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ITD Cementation India Ltd.

BSE: 509496 Sector: Infrastructure
NSE: ITDCEM ISIN Code: INE686A01026
BSE 16:00 | 17 Sep 79.05 -3.25
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OPEN 83.20
PREVIOUS CLOSE 82.30
VOLUME 89203
52-Week high 97.50
52-Week low 46.05
P/E 26.80
Mkt Cap.(Rs cr) 1,358
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 83.20
CLOSE 82.30
VOLUME 89203
52-Week high 97.50
52-Week low 46.05
P/E 26.80
Mkt Cap.(Rs cr) 1,358
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 Financial Statements of theCompany for the financial year ended 31st March 2020.

FINANCIAL HIGHLIGHTS

Rs in lakh
Standalone Consolidated
Particulars Financial year ended March 31 2020 Financial period ended March 31 2019 Financial year ended March 31 2020 Financial period ended March 31 2019
Revenue from Operations 214199.87 228833.61 286071.38 317045.13
Profit before Finance costs Depreciation Exceptional item and share of profit/ (loss) from joint ventures 26489.48 28178.80 30016.57 34141.98
Finance costs 9198.42 7784.57 13049.61 12432.31
Depreciation and amortisation expense 7887.92 6958.39 9648.45 8244.86
Exceptional item 4093.36 - 4093.36 -
Share of profit/ (loss) from joint ventures - - 2784.09 (14.55)
Profit before Tax 5309.78 13435.84 6009.24 13450.26
Less: Tax Expense 993.18 5248.44 1633.28 5134.42
Profit after Tax 4316.60 8187.40 4375.96 8315.84
Add: Other Comprehensive loss (315.49) (121.03) (315.49) (121.03)
Total Comprehensive income for the financial year/period net of tax carried to Other Equity 4001.11 8066.37 4060.47 8194.81

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 of the Companyfrom January- December to April- March the previous financial statements of the Companyhad been prepared for a 15 months financial period ended 31st March 2019. Accordinglythe figures for the current financial year ended 31st March 2020 are not comparable withthe figures for the 15 months financial period ended 31st March 2019.

DIVIDEND

In view of the performance of the Company during the financial year underconsideration the Directors are pleased to recommend dividend of Re. 0.30 per share on171787584 equity shares (previous financial period ended 2019-Re. 0.40 per share on171787584 equity shares) of Re. 1/- each fully paid up. The above dividend amounting toRs 515.36 Lakh if approved will represent 11.94% of distributable profits of Rs 4316.60Lakh for the financial year.

TRANSFER TO RESERVE

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

REVIEW OF OPERATIONS

Performance of the Company in the wake of outbreak of COVID-19

The sudden outbreak of COVID-19 pandemic in the last month of financial year 2019-2020forced the Central Government to impose national lock-downs resulting in closure ofcommercial establishments and immediate suspension of services barring the essentialones. This necessitated temporary stoppage of all activities at the Company'sprojects/sites in order to contain the spread of the disease and support the lockdowninitiatives. The Company in true spirit abided by the guidelines issued by the Ministryof Home Affairs from time to time and partially recommenced operations at some of itslocations keeping in view the health safety social distancing and well-being of all itsemployees and workers and also encouraged employees to work from home to ensure minimumdisruption of services for all its customers. The extent to which the COVID-19 pandemicwill impact the Company's operations and financial performance will depend on the mannerin which the COVID situation evolves which is as yet uncertain.

Standalone performance

Revenue from operations for the financial year ended 31st March 2020 is Rs 214199.87Lakh. The Company made profit before finance costs depreciation exceptional item andshare of profit/ (loss) from joint ventures of Rs 26489.48 Lakh which is 12.37% ofrevenue from operations. The Company made a profit before tax of Rs 5309.78 Lakh andprofit after tax of Rs 4316.60 Lakh for the financial year.

Consolidated performance

Revenue from operations for the financial year ended 31st March 2020 is Rs 286071.38Lakh. The Company made profit before finance costs depreciation exceptional item andshare of profit/ (loss) from joint ventures of Rs 30016.57 Lakh which is 10.49% ofrevenue from operations. The Company made a profit before tax of Rs 6009.24 Lakh andprofit after tax of Rs 4375.96 Lakh for the financial year.

After a review of the position of outstanding debts your Directors have decided towrite off bad debts during the financial year amounting to Rs 5684.31 Lakh (previousfinancial period ended 2019- Rs 1824.38 Lakh).

Total value of new contracts including our share in Joint Ventures secured during thefinancial year aggregated Rs 564300 Lakh (previous financial period ended 2019- Rs519592 Lakh).

Major contracts secured during the financial year 2019-20 having a value of Rs 20000lakh and above were as under:–

• Construction of Tunnel T-9 -T-10 New Single line BG Railway Line ProjectSivok-Rangpo ( WB- Sikkim) for IRCON

• Construction of Tunnel T-3 –T-4 New Single line BG Railway Line ProjectSivok-Rangpo ( WB- Sikkim) for IRCON

• Construction of T-6 New Single line BG Railway Line Project Sivok-Rangpo ( WB-Sikkim) for IRCON

• Design & Construction of Underground Structures including Tunnel by TBM& 4 Stations Bangalore for BMRCL

• Construction of sewer tunnel and allied works Mumbai for MCGM

• Construction of Bulk Berth and Approach Trestle Chhara Port Gujarat forShapoorji group.

• Design and Construction of Container Berth and Backup yard Yangon Myanmar forAdani Group.

• Redevelopment of General Pool Residential colony New Delhi for CPWD

During the financial year a number of major contracts were completed including-

• Construction of Balance Tunneling Works KRCL J&K

• Ground Improvement & Earth work NPCIL Haryana-Punjab

• Development of EQ-2 to EQ-5 berths Visakhapatnam Port Trust

• Civil Works for the project of Oil Berth – 5 Jawahar Dweep MbPT Mumbai

• Civil works for CKCEC Paradip Odisha

• Architectural Finishing Plumbing Tubewell VAC Electrical Fire FightingWorks for 6 Elevated Stations KMRCL Kolkata

• Buildings for IIT Ropar CPWD Ropar-Punjab

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:

Rs in lakh

Total income Profit/ (Loss) for the financial year % share Share of Profit/ (Loss)
Name
Subsidiary:
• ITD Cementation Projects India Limited 0.22 (0.40) 100% (0.40)
Joint Ventures:
• ITD Cemindia JV 70179.21 (786.79) 80% (823.60) *
• ITD-ITD Cem JV 20470.50 419.56 49% 205.58
• ITD- ITD Cem JV (Consortium of ITD - ITD 6.66 (95.81) 40% (38.32)
Cementation)
• ITD Cem-Maytas Consortium 6374.39 458.79 95% 435.85
• CEC-ITD Cem-TPL JV 48131.96 4361.38 60% 2616.83

* 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 Subsidiary are available on thewebsite of the Company https://www.itdcem.co.in/investors.

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. Information on Energy Conservation TechnologyAbsorption Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of theAct read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith andmarked 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 a period of five years fromthe conclusion of the 39th AGM until the conclusion of the 44th AGM pursuant to theprovisions of Section 139 of the Act subject to ratification of their appointment byMembers at every AGM if so required under the Act. As informed in the past therequirement to place the matter relating to appointment of auditors for ratification byMembers at every AGM has been done away by the Companies (Amendment) Act 2017 with effectfrom May 7 2018. Accordingly no resolution has been proposed for ratification ofappointment 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 2020:

Name of the KMP Designation
Mr. Adun Saraban1 Executive Vice Chairman
Mr. Santi Jogkongka2 Executive Vice Chairman
Name of the KMP Designation
Mr. Jayanta Basu3 Managing Director
Mr. Prasad Patwardhan Chief Financial Officer
Mr. Rahul Neogi Company Secretary

1. Mr. Adun Saraban who was reappointed as Managing Director of the Company for aperiod of one year from 1st January 2019 till 31st December 2019 was appointed as Wholetime Director designated as Executive Vice Chairman of the Company w.e.f. 23rd April 2019for the remainder period of his earlier appointment till 31st December 2019.Subsequently he resigned from the Board of the Company w.e.f. the close of business hourson 31st August 2019.

2. Mr. Santi Jongkongka was appointed as Whole time Director designated as ExecutiveDirector (Operations) of the Company w.e.f. 2nd May 2019. Subsequently he wasre-designated as Executive Vice Chairman (Designate) w.e.f. 22nd May 2019 and then asExecutive Vice Chairman w.e.f. 1st September 2019 in place of Mr. Adun Saraban.

3. Mr. Jayanta Basu who was the Deputy Managing Director of the Company till 22ndApril 2019 was appointed as Managing Director of the Company w.e.f. 23rd April 2019.

b) Directors

Appointment / Re-appointment

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 5th August 2021 whichwas approved by the Members through Postal Ballot on 1st July 2019.

Ms. Ramola Mahajani (DIN 00613428) was re-appointed as an Independent Director of theCompany for a second term from 6th November 2019 to 22nd December 2022 which wasapproved by the members at their 41st Annual General Meeting held on 9th August 2019.

Mr. Piyachai Karnasuta (DIN 07247974) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Mr. Santi Jongkongka (DIN 08441312) was appointed as Director and Whole-time Directordesignated as Executive Director (Operations) for the period from 2nd May 2019 to 21stMay 2019 and subsequently re-designated as Executive Vice Chairman (Designate) witheffect from 22nd May 2019 which were approved by the Members through Postal Ballot on1st July 2019 subject to the approval of the Central Government in terms of Section 196of the Act read with Part I of Schedule V to the Act. The Central Government accorded itsapproval to the aforesaid appointment on 3rd September 2019. Subsequently Mr. SantiJongkongka was re-designated as Executive Vice Chairman with effect from 1st September2019 in place of Mr. Adun Saraban for the remainder period of his appointment for 3years till 1st May 2022.

Mr. Jayanta Basu (DIN 08291114) was appointed as Additional Director and Whole-timeDirector designated as Deputy Managing Director of the Company for a period of one yearfrom 29th November 2018 to 28th November 2019 and was subsequently appointed as ManagingDirector for a period of three years from 23rd April 2019 to 22nd April 2022 which wereapproved by the Members through Postal Ballot on 1st July 2019.

Resignation

Mr. Adun Saraban (DIN 01312769) who was the Executive Vice Chairman of the Companyresigned with effect from the close of business hours on 31st August 2019 on account ofpersonal reasons.

The Board placed on record its deep appreciation of the valuable services rendered andnotable contributions made by Mr. Adun Saraban during his tenure as Director of theCompany.

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

Integrity expertise and experience (including proficiency) of the IndependentDirectors appointed during the financial year

(A) Mr. D. P. Roy (DIN 00049269) was re-appointed as an Independent Director of theCompany for a second term of two consecutive years from 6th August 2019 to 5th August2021.

The Board is of the opinion that given Mr. D. P. Roy's rich and wide experience andproficiency in Corporate International and Investment Banking Sectors and his activeparticipation in the Board / Committee deliberations of the Company and time devoted byhim Mr. Roy's re-appointment on the Board has been for the benefit of the Company.

(B) Ms. Ramola Mahajani (DIN 00613428) was reappointed as an Independent Director ofthe Company for a second term from 6th November 2019 to 22nd December 2022:

The Board is of the opinion that Ms. Mahajani has considerable knowledge and experiencein Human Resources Development and Management of over 45 years. Her areas of expertiseinclude application of the principles of occupational psychology in employee selectiontraining management development and HR planning excellent project management andleadership skills ability to work in team environments and extensive experienceinteracting with internal as well as external customers. Ms. Mahajani's re-appointment onthe Board has been for the benefit of the Company.

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 year under review the non-executive directors of the Company hadno pecuniary relationship or transactions with the Company other than being in receipt ofsitting fees commission and reimbursement of expenses incurred by them for the purpose ofattending 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 2020 performanceof Non-Independent Directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.

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

Seven meetings of Board of Directors were held during the year under report. Fordetails pertaining to the composition and number of meetings of the Board please refer tothe Report 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 year:

Directors Ratio to median remuneration*
Non - Executive Directors
- Mr. D.P. Roy 0.67 : 1
- Ms. Ramola Mahajani 0.67 : 1
- Mr. Piyachai Karnasuta 0.67 : 1
- Mr. Sunil Shah Singh 0.67 : 1
- Mr. Pankaj I. C. Jain 0.67 : 1
Executive Directors
- Mr. Adun Saraban1 9.22:1
- Mr. Santi Jongkongka2 20.25 : 1
- Mr. Jayanta Basu3 14.50 : 1

1. Mr. Adun Saraban who was reappointed as Managing Director of the Company for aperiod of one year from 1st January 2019 till 31st December 2019 was appointed as Wholetime Director designated as Executive Vice Chairman of the Company w.e.f. 23rd April 2019for the remainder period of his earlier appointment till 31st December 2019.Subsequently he resigned from the Board of the Company w.e.f. the close of business hourson 31st August 2019.

2. Mr. Santi Jongkongka was appointed as Whole time Director designated as ExecutiveDirector (Operations) of the Company w.e.f. 2nd May 2019. Subsequently he wasre-designated as Executive Vice Chairman (Designate) w.e.f. 22nd May 2019 and then asExecutive Vice Chairman w.e.f. 1st September 2019 in place of Mr. Adun Saraban.

3. Mr. Jayanta Basu who was the Deputy Managing Director of the Company till 22ndApril 2019 was appointed as Managing Director of the Company w.e.f. 23rd April 2019.

*Non - Executive Directors were paid sitting fees as given in the Report on CorporateGovernance. 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 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. Adun Saraban Executive Vice Chairman1 12%
Mr. Santi Jongkongka Executive Vice Chairman2 24%
Mr. Jayanta Basu Managing Director3 13%
Mr. Prasad Patwardhan Chief Financial Officer 7%
Mr. Rahul Neogi Company Secretary 9%

1. Mr. Adun Saraban who was reappointed as Managing Director of the Company for aperiod of one year from 1st January 2019 till 31st December 2019 was appointed as Wholetime Director designated as Executive Vice Chairman of the Company w.e.f. 23rd April 2019for the remainder period of his earlier appointment till 31st December 2019.Subsequently he resigned from the Board of the Company w.e.f. the close of business hourson 31st August 2019.

2. Mr. Santi Jongkongka was appointed as Whole time Director designated as ExecutiveDirector (Operations) of the Company w.e.f. 2nd May 2019. Subsequently he wasre-designated as Executive Vice Chairman (Designate) w.e.f. 22nd May 2019 and then asExecutive Vice Chairman w.e.f. 1st September 2019 in place of Mr. Adun Saraban.

3. Mr. Jayanta Basu who was the Deputy Managing Director of the Company till 22ndApril 2019 was appointed as Managing Director of the Company w.e.f. 23rd April 2019.

(c) The percentage increase in the median remuneration of employees in the financialyear: 10%

(d) The number of permanent employees on the rolls of the Company: 2123 (As on 31stMarch 2020)

(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% 10% 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 financial year ended 31stMarch 2020 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 year and of the profit of the Company for that year;

• 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 year under review there was no instance wherein the Board had notaccepted any recommendation of the Audit Committee.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company had a Whistle Blowing and Prevention of Sexual Harassment Policy andProcedures to deal with instances of harassment or victimization if any. During thefinancial year this policy was split into two separate policies viz. 1) Whistle BlowerPolicy and 2) Prevention of Sexual Harassment Policy for Women at Workplace (the"POSH" Policy).This Whistle Blower Policy has adequate safeguards againstvictimization of the whistle blower and ensures protection of the whistle blower'sidentity. Whistle Blower or Complainant as the case may be under the said Policy shallbe entitled to direct access to the Chairperson of the Audit Committee in appropriate orexceptional cases. In case of any Whistle Blowing Disclosure the Managing Director shallconstitute a Committee from Senior Management Team members as stipulated in the saidPolicy. This Policy is available on the website of the Company 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 Internal Audit monitors and evaluates the efficacy and adequacy of the internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations. Periodical reports on the same are alsopresented to the Audit Committee.

During the financial year under report the internal controls were tested and foundeffective as a part of the Management's control testing initiative. Accordingly theBoard with the concurrence of the Audit Committee and the Auditors is of the opinion thatthe Company's Internal Financial Controls were adequate and operating effectively for thefinancial year ended 31st March 2020.

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 2020-21. The Cost Audit Report and the Compliance Report ofyour Company for the 15 months financial period ended 31st March 2019 were filed withthe Ministry of Corporate Affairs by Mr. Suresh D. Shenoy Cost Accountants within thedue date as prescribed under Companies (Cost Records And Audit) Rules 2014 as amendedfrom time to time. Further the cost accounts and records as required to be maintainedunder Section 148 of the Act are duly made and maintained by the Company.

The Company has received consent from Mr. Shenoy for his reappointment. 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 year2020-21.

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 year were at arm's length basis and in the ordinary course of the Company'sbusiness. All such contracts or arrangements were entered into with prior approval of theAudit 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 year under report. Therefore there is no requirement to report any transactionin Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies(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. The Company hasestablished a well-documented and robust risk management framework although this is anon-mandatory requirement for the Company. Under this framework risks are identifiedacross all business processes of the Company on a continuous basis. These risks arefurther broken down into various subcategories of risks and monitored by respectivedivisional / functional heads.

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 has a CSR Committee which was last re-constituted on 9th August2019 effective 1st September 2019 comprising Mr. Piyachai Karnasuta Mr. D. P. Roy Mr.Santi Jongkongka and Mr. Jayanta Basu as members of the Committee Mr. Piyachai Karnasutais the Chairman of this Committee.

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 Rs 230.31 Lakh on CSR activities for the financial year ended 31stMarch 2020 against which the Company spent Rs 205.31 lakh leaving an unspent amount ofRs 25 Lakh as on 31st March 2020. The Company also spent an amount of Rs 2.98 lakh in thefinancial year ended 31st March 2020 being the unspent amount pertaining to an ongoingproject which was taken up during the 15 months financial period ended 31st March 2019but was completed during the financial year ended 31st March 2020.

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 Regulation 2015 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 the 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 year under review and thedate of this Report.

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

During the financial year 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 year 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 & ISO 45001:2018

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 ISO 45001:2018 at all offices project sites and depots. During thefinancial year 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 non-regulatory requirements as perthe Standards along with continual improvements to the system.

OUTLOOK

There has been an unprecedented impact on the health and safety of the economy due tothe outbreak of the pandemic. At the Company the management is committed to doingeverything feasible to manage the health & safety crisis of its employees and minimisethe adverse impacts on its ongoing projects. The Company has undertaken imperativemeasures towards such efforts. Work at majority of the projects have commencedmaintaining the containment and health & safety protocols.

Amidst the uncertainty of the growth outlook of the economy the outstanding orderposition at the beginning of FY 2021-22 stood at around Rs 11743 crores beinghistorically the highest ever outstanding load for the Company. The contracts securedduring FY 2019-20 were worth Rs 5708 crore again being historically the highest for theCompany. The work in hand is spread across all the major operational segments comprisingof Marine Specialised Engineering and Foundations Drill and Blast Tunnel Tunnel usingTBM Micro Tunnel and Airport Terminal Buildings. Additionally the Company also securedan overseas contract for the first time for the development of a new port at Myanmarduring the year marking an event of significance for the Company.

The Company continues to strive and pursue contracts across a wide range of portfoliowhere it has a strong foothold. Moreover the Government is continuously working to createmore infrastructure facilities in the form of metro railways north-eastern railwayexpansion high speed rail network dedicated freight corridors and modernization ofrailway stations. The development of new airports sea ports inland waterways smartcities institutional buildings hospitals and water distribution systems including watertreatment and sewage treatment facilities railway connectivity to remote Himalayan areasand structures in the Defence sector are also being built. With the requisite experiencequalification job knowledge and resources the Company is well placed to secure neworders from the several opportunities in the pipeline. The Company has also forayed intooverseas markets with a plan to further expand operations in core sectors.

Being on a growth trajectory the Company is positioned to grow on a year on yearbasis. Technology Innovation CAPEX modernisation shall remain at the forefront ofbusiness development. The goal is to build a disciplined and high-performance work culturethat runs on principles & core values and fulfils the expectations of all thestakeholders.

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 hydro-electric dams power plants tunnels pipelines jettiesdeep-sea ports & marine works highways expressways & bridges industrial worksmining and telecommunications ITD is listed in Nikkei Asia300; a list of Asia's biggestand fastest growing companies among 11 economies in the continent.

ITD has been a leader in infrastructure construction in Thailand for more than 61 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 eleventh busiest airport inAsia for the year 2018.

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

In 2019 ITD posted revenues of over 62 billion Thai Baht (about Rs 1366240 Lakh).

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 financial year of the Company is April to March.

INDUSTRIAL RELATIONS

Relations with staff and labour remained peaceful and cordial during the financial yearunder 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)
17th June 2020 Chairman

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