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ITD Cementation India Ltd.

BSE: 509496 Sector: Infrastructure
NSE: ITDCEM ISIN Code: INE686A01026
BSE 00:00 | 03 Feb 101.35 -2.00
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VOLUME 123964
52-Week high 146.90
52-Week low 55.50
P/E 20.27
Mkt Cap.(Rs cr) 1,741
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 103.50
CLOSE 103.35
VOLUME 123964
52-Week high 146.90
52-Week low 55.50
P/E 20.27
Mkt Cap.(Rs cr) 1,741
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ITD Cementation India Ltd. (ITDCEM) - Director Report

Company director report

The Directors present herewith their Report and the Audited FinancialStatements for the financial year ended 31 March 2022.

FINANCIAL HIGHLIGHTS

` in lakhs

Standalone

Consolidated

Particulars

Financial Year ended

Financial Year ended
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Revenue from Operations 324952.73 220831.88 380901.65 272773.11
Profit before Finance costs Depreciation Exceptional item and share of profit/ (loss) from joint ventures 30934.85 21343.66 30492.13 22531.19
Finance costs 13240.97 11133.68 14159.96 13819.52
Depreciation and amortisation expense 9490.74 8284.07 10254.86 10015.09
Share of profit/ (loss) from joint ventures - - 3298.86 3303.80
Profit before Tax 8203.14 1925.91 9376.17 2000.38
Less: Tax Expense 1321.73 349.98 2442.07 405.15
Profit after Tax 6881.41 1575.93 6934.10 1595.23
Add: Other Comprehensive Income (126.56) 249.54 (126.56) 249.54
Total Comprehensive income for the financial year carried to Other Equity 6754.85 1825.47 6807.54 1844.77

PERFORMANCE OF THE COMPANY

Standalone performance

Revenue from operations for the financial year ended 31 March 2022 is H324953 Lakhs (H 220832 Lakhs in FY 2020-21) an increase of about 47% over the previousyear.

The Company has made profit before finance costs depreciationexceptional item and share of profit/ (loss) from joint ventures of H 30935 Lakhs whichis 9.5% of revenue from operations. The Company has made a profit before tax of H 8203Lakhs and profit after tax of H 6881 Lakhs in the FY 2021-22.

Consolidated performance

Revenue from operations for the financial year ended 31 March 2022 is H380902 Lakhs (H 272773 Lakhs in FY 2020-21) an increase of about 40% over the previousyear. The Company has made profit before finance costs depreciation exceptional item andshare of profit/ (loss) from joint ventures of ` 30492 Lakhs which is 8% of revenue fromoperations. The Company has made a profit before tax of H 9376 Lakhs and profit after taxof H 6934 Lakhs in the FY 2021-22.

REVIEW OF OPERATIONS

Indian Industry continued to be affected by the disruptions caused bythe COVID-19 pandemic for a significant part of the year 2021-22 impacting people?slives livelihood and business. However gradual unlocking of the economy recordvaccinations and continued Government support towards industries have led to a significantimprovement in the industrial sector and resulted in Indian businesses gaining the desiredmomentum. Despite the surge in COVID-19 cases in the third wave of pandemic in December2021 and January 2022 the Company?s operations had largely remained unaffected. TheCompany has thus been able to register an overall improved operational performance in thelater part of the financial year and demonstrate a resilient financial performance withstrong execution capabilities by registering topline growth of 40% year on year basis andhealthy EBITDA margin of 8.9% despite the challenging economic environment.

The Company has also taken proactive measures to safeguard its peopleand business while addressing the COVID-19 challenge.

Total value of new contracts including the Company?s share inJoint Ventures secured during the financial year aggregated H 776931 Lakhs (FY 2020-21 H281200 Lakhs).

Major contracts secured during the FY 2021-22 having a value of H20000 Lakhs and above were as under: –

• Construction of Under Ground Stations at Light House KutcheryRoad Alwarpet Bharathidasan Road and Associated Twin Tunnel Chennai for Chennai MetroRail Corporation Limited

• Construction of Under Ground Stations at Light House AtBoatclub Nandanam Panagalpark Kodambakkam Kodambakkam Flyover and associated TwinTunnel Cut & Cover Box etc. Chennai for Chennai Metro Rail Corporation Limited

• Construction of Roads & Bridges Drains Water SupplySewerage and associated works Karwar

• Construction of IOC Captive Marine Jetty and Associated works atKamarajar Port Limited Ennore for IOCL

• Construction of Aero Space Museum at Air Force Station PalamDelhi for Military Engineer Services

• Construction of Dream City Depot including Metro Bhavan andAssociated Works Surat for Gujarat Metro Rail Corporation

• Work Modi_cation and Refurbishment of T-2 Building at SardarVallabhbhai Patel International Airport Ahmedabad for Adani Ahmedabad InternationalAirport Limited

• Construction of various Buildings for Sikkim University atYangang Sikkim for The Registrar Sikkim University

• Development of Brahmaputra Riverfront from New DC Bungalow toKacharighat Guwahati for Guwahati Smart City Limited During the financial year a numberof contracts were completed including-

• Construction of Underpass Noida for Noida Authority

• Construction of Civil foundations and retaining wall Jaigarhfor Jindal Steel Works

• Construction of Civil Foundation for Material HandlingStructure Jaigarh for Jindal Steel Works

• Constructions of Liquid cum LPG Jetty at Krishnapatnam PortAndhra Pradesh for Karnataka Power Corporation Limited

• Construction of Seven Stations Including Related Works atKolkata for Rail Vikas Nigam Limited

DIVIDEND

In view of the performance of the Company during the financial yearunder consideration the Directors are pleased to recommend a dividend of H 0.45 perequity share on 171787584 equity shares of H 1/- each fully paid up. The

above dividend amounting to H 773 Lakhs if approved at the ensuingAnnual General Meeting (AGM) of the Company will represent 11.23% of distributableprofits of H 6881 Lakhs for the financial year.

Pursuant to the Finance Act 2020 since dividend income is taxable inthe hands of the shareholders the Company will be required to make deduction of tax atsource from dividend payable to the members at prescribed rates under the Income Tax Actfor the said financial year.

In terms of the provisions of Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("ListingRegulations") the Company has formulated and adopted a Dividend Distribution Policy.It is available on the Company?s website and can be accessed athttps://www.itdcem.co.in/wpcontent/uploads/Dividend Distribution_Policy

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves during thefinancial year.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES

As required under Regulation 34 of the Listing Regulations and Section129 of the Companies Act 2013 (hereinafter referred to as ‘the Act?) theConsolidated Financial Statements which have been prepared by the Company in accordancewith the applicable provisions of the Act and the applicable Accounting Standards formpart of this Annual Report.

The performance and financial position of the Company?s subsidiaryand joint ventures are summarised herein below:

` in lakhs

Name Total income Profit/ (Loss) for the financial year % share Share of Profit/ (Loss)*
Subsidiary:
• ITD Cementation Projects India Limited 34.92 (0.89) 100% (0.89)
Joint Ventures:
• ITD Cemindia JV 34700.95 (5599.45) 80% (5577.98)
• ITD-ITD Cem JV 14728.99 887.43 49% 434.84
• ITD- ITD Cem JV (Consortium of ITD – ITD Cementation) 2.73 (72.19) 40% (28.88)
• ITD Cem-Maytas Consortium 26836.79 1501.13 95% 1426.07
• CEC-ITD Cem-TPL JV 32433.48 4821.50 60% 2892.90
• ITD Cem-BBJ JV 13559.89 - 51% -

* Share of profit/ loss recognised based on control exercised by theCompany.

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of the performance and financial position of the saidSubsidiary and Joint Ventures as required under Rule 5 of the Companies (Accounts) Rules2014 as amended 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 thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of Subsidiary are alsoavailable on the website of the Company https://www. itdcem.co.in/investors.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company lays significant emphasis on improvements in methods andprocesses in its areas of construction and operations. The primary focus of this effort isto continually refine the frequently used systems at the Company?s project sites toderive optimisation reduction in the breakdowns improve effectiveness and efficiency ofuse and hence provide a competitive edge for any project. Information on EnergyConservation Technology Absorption Foreign Exchange Earnings and Outgo as requiredunder Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules2014 is attached herewith and marked as Annexure 2 to this Report.

AUDITORS AND AUDITORS? REPORTS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act M/s WalkerChandiok & Co LLP Chartered Accountants Mumbai having Firm Registration No.001076N/N500013 were re- appointed as the Auditors of the Company at the 39th AnnualGeneral Meeting (AGM) for a period of five years from the conclusion of the 39th AGM untilthe conclusion of the 44th AGM to be held in the year 2022. The term of office of M/sWalker Chandiok

& Co LLP Chartered Accountants Mumbai as Statutory Auditors ofthe Company will be coming to an end upon the conclusion of the forthcoming AGM of theCompany. The Board places on record its appreciation for the services rendered by M/s.Walker Chandiok & Co LLP Chartered Accountants during their tenure as the StatutoryAuditors of the Company.

The Statutory Auditor?s report does not contain anyqualifications reservations adverse remarks or disclaimers. The Board of Directors atits meeting held on 26 May 2022 upon the recommendation of the Audit Committee haveconsidered approved and recommended to the Shareholders for their approval theappointment of M/s. T R Chadha & Co. LLP Chartered Accountants (ICAI FirmRegistration Number:006711N/N500028) as the Statutory Auditors of the Company in place ofthe retiring Auditors M/s. Walker Chandiok & Co. LLP Chartered Accountants (ICAIFirm Registration Number 001076N /N500013) for a period of 5 years from the conclusion ofthe 44th AGM to be held in the year 2022 till the conclusion of the 49th AGM to be held inthe year 2027 subject to the approval of the shareholders of the Company. The StatutoryAuditors have confirmed their independent status and eligibility for the said appointment.As required under the provisions of Section 139 (1) of the Act the Company has receivedwritten consent from

M/s T R Chadha & Co. Chartered Accountants Mumbai informing thattheir appointment if made would be in accordance with the provisions of the Act readwith Rule 4(1) of the Companies (Audit and Auditors) Rules 2014 and that they satisfy thecriteria provided in Section 141 of the Act. As required under the Listing Regulations2015 the Statutory Auditors have also confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditors

In terms of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended the Company is required to prepare andmaintain cost records and also have the same audited by a Cost Accountant. The Cost AuditReport and the Compliance Report of the Company for the year ended 31 March 2021 was filedwith the Ministry of Corporate Affairs by Mr. Suresh D. Shenoy Cost Accountant beforethe due date as prescribed under Companies (Cost Records and Audit) Rules 2014 asamended. Further the cost accounts and records as required to be maintained under Section148 of the Act are duly made and maintained by the Company.

The Board based on the recommendation of the Audit Committee hasre-appointed Mr. Suresh D. Shenoy Cost Accountant as Cost Auditors of the Company forconducting cost audit for the year 2022-23. The Company has received consent from Mr.Shenoy for his re-appointment. He has also provided confirmation that he is free from anydisqualification specified under Section 141(3) and proviso to Section 148(3) read withSection 141(4) of the Act. He has further confirmed his independent status and anarm?s length relationship with the Company.

The consent of the members is being sought at the ensuing AnnualGeneral Meeting for rati_cation of the remuneration payable to the Cost Auditor for thefinancial year 2022-23. The Cost Auditor?s report does not contain anyqualifications reservations adverse remarks or disclaimers.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed M/s Parikh & Associates Practicing Company Secretaries Mumbai as theSecretarial Auditor for conducting Secretarial Audit of the Company for the year 2022-23.The Secretarial Audit Report issued by M/s Parikh & Associates is attached herewithand marked as Annexure 3 to this Report.

The Secretarial Auditor?s report does not contain anyqualifications reservations adverse remarks or disclaimers.

DIRECTORSANDKEYMANAGERIALPERSONNEL a) Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act thefollowing persons are the KMPs of the Company as at 31 March 2022:

Name of the KMP Designation
Mr. Santi Jongkongka Executive Vice Chairman
Mr. Jayanta Basu Managing Director
Mr. Prasad Patwardhan Chief Financial Officer
Mr. Rahul Neogi Company Secretary

b) Directors

Appointment /Re-appointment:

Subsequent to the financial year under review Mr. Santi Jongkongka(DIN 08441312) was re-appointed as Whole-time Director designated as Executive ViceChairman of the Company for a period of three years from 02 May 2022 to 01 May 2025 (bothdate inclusive) liable to retire by rotation duly approved by the Members through PostalBallot on 18 July 2022. During the same period Mr. Jayanta Basu (DIN 08291114) wasre-appointed as Managing Director of the Company for a period of three years from 23 April2022 to 22 April 2025 (both date inclusive) not liable to retire by rotation dulyapproved by the Members through Postal Ballot on 18 July 2022.

Mr. Piyachai Karnasuta (DIN 07247974) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

Cessation

During the financial year under review Mr. D. P. Roy ceased to be aDirector of the Company with effect from 06 August 2021 upon completion of his second termas an Independent Director.

The Board placed on record its deep appreciation of the valuableservices rendered and notable contributions made by Mr. D. P. Roy during his tenure asDirector of the Company. The disclosures made in this regard are available at http://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 IndependentDirector of the Company under Section 149(7) of the Act and Regulation 25 (8) of theListing Regulations confirming that they meet with the criteria of independence as laiddown in Section

149(6) of the Act as well as Regulation 16(1) (b) of the ListingRegulations.

There has been no change in the circumstances affecting their status asindependent directors of the Company.

d) Pecuniary Relationship of Non-Executive Directors

During the financial year under review the non-executive directors ofthe Company had no pecuniary relationship or transactions with the Company other thanbeing in receipt of sitting fees commission and reimbursement of expenses incurred bythem for the purpose of attending meetings of the Board/Committees of Board of theCompany.

e) Performance Evaluation

Pursuant to the provisions of Section 134 (3)(p) Section 149 (8) andSchedule IV of the Act and applicable Listing Regulations Annual Evaluation ofPerformance of the Board the individual Directors as well as Committees of the Board hadbeen carried out. The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of criteria such as the Board composition andstructure effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated by the Board based on the inputs from theCommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. At a separate Meeting of Independent Directorsheld on

10 February 2022 performance of Non-Independent Directors the Boardas a whole and the Chairman of the Company were evaluated taking into account the viewsof Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual Directors on the basis of meaningful contribution made by theindividual Director while participating in the Board and Committee meetings etc.

Based on the meeting of the Independent Directors and the meeting ofNomination and Remuneration Committee the performance of the Board its Committees andIndividual Directors was also deliberated upon at the Board Meeting. PerformanceEvaluation of Independent Directors was done by the entire Board excluding theIndependent Director being evaluated.

f) Number of Meetings of Board of Directors

Five meetings of Board of Directors were held during the year underreport. For details pertaining to the composition and number of meetings of the Boardplease refer to the Report on Corporate Governance which forms part of this Report.

REMUNERATION OF DIRECTORS AND KMPS

Disclosures with respect to the remuneration of Directors KMPs andemployees as required under Section 197 of the Act read with

Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given below: (a) The ratio of the remuneration of each Directorto the median remuneration of the employees of the Company for the financial year:

Directors Ratio to median remuneration*
Non - Executive Directors
- Mr. D.P. Roy@ 0.64 : 1
- Ms. Ramola Mahajani 0.64 : 1
- Mr. Piyachai Karnasuta 0.64 : 1
- Mr. Sunil Shah Singh 0.64 : 1
- Mr. Pankaj I. C. Jain 0.64 : 1
Executive Directors
- Mr. Santi Jongkongka 22.98 : 1
- Mr. Jayanta Basu 20.09 : 1

@ Mr. D.P. Roy ceased to hold office as an Independent Director of theCompany upon completion of his 2nd term with effect from 06 August 2021.

*Non - Executive Directors were also paid sitting fees as per detailsgiven in the Report on Corporate Governance. Sitting fees do not constitute an element ofremuneration.

(b) The percentage increase in remuneration of each director chiefexecutive officer chief financial officer company secretary during the year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary
Mr. D.P. Roy@ -
Ms. Ramola Mahajani -
Mr. Piyachai Karnasuta -
Mr. Sunil Shah Singh -
Mr. Pankaj I.C. Jain -
Mr. Santi Jongkongka Executive Vice Chairman 9.94 %
Mr. Jayanta Basu Managing Director 8.27 %
Mr. Prasad Patwardhan Chief Financial Officer 13.02 %
Mr. Rahul Neogi Company Secretary 6.45 %

@ Mr. D.P. Roy ceased to hold office as an Independent Director of theCompany upon completion of his 2nd term with effect from 06 August 2021

(c) The percentage increase in the median remuneration of employees inthe year: 5.19% (d) The number of permanent employees on the rolls of the Company: 2071(As on 31 March 2022) (e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

Sr. No Other Employees Managerial Remarks
1 6.10 % 9.59 % NIL

(f) Affirmation that the remuneration is as per the remuneration policyof the Company: The Company affirms that the remuneration is as per the remunerationpolicy of the Company.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm that: • in the preparation of the annualaccounts for the year ended 31 March 2022 the applicable accounting standards have beenfollowed and there have been no material departures; • the Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit of the Companyfor that year; • the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; • the Directors have prepared the annual accounts on a goingconcern basis; • the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively; and • the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

AUDIT COMMITTEE

As required under Section 177(8) of the Act read with Regulation 18 ofSEBI Listing Obligations and Disclosure Requirements) Regulations 2015 as amended thedetails pertaining to the composition terms of reference and number of meetings of theAudit Committee are included in the Report on Corporate Governance which forms part ofthis Report.

During the year under review there was no instance wherein the Boardhad not accepted any recommendation of the Audit Committee.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated and published Whistle Blower Policy. ThisPolicy has adequate safeguards against victimisation of the whistle blower and ensuresprotection of the whistle blower?s identity. The Audit Committee oversees thefunctioning of this Policy. A Whistle Blower shall be entitled to direct access to theChairperson of the Audit Committee in appropriate or exceptional cases. In case of anyWhistle Blowing Disclosure the Managing Director shall constitute a Committee fromamongst Senior Management Team members as stipulated in the said Policy. This Policy isavailable on the website of the Company at www.itdcem.co.in.

INTERNAL FINANCIAL CONTROLS

The Company has an internal control system commensurate with the sizescale and complexity of its operations. In order to enhance controls and governancestandards the Company has adopted Standard Operating Procedures which ensure that robustinternal financial controls exist in relation to operations financial reporting andcompliance for orderly and efficient conduct of its business including adherence toCompany?s Policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. In addition Internal Audit monitors andevaluates the ef_cacy and adequacy of the internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations.Periodical reports on the same are also presented to the Audit Committee.

During the financial year under report the internal controls weretested and found effective as a part of the Management?s control testing initiative.Accordingly the Board with the concurrence of the Audit Committee and the Auditors isof the opinion that the Company?s Internal Financial Controls were adequate andoperating effectively for the financial year ended 31 March 2022.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions entered into with related parties falls underthe purview of Section 188(1) of the Act and Rules framed thereunder. All contracts orarrangements entered into with related parties during the year were at arm?s lengthbasis and in the ordinary course of the Company?s business and with prior approvalof the Audit Committee / Board as applicable.

In terms of Section 134(3) and (4) read with Section 188(2) of the Actno material contract or arrangement with any related party was entered into by yourCompany during the year 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 ofSchedule V read with Regulation 34(3) of the Listing Regulations are given in theFinancial Statements.

A Policy governing the related party transactions which is in linewith the requirements of the Act and the Listing Regulations and duly approved by theBoard of the Company has been adopted and the same has been uploaded on theCompany?s website at www.itdcem.co.in.

RISK MANAGEMENT

The Board of Directors of the Company has constituted Risk ManagementCommittee (RMC) to implement and monitor the risk management plan for the Company. Thedetails pertaining to the composition terms of reference and number of the meetings heldfor the RMC are included in the Report on Corporate Governance which forms part of thisReport. The Company has a well-documented and robust risk management framework in place.Under this framework risks are identified across all business processes of the Company ona continuous basis. These risks are further broken down into various sub-categories ofrisks and monitored by respective divisional/ functional heads.

The Company has adopted a risk management policy and has in place amechanism to inform the Audit / Board Members about risk assessment and minimisationprocedures and its periodical review.

More details in respect to the risk management are given in ManagementDiscussion and Analysis (MD&A).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has a CSR Committee in place comprising Mr.Piyachai Karnasuta Mr. Sunil Shah Singh Mr. Santi Jongkongka and Mr. Jayanta Basu asmembers of the Committee as at 31 March 2022. Mr. Piyachai Karnasuta is the Chairman ofthis Committee. During the year the Committee was reconstituted by appointing Mr. SunilShah Singh in place of Mr. D. P. Roy who ceased to be the Director of the Company witheffect from 06 August 2021 upon completion of his 2nd term of office as anIndependent Director of the Company. The Company has framed and adopted the CSR Policy andthe same has been uploaded on the Company?s website www.itdcem.co.in. Your Companystrives to adopt a balanced approach to overall community development through CSRactivities in and around the areas where it operates touching upon various aspects ofsociety such as education health disaster management environment and empowerment ofeconomically weaker sections of the society.

Based on average net profit earned by the Company in the threeimmediately preceding financial years as computed in accordance with the CSR Rules theCompany has spent an amount of H 123.85 Lakhs on CSR activities for the financial yearended 31 March 2022.

The disclosures required to be given under Section 135 of the Act readwith Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 areprovided in Annexure 4 and form part of this Report.

COMPANY?S POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATIONAND THEIR ATTRIBUTES

In accordance with the provisions of Section 178(3) of the Act andRegulation 19 read with Part D of Schedule II of the Listing Regulations the Nominationand Remuneration Committee (NRC) is responsible for determining qualification positiveattributes and independence of a Director and recommend to the Board a Policy relating tothe remuneration of the Directors Key Managerial Personnel and other employees. Thedetails pertaining to the composition terms of reference and number of the meetings heldfor the NRC are included in the Report on Corporate Governance which forms part of thisReport.

During the year under review the Company has revised the Nominationand Remuneration policy to bring the same in alignment with the provisions of the Act andListing Regulations and relevant extracts of the said Policy covering inter-aliaDirectors? appointments are given in Annexure 5 and form part of this Report.

The Company has adopted the Nomination and Remuneration Policy and thesame has been uploaded 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 readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed to the Board?s Report and marked as Annexure 6. Inaccordance with the provisions of Section 136 of the Act the Annual Report and Accountsare being mailed to all the Members of the Company excluding the aforesaid information andthe said particulars will be made available on request and also made available forinspection at the Registered Office of the Company. Any Member interested in obtainingsuch particulars may write to the Company Secretary at the Registered Office of theCompany.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies(Management and Administration) Rules 2014 Annual Return of the Company is uploaded onthe website of the Company and can be accessed at https://www. itdcem.co.in/investors/financial/annual-returns/.

DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Listing Regulations 2015 the Management Discussion andAnalysis is attached hereto and forms part of this Annual Report and marked as Annexure 7to this Report.

CORPORATE GOVERNANCE

Pursuant to Listing Regulation 2015 the Report on CorporateGovernance alongwith a certificate of compliance from the Auditors is attached hereto andmarked as Annexure 8 to this Report.

BUSINESS RESPONSIBILITY REPORT

As required under Regulation 34(2)(f) of the Listing Regulations theBusiness Responsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year underreview and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

During the financial year under review there were no significant andmaterial orders passed by any regulator or court or tribunal impacting the going concernstatus of the Company and its future operations.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

During the financial year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

REPORTING OF FRAUD BY AUDITORS

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

SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Companyduring the financial year under review.

APPLICATION / PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE

There was no application(s) made or any proceedings pending against theCompany under the Insolvency and Bankruptcy Code 2016 (31 of 2016) (the Code) during thefinancial year under review.

ONE TIME SETTLEMENT WITH BANKS/ FINANCIAL INSTITUTIONS AND VALUATIONTHEREOF

None during the year.

ISO 9001:2015 ISO 14001:2015 & ISO 45001:2018

The Company has an established Integrated Management System comprisingQuality Management System (QMS) conforming to ISO 9001:2015 Environmental ManagementSystem (EMS) conforming to ISO 14001:2015 and Occupational Health and Safety ManagementSystem conforming to ISO 45001:2018 at all offices project sites and depots. During thefinancial year the Company?s Management System has been audited and compliance tothe requirements of the International Standards has been confirmed by TUV-Nord. TheCompany is amongst the few construction companies who have established an IntegratedManagement System (IMS). The system is effectively implemented and maintained to ensurecustomer satisfaction continual improvement and compliance to the applicable legal andother non-regulatory requirements as per the Standards.

OUTLOOK

The outlook for the construction sector is favorable supported bycontinued Government spending on infrastructure driven by National Infrastructure Pipelineopportunities worth H 111 Lakhs crore National Monetisation Pipeline opportunities of H 6Lakhs crore and setting up of Development Finance Institution to improve the financing ofinfrastructure projects. The economy is set to revive faster with enhanced consumer andbusiness sentiments supported by growth focused budget with increase in capitalexpenditure by 25% YoY to H 7.5 Lakhs crore.

During FY 2021-22 despite the challenging operating environment drivenby elevated input prices such as steel cement fuel etc Geopolitical uncertaintiesdisrupting global supply chain and rising interest rates the Company demonstratedresilient performance with improved execution leading to higher revenue conservativelyfinanced with Net Debt:Equity of 0.11x and all time high order book of H 15550 crore. TheCompany is well positioned to capitalise on the huge opportunities in the sector andremains positive in creating long-term value for all its stakeholders with its requisitejob experience prudent capital management system efficient technology quality humanresource and delivering projects as per client satisfaction while maintaining quality andsafety standards. Amid the COVID-19 impact on the economy and the Government?s intentto make India a self-reliant Country in the near future the government has enhanced focuson infrastructural development in the Country that will contribute to propelling economicgrowth in India.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) founded in 1958is a leading civil engineering & infrastructure construction and development companyin Thailand. With a well-diversified presence across the construction space that includesMRT airports buildings hydro-electric dams power plants tunnels pipelines jettiesdeep-sea ports & marine works highways expressways & bridges industrial worksmining and telecommunications ITD is listed in Nikkei Asia 300; 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 formore than 63 years and has since then expanded its operations across several othercountries in South East and South Asia.

ITD won the prestigious International Federation of Asian and WesternPacific Contractor?s Association (IFAWPCA) Gold Medal Award for civil engineering in1982. It was awarded to ITD for the construction of the largest and most challenging civilengineering project ever attempted in Thailand - the Khao Laem Dam.

The Royal Seal of The Garuda was awarded to ITD by His Majesty the Kingon December 23 1985. The Royal Seal of The Garuda is the highest and most honourableachievement under the Royal Patronage of the King of Thailand.

One of the landmark projects which ITD has been proudly associatedwith is the construction of the Suvarnabhumi International Airport approximately 25 kmeast of Bangkok which ITD successfully completed in 2006. This was the eleventh busiestairport in Asia for the year 2018.

ITD has an experienced in-house training division responsible formaintaining the high level of construction skills and safety - a prime company objective.

In 2021 ITD posted revenues of around 59 billion Thai Baht (about H1284569.83 Lakhs).

DEPOSITORY SYSTEM

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

FINANCIAL YEAR

The financial year of the Company is 01 April to 31 March.

INDUSTRIAL RELATIONS

Relations with staff and labour remained peaceful and cordial duringthe year under review.

ACKNOWLEDGEMENT

The Directors thank ITD for the continued support extended by it andthe guidance provided to your Company.

The Directors also thank all the employees of the Company for theirvaluable contribution and the shareholders customers and bankers for their continuedsupport.

For and on behalf of the Board
Piyachai Karnasuta
(DIN: 07247974)
12 August 2022 Chairman

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