanta Basu* Deputy Managing Director
Mr. Prasad Patwardhan Chief Financial Officer
Mr. Rahul Neogi Company Secretary

@Mr. Adun Saraban was appointed as Wholetime Director designated as Executive ViceChairman with effect from 23rd April 2019.

* Mr. Jayanta Basu was appointed as an Additional Director- Deputy Managing Directorwith effect from 29th November 2018 and was subsequently appointed as ManagingDirector with effect from 23rd April 2019.

b) Directors

Appointment/Re-appointment

At the Board Meeting held on 22nd February

2018 Mr. Sunil Shah Singh (DIN 00233918) was appointed as an Independent Director ofthe Company for a period of 5 years from 11th May 2018 to 10th May2023 (both days inclusive) subject to approval of the Members at the ensuing AnnualGeneral Meeting.

Mr. Pankaj I. C. Jain (DIN 00173513) was appointed as Additional and IndependentDirector for a term of 5 years from 31st October 2018 to 30thOctober 2023. His appointment as a Director and an Independent Director for a term of 5years from 31st October 2018 to 30th October 2023 was approved bythe Members through Postal Ballot on 1st July 2019.

Mr. D. P. Roy (DIN 00049269) was re-appointed as an Independent Director of the Companyfor a second term of two consecutive years from 6th August 2019 to 5thAugust 2021 which was approved by the Members through Postal Ballot on 1stJuly 2019.

Mr. Piyachai Karnasuta (DIN: 07247974) was appointed as Chairman of the Company witheffect from 1st April 2019. Mr. Karnasuta retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment.

Mr. Adun Saraban (DIN 01312769) was reappointed as Managing Director for the periodfrom 1st January 2019 to 22nd April 2019 and subsequently appointed as Whole-timeDirector designated as Executive Vice Chairman for the period from 23rd April 2019 to31st December

2019. His re-appointment as Managing Director for the period from 1st January 2019 to22nd April 2019 and his subsequent appointment as Whole-time Director designated asExecutive Vice Chairman for the period from 23rd April 2019 to 31st December 2019 wereapproved by the Members through Postal Ballot on 1st July 2019.

Mr. Santi Jongkongka (DIN 08441312) was appointed as an Additional Director andWholetime Director designated as Executive Director (Operations) for the period from 2ndMay 2019 to 21st May 2019 and subsequently appointed and re-designated asExecutive Vice Chairman (Designate) with effect from 22nd May 2019. Hisappointment as Director and Whole-time Director designated as Executive Director(Operations) for the period from 2nd May 2019 to 21st May 2019 andhis subsequent appointment and re-designation as Executive Vice Chairman (Designate) witheffect from 22nd May 2019 were approved by the Members through Postal Balloton 1st July 2019 subject to the approval of the Central Government in termsof Section 196 of the Companies Act 2013 (the Act) read with Part I of Schedule V to theAct.

Mr. Jayanta Basu (DIN 08291114) was appointed as Additional Director and Whole-timeDirector designated as Deputy Managing Director of the Company from 29thNovember 2018 to 22nd April 2019 and was subsequently appointed as ManagingDirector for a period of three years from 23rd April 2019 to 22nd April 2022.His appointment as a Director and Wholetime Director designated as Deputy ManagingDirector of the Company from 29th November 2019 to 22nd April 2019and his subsequent appointment as Managing Director for a period of three years from 23rdApril 2019 to 22nd April 2022 were approved by the Members through PostalBallot on 1st July 2019.

The Board of Directors at its meeting held on 3rd July 2019 recommendedfor re-appointment of Mrs. Ramola Mahajani (DIN 00613428) as an Independent Director ofthe Company for a second term from 6th November 2019 to 22nd December2022 subject to the approval of the Members at the ensuing Annual General Meeting.

The disclosures made in this regard are available at http://www.itdcem.co.in/about-us/board-of-directors-and-committees-of-directors/

Resignation

Mr. Per Ebbe Hofvander (DIN: 00254616)

Independent Director resigned with effect from 23rd February 2018 onaccount of health reasons.

Mr. D. E. Udwadia (DIN: 00009755) an Independent Director resigned from the Board ofthe Company with effect from close of business hours on 29th March 2019 as hehad completed 36 long years as a Director of the Company and he thought that this was theappropriate time for him to move on.

Mr. Premchai Karnasuta (DIN 00233779) NonExecutive Director and Chairman resignedfrom the Board of the Company and relinquished his position as Chairman of the Companywith effect from the close of business hours on 31st March 2019 on account ofhis inability to devote sufficient time to the affairs of the Company given his otherprofessional overseas commitments.

Mr. Pathai Chakornbundit (DIN 00254312) NonExecutive Director and Vice Chairmanresigned from the Board of the Company with effect from the close of office hours on 31stMarch 2019 as he had already attained the age of 75 years and wished to devote his timeto other pursuits.

The Board placed on record its deep appreciation of the valuable services rendered andnotable contributions made by Mr. Per Ebbe Hofvander Mr. D. E. Udwadia Mr. PremchaiKarnasuta and Mr. Pathai Chakornbundit during their respective tenure as Directors of theCompany.

The disclosures made in this regard are available athttp://www.itdcem.co.in/about-us/board-of- directors-and-committees-of-directors/

c) Declarations by Independent Directors

The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Act and Regulation 25 (8) of the Listing Regulationsconfirming that they meet with the criteria of independence as laid down in Section 149(6)of the Act as well as Regulation 16(1)(b) of the Listing Regulations.

There has been no change in the circumstances affecting their status as independentdirectors of the Company.

d) Pecuniary Relationship of Non-Executive Directors

During the financial period under review the non-executive directors of the Companyhad no pecuniary relationship or transactions with the Company other than being inreceipt of sitting fees commission and reimbursement of expenses incurred by them for thepurpose of attending meetings of the Board/Committees of Board of the Company.

e) Performance Evaluation

Pursuant to the provisions of Section 134 (3) (p) Section149 (8) and Schedule IV ofthe Act and applicable Listing Regulations Annual Evaluation of Performance of the Boardthe individual Directors as well as Committees of the Board had been carried out. Theperformance of the board was evaluated by the Board after seeking inputs from all theDirectors on the basis of criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board based on the inputs from the committee members onthe basis of criteria such as the composition of committees effectiveness of committeemeetings etc.

In a separate Meeting of Independent Directors held on 11th February 2019performance of Non-Independent Directors the Board as a whole and the Chairman of theCompany was evaluated taking into account the views of Executive Directors andNon-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual Directors on the basis of meaningful contribution made by the individualDirector while participating in the Board and Committee meetings etc.

Based on the meeting of the Independent Directors and meeting of Nomination andRemuneration Committee the performance of the Board its Committees and IndividualDirectors was also deliberated upon at the Board Meeting. Performance Evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.

f) Number of Meetings of Board of Directors

8 meetings of Board of Directors were held during the period under report. For detailspertaining to the composition and number of meetings of the Board please refer to theReport on Corporate Governance which forms part of this Report.

REMUNERATION OF DIRECTORS AND KMPs

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197 of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below:

(a) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial period:

Directors Ratio to median remuneration*
Non - Executive Directors
- Mr. Premchai Karnasuta1 -
- Mr. Pathai Chakornbundit2 -
- Mr. D.E. Udwadia3 0.61:1
- Mr. Per Ebbe Hofvander4 -
- Mr. D.P. Roy 0.61:1
- Mrs. Ramola Mahajani 0.61:1
- Mr. Piyachai Karnasuta -
- Mr. Sunil Shah Singh5 0.61:1
- Mr. Pankaj I. C. Jain6 0.24:1
Executive Directors
- Mr. Adun Saraban7 21.27:1
- Mr. Jayanta Basu8 14.03:1

1. Mr. Premchai Karnasuta resigned as Director w.e.f. the close of office hours on 31stMarch2019

2. Mr. Pathai Chakornbundit resigned as Director w.e.f. the close of office hours on 31stMarch2019

3. Mr. D. E. Udwadia resigned as Director w.e.f. the close of business hours on 29thMarch 2019

4. Mr. Per Hofvander resigned as Director w.e.f. 23rd February 2018

5. Mr. Sunil Shah Singh was appointed as non-Executive Director w.e.f. 22ndFebruary 2018 and an Independent Director w.e.f. IIm May 2018

6. Mr. Pankaj I. C. Jain was appointed as non-Executive Independent Director w.e.f. 31stOctober 2018

7. Mr. Adun Saraban was appointed as Whole-time Director designated as Executive ViceChairman with effect from 23rd April 2019.

8. Mr. Jayanta Basu was appointed as an Additional Director- Deputy Managing Directorwith effect from 29th November 2018 and was subsequently appointed as ManagingDirector with effect from 23rd April 2019.

Non - Executive Directors resident in India were paid sitting fees as given in theReport on Corporate Governance. Sitting fees do not constitute an element of remuneration.

(b) The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary during the financial period:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration
Mr. Premchai Karnasuta1 -
Mr. Pathai Chakornbundit2 -
Mr. D.E. Udwadia3 -
Mr. Per Ebbe Hofvander4 -
Mr. D.P. Roy -
Mrs. Ramola Mahajani -
Mr. Piyachai Karnasuta -
Mr. Sunil Shah Singh5 -
Mr. Pankaj I.C. Jain6 -
Mr. Adun Saraban Managing Director7 15.00%
Mr. Jayanta Basu 13.00%
Deputy Managing Director8
Mr. Prasad Patwardhan 10.00%
Chief Financial Officer
Mr. Rahul Neogi Company Secretary 11.98%

1. Mr. Premchai Karnasuta resigned as Director w.e.f. the close of office hours on 31stMarch 2019

2. Mr. Pathai Chakornbundit resigned as Director w.e.f. the close of office hours on 31stMarch 2019

3. Mr. D. E. Udwadia resigned as Director w.e.f. the close of business hours on 29thMarch 2019

4. Mr. Per Hofvander resigned as Director w.e.f. 23rd February 2018

5. Mr. Sunil Shah Singh was appointed as non-Executive Director w.e.f. 22ndFebruary 2018 and as an Independent Director w.e.f. 11th May 2018

6. Mr. Pankaj I. C. Jain was appointed as non-Executive Independent Director w.e.f. 31stOctober 2018

7. Mr. Adun Saraban was appointed as Wholetime Director designated as Executive ViceChairman with effect from 23rd April 2019.

8. Mr. Jayanta Basu was appointed as an Additional Director- Deputy Managing Directorwith effect from 29th November 2018 and was subsequently appointed as ManagingDirector with effect from 23rd April 2019.

(c) The percentage increase in the median remuneration of employees in the financialyear: 12.42%

(d) The number of permanent employees on the rolls of the Company: 2111(As on 31stMarch 2019)

(e) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Sr. No Other Employees Managerial Remarks
1 11.71% 12.00% NIL

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:

• in the preparation of the annual accounts for the 15 month period ended 31stMarch 2019 the applicable accounting standards have been followed and there have been nomaterial departures;

• the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial period and of the profit of the Company for that period;

• the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

• the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

AUDIT COMMITTEE

The details pertaining to the composition terms of reference and number of meetings ofthe Audit Committee are included in the Report on Corporate Governance which forms partof this Report.

During the financial period under review there was no instance wherein the Board hadnot accepted any recommendation of the Audit Committee.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated and published a Whistle Blowing and Prevention of SexualHarassment Policy and Procedures to deal with instances of harassment or victimization ifany. This Policy has adequate safeguards against victimization of the whistle blower andensures protection of the whistle blower's identity. Whistle Blower or Complainant as thecase may be under the said Policy shall be entitled to direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases. In case of any Whistle BlowingDisclosure the Managing Director shall constitute a Committee from Senior Management Teammembers as stipulated in the said Policy. This Policy is available on the website of theCompany at www.itdcem.co.in .

INTERNAL FINANCIAL CONTROLS

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. In order to enhance controls and governance standards theCompany has adopted Standard Operating Procedures which ensure that robust internalfinancial controls exist in relation to operations financial reporting and compliance. Inaddition the Internal Audit function monitors and evaluates the efficacy and adequacy ofthe internal control system in the Company its compliance with operating systemsaccounting procedures and policies. Periodical reports on the same are also presented tothe Audit Committee.

During the period under report the internal controls were tested and found effectiveas a part of the Management's control testing initiative. Accordingly the Board with theconcurrence of the Audit Committee and the Auditors is of the opinion that the Company'sInternal Financial Controls were adequate and operating effectively for the financialperiod ended 31st March 2019.

COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 the Company is required to prepare and maintain cost records and also havethe same audited by a Cost Accountant.

The Board based on the recommendation of the Audit Committee has re-appointed Mr.Suresh D. Shenoy Cost Accountant as Cost Auditors of the Company for conducting costaudit for the Financial Year 2019-2020. The Cost Audit Report and the Compliance Report ofyour Company for the Financial Year ended 31 st December 2017 was filed withthe Ministry of Corporate Affairs by Mr Suresh D. Shenoy Cost Accountants before the duedate as prescribed under Companies (Cost Records And Audit) Rules 2014 as amended fromtime to time. Further the cost accounts and records as required to be maintained underSection 148 of the Act are duly made and maintained by the Company.

The Company has received consent from Mr. Shenoy for his re-appointment. He has alsoprovided confirmation that he is free from any disqualification specified under Section141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. He has furtherconfirmed his independent status and an arm's length relationship with the Company.

The consent of the members is being sought at the ensuing Annual General Meeting forratification of the remuneration payable to the Cost Auditor for the financial year2019-20.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans guarantees and investments as required under the provisions ofSection 186 of the Act have been disclosed in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under Section 188(1) of the Act andRules famed thereunder. All contracts or arrangements with related parties entered duringthe financial period were at arm's length basis and in the ordinary course of theCompany's business. All such contracts or arrangements were entered into with priorapproval of the Audit Committee.

In terms of Section 134(3) and (4) read with Section 188(2) of the Act no materialcontract or arrangement with any related party was entered into by your Company during thefinancial period under report. Therefore there is no requirement to report anytransaction in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014.

The related party disclosures as specified in Para A of Schedule V read with Regulation34(3) of the Listing Regulations are given in the Financial Statements.

A Policy governing the related party transactions has been adopted and the same hasbeen uploaded on the Company's website at www.itdcem.co.in .

RISK MANAGEMENT

The Board of Directors of the Company has constituted Risk Management Committee toimplement and monitor the risk management plan for the Company although this is anon-mandatory requirement of the Company.

The Company has adopted a risk management policy and has in place a mechanism to informthe Audit/Board Members about risk assessment and minimization procedures and itsperiodical review.

More details in respect to the risk management are given in Management Discussion andAnalysis (MD&A).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors had constituted a CSR Committee comprising Mr. Per HofvanderMr. Pathai Chakornbundit andMr.Adun Saraban.The Committee was re-constituted on 10thMay 2018 effective 11th May 2018 comprising Mr. Pathai Chakornbundit Mr.Adun Saraban and Mr. D. P. Roy as its members.

Mr. Pathai Chakornbundit was the Chairman of this Committee till 31st March2019. The Committee was last re-constituted on 22nd May 2018 comprising Mr.Piyachai Karnasuta Mr. Adun Saraban Mr. D. P. Roy Mr. Santi Jongkongka and Mr. JayantaBasu as members of the Committee. Mr. Piyachai Karnasuta is the Chairman of thisCommittee.

The Company has framed and adopted the CSR Policy and the same has been uploaded on theCompany's website www.itdcem.co.in . Your Company strives to adopt a balanced approach tooverall community development through CSR activities in and around the areas where itoperates touching upon various aspects of society such as education health environmentand empowerment of economically weaker sections of the society.

Based on average net profit earned by the Company in the three immediately precedingfinancial years as computed in accordance with the CSR Rules the Company was required tospend an amount of र89.87 lakh on CSR activities against which the Company spentर108.16 lakh during the financial period under report.

The disclosures required to be given under Section 135 of the Act read with Rule 9 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 are in Annexure 3 andform part of this Report.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The details pertaining to the composition terms of reference and number of themeetings held for the NRC are included in the Report on Corporate Governance which formspart of this Report.

The Nomination and Remuneration Policy on Directors' appointment and remuneration isgiven in Annexure 4 and form part of this Report.

The Company has adopted the Nomination and Remuneration Policy and the same has beenuploaded on the Company's website at www.itdcem.co.in .

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees as required under Section 197 of the Act read with Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to the Board's Report and marked as Annexure 5. In accordance with theprovisions of Section 136 of the Act the Annual Report and Accounts are being sent to allthe Members of the Company excluding the aforesaid information and the said particularswill be made available on request and also made available for inspection at the RegisteredOffice of the Company. Any Member interested in obtaining such particulars may write tothe Company Secretary at the Registered Office of the Company.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with the Rules therein theSecretarial Audit Report issued by M/s Parikh & Associates Practicing CompanySecretaries is attached and marked as Annexure 6 to this Report.

The Secretarial Auditor's report does not contain any qualifications reservationsadverse remarks or disclaimers.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return isattached and marked as Annexure 7 to this report and also uploaded on the website of theCompany web link www.itdcem.co.in

DEPOSITS

The Company has not accepted any deposit from the public falling under Section 73 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Listing Regulations 2015 the Management Discussion and Analysis isattached hereto and forms part of this Annual Report and marked as Annexure 8 to thisReport.

CORPORATE GOVERNANCE

Pursuant to Listing Regulations the Report on Corporate Governance alongwith acertificate of compliance from the Auditors are attached hereto and marked as Annexure 9to this Report.

BUSINESS RESPONSIBILITY REPORT

As required under Regulation 34(2)(f) of the Listing Regulations the BusinessResponsibility Report forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial period under review and thedate of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial period under review there were no significant and material orderspassed by any regulator or court or tribunal impacting the going concern status of theCompany and its future operations.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

During the financial period under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

REPORTING OF FRAUD BY AUDITORS

The Statutory Auditors of the Company have not reported any instances of fraud underthe second proviso of Section 143(12) of the Act.

ISO 9001:2015 ISO 14001:2015 & OHSAS 18001:2007

The Company has an established Integrated Management System comprising QualityManagement System (QMS) conforming to ISO 9001:2015 Environmental Management System (EMS)conforming to ISO 14001: 2015 and Occupational Health and Safety Management Systemconforming to OHSAS 18001:2007 at all offices project sites and depots. During thefinancial period the Company's Management System has been audited and compliance to therequirements of the International Standards has been confirmed by DNV GL-BusinessAssurance (DNV GL- BA).

The Company is amongst the few construction companies who have established anIntegrated Management System SAP ERP and is adequately maintaining the system to ensurecustomer satisfaction compliance to legal and other nonregulatory requirements as per theStandards along with continual improvements to the system.

OUTLOOK

The infrastructure sector forms the economy's foundation and is an importantdeterminant of economic growth. The infrastructure sector has become the biggest focusarea of the Government of India. Under Interim Union Budget 2019-20 USD 63.20 billion wasallocated to the sector. In 2018 India ranked 44th out of 167 countries in the WorldBank's Logistics Performance Index (LPI) 2018. Government of India is giving huge impetusfor development of infrastructure and construction services through focussed policies suchas open FDI norms increased budgetary allocation to Infrastructure sector Smart citiesmission etc. India is expected to become the 3rd largest infrastructure marketin the world by 2025 (KPMG Infrastructure Report).

The initiatives undertaken by the Government in the last few years have givensignificant boost to the infrastructure sector. With appropriate policies in place andproper implementation the Indian Infrastructure sector will propel the growth of theIndian economy further and become an engine of growth.

Given this backdrop the Company is well-positioned to leverage this tremendous growthpotential.

The Company continues to selectively bid for projects after due evaluation of risksprofitability and project cashflow. The Company has achieved a strong and diversifiedorder book of र999248 lakh as on 31st March 2019 including its share in thejoint ventures. It hopes to benefit from the upcoming opportunities in the infrastructuresector in India and align with the expectations of all its stakeholders includingpromoters investors clients and owners employees the wider community and theenvironment.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) founded in 1958 is a leadingcivil engineering & infrastructure construction and development company in Thailand.With a well-diversified presence across the construction space that includes MRTairports buildings dams & tunnels highways expressways & bridges industrialworks mining and telecommunications ITD is listed in Nikkei Asia300; a list of Asia'sbiggest and fastest growing companies among 11 economies in the continent.

ITD has been a leader in infrastructure construction in Thailand for more than 60 yearsand has since then expanded its operations across several other countries in South Eastand South Asia.

ITD is the only Thai construction company to win the prestigious InternationalFederation of Asian and Western Pacific Contractor's Association (IFAWPCA) Gold MedalAward for civil engineering in 1982. It was awarded to ITD for the construction of thelargest and most challenging civil engineering project ever attempted in Thailand - theKhao Laem Dam.

The Royal Seal of The Garuda was awarded to the company by His Majesty the King on 23rdDecember1985. The Royal Seal of the Garuda is the highest and most honourable achievementunder the Royal Patronage of the King of Thailand.

One of the landmark projects which ITD has been proudly associated with is theconstruction of the Suvarnabhumi International Airport approximately 25 km east ofBangkok which ITD successfully completed in 2006. This is the twentieth busiest airportin the world and the ninth busiest airport in Asia for the year 2016.

ITD has an experienced in-house training division responsible for maintaining the highlevel of construction skills and safety - a prime company objective.

In 2018 ITD posted revenues of over 60 billion Thai Baht on consolidated basis (aboutर1366240 lakh) and had 32531 employees on its rolls.

DEPOSITORY SYSTEM

The shares of the Company are mandatorily traded in electronic form. The Company hasentered into Agreements with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL).

FINANCIAL YEAR

The Board of Directors of the Company at its Meeting held on 22nd February2018 approved and adopted change in financial year of the Company from January-December toApril-March upon the Company ceasing to be subsidiary of Italian-Thai Development PublicCompany Limited pursuant to the provisions of the Companies Act 2013.

Therefore the current financial year of the Company is for a period of 15 monthscommencing from 1st January 2018 and ending on 31st March 2019.Thereafter financial years of the Company will be for a period of 12 months commencing on1 st April and ending on 31st March every year.

INDUSTRIAL RELATIONS

Relations with staff and labour remained peaceful and cordial during the financialperiod under review.

ACKNOWLEDGEMENT

The Directors thank ITD for the continued support extended by it and the guidanceprovided to your Company.

The Directors thank all employees for their contribution and the shareholderscustomers and bankers for their continued support.

For and on behalf of the Board
Piyachai Karnasuta
(DIN:07247974)
Date : 3rd July 2019 Chairman

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