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ITD Cementation India Ltd.

BSE: 509496 Sector: Infrastructure
NSE: ITDCEM ISIN Code: INE686A01026
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OPEN 133.75
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VOLUME 8494
52-Week high 177.00
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P/E 19.37
Mkt Cap.(Rs cr) 2,269
Buy Price 129.00
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Sell Price 132.10
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OPEN 133.75
CLOSE 132.60
VOLUME 8494
52-Week high 177.00
52-Week low 96.25
P/E 19.37
Mkt Cap.(Rs cr) 2,269
Buy Price 129.00
Buy Qty 3.00
Sell Price 132.10
Sell Qty 18.00

ITD Cementation India Ltd. (ITDCEM) - Director Report

Company director report

The Directors present herewith their Report and the Audited Financial Statements forthe year ended 31st December 2017.

FINANCIAL HIGHLIGHTS

(As per Ind AS)

(Rs.lakhs)
Particulars 31st December 2017 31st December 2016
(Restated as per IND AS)
Revenue from Operations 187292.02 291735.11
Other Income 3423.69 2661.92
Total Income 190715.71 294397.03
Profit before Interest Depreciation Exceptional Items and Tax 28693.63 23358.73
Less: Finance Costs 8553.80 8878.32
Depreciation 5520.30 4583.49
Exceptional Item 2183.94 -
16258.04 13461.81
Profit before Tax 12435.59 9896.92
Less: Tax Expense 5153.95 4812.30
Profit after Tax 7281.64 5084.62
Add: Other Comprehensive Income (195.63) (143.35)
Total Comprehensive income carried to Other Equity 7086.01 4941.27

DIVIDEND

The Directors are pleased to recommend dividend of Rs.0.40 per share on 171787584equity shares (2016- Rs.0.30 on 155157900 equity shares) of Rs.1/- each fullypaid up. The above dividend together with tax thereon if approved will represent 11.36%of distributable profits of Rs.7281.64 lakhs for the year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves during the current financialyear.

REVIEW OFOP ERATIONS

Revenue from standalone operations for the year at Rs.187292.02 lakhs hasdecreased by Rs.104443.09 lakhs from Rs.291735.11 lakhs in the year 2016 a decrease ofabout 35.80% over the previous year mainly due to completion of some large contracts inthe beginning of the year and delays in securing orders resulting in delayed execution ofwork. Consolidated revenue from operations for the year at Rs.206050.89 lakhs hasdecreased by

Rs.87721.12 lakhs from Rs.293772.01 lakhs in the year 2016 a decrease of about29.86% over the previous year.

The Company made a profit before exceptional items and tax of Rs.14619.53 lakhscompared to a profit before exceptional items and tax of Rs.9896.92 lakhs for the year2016.

The Company made a profit before tax of Rs.12435.59 lakhs compared to profit beforetax of Rs.9896.92 lakhs for the year 2016.

The Consolidated profit before exceptional items and tax was Rs.14758.08 lakhscompared to profit before exceptional items and tax of Rs.9908.29 lakhs for the year2016.

The consolidated profit before tax of Rs.12574.14 lakhs compared to consolidatedprofit before tax of Rs.9908.29 lakhs for the year 2016.

After a review of the position of outstanding debts your Directors have decided towrite off bad debts during the year amounting to Rs.13323.35 lakhs (2016 - Rs.342.89lakhs).

Total value of new contracts secured during the year aggregated Rs.353855 lakhs (2016- Rs.422305 lakhs).

Major contracts having a value of Rs.7500 lakhs and above were as under -

Design and Construction of Elevated Viaduct of

Nagpur Metro Rail Project for Nagpur Metro Rail Corporation Limited Maharashtra.

Improving the capacity utilisation of OR-I and OR-II Berths for Visakhapatnam PortTrust Andhra Pradesh.

Construction of Eight numbers Elevated

Metro Stations-Reach 4 of Nagpur Metro Rail Project for Maharashtra Metro RailCorporation Limited Maharashtra.

Engineering Procurement and Construction of

Berth and Approach Trestle in Parangipettai Port Tamil Nadu.

Civil Engineering Works for the underground construction of RCC Box Tunnel for MetroRailway

Kolkata West Bengal.

During the year your Company's Joint Venture i. ITD Cemindia JV has received fourcontracts for Construction of Elevated Structures (Viaduct and stations) of BangaloreMetro Rail Project Phase 2 for Bangalore Metro Rail Corporation Limited aggregating toRs.237019 lakhs and

ii. ITDCem Maytas JV has received contract for extension of KaleshwaramProject-Package No. 17-Investigation Design and Execution of Water conveyor system atPranahita. Value Rs.32294 lakhs.

During the year under report a number of contracts were completed including-Construction of New Umtru Hydro Electric Project for Meghalaya Power GenerationCorporation Limited Meghalaya. Construction of balance work of Tunnels between Kawi andDugga on Katra Dharam Sanction of Udhampur Srinagar Jammu & Kashmir. Civil work fortwo LNS Storage Tanks at Mundra Gujarat. Dredging and Reclamation works for developmentof Fourth Container Terminal of Jawaharlal Nehru Port for Bharat Mumbai ContainerTerminals Port Ltd. Maharashtra.

EPC Contract for Container Terminal 5 at Mundra Gujarat.

Construction of Coal Berth No. 3 at Ennore Port Chennai.

Design and construction of Tunnel by shield TBM and underground stations under DelhiMRTS project of Phase III for Delhi Metro Rail Corporation Limited New Delhi.

Various piling and civil works in Maharashtra Gujarat Noida Gangtok Sikkim etc.

RAISING OF FUNDS THORUGH QUALIFIED NSTITUTIONS PLACEMENT ("Q IP")

In February 2018 the Company issued and allotted 16629684 fully paid up equityshares of face value of Rs.1/- each at a price of Rs.202.55 (including premium ofRs.201.55) per share aggregating to Rs.33683.42 lakhs through Qualified InstitutionsPlacement (QIP). The shares were allotted on 2nd February 2018 and the paid up sharecapital of the Company increased from

Rs.155157900 divided into 155157900 equity Shares of Rs.1/- each fully paid up toRs.171787584 divided into 171787584 equity Shares of Rs.1/- each fully paid up.Consequent upon the aforesaid allotment the shareholding percentage of Italian-ThaiDevelopment Public Company Limited Thailand the Parent Company has reduced from 51.63%to 46.64% in the paid up share capital of the Company.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES

As required under Regulation 36 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended time to time(hereinafter referred to as ‘Listing Regulations 2015') and Section 129 of theCompanies Act 2013 (hereinafter referred to as the ‘Act') the ConsolidatedFinancial Statements which have been prepared by the Company in accordance with theapplicable provisions of the Act and the applicable Accounting Standards forms part ofthis Annual Report.

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

( Rs.lakhs)
Name Total income Profit/ (Loss) for the year % share Share of Profit/ (Loss)
Subsidiary:
ITD Cementation Projects India Limited 0.26 (0.09) 100% (0.09)
Joint Ventures:
ITD Cemindia JV 19345.74 54.77 80% 43.82
ITD-ITD Cem JV 35181.28 (2820.87) 49% (1382.23)
ITD-ITD Cem JV (Consortium of ITD-ITD Cementation) 335.91 (1.08) 40% (0.43)
ITD Cem-Maytas Consortium 55.23 1.78 95% 1.69
CEC-ITD Cem-TPL JV 24477.64 NIL 60% NIL

A statement containing the salient features of the performance and financial positionof the said Subsidiary and Joint Ventures as required under Rule 5 of the Companies(Accounts) Rules 2014 is provided in Form AOC-1 - marked as Annexure 1 and forms part ofthe Consolidated Financial Statements.

The annual accounts of the Subsidiary Company will be made available to any Member ofthe Company seeking such information at any point of time and are also available forinspection 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 Company has an in-house Research &Development Division. The primary focus of research is to continually refine thefrequently used systems at our project sites to derive optimisation reduction in thebreakdowns improve effectiveness and efficiency of use and hence provide a competitiveedge for any project. Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed herewith and marked as Annexure 2.

STATUTORY AUDITORS

Messrs Walker Chandiok & Co LLP Chartered Accountants

Mumbai having Firm Registration No. 001076N/N500013 were re- appointed as the Auditorsof the Company at the 39th Annual General Meeting (AGM) held on 11th May 2017 for aperiod of five year's from the conclusion of the 39th AGM until the conclusion of the 44thAGM subject to ratification of their appointment by the shareholders of the Company atevery following AGM or as may be requiredundertheapplicableprovisionsoftheCompaniesAct2013 ("the Act") pursuant to theprovisions of Section 139 of the Act. Their appointment is to be ratified at the ensuing40th AGM of the Company.

As required under the provisions of Section 139 (1) of the Act the Company hasreceived written consent from Messrs Walker Chandiok & Co LLP Chartered Accountants

Mumbai informing that their appointment if made would be in accordance with theprovisions of the Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules2014 and that they satisfy the criteria provided in Section 141 of the Act. As requiredunder the Listing Regulations 2015 the Statutory Auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act the following persons havebeen designated as KMP of the Company as at 31st December 2017:

Name of the KMP Designation
Mr. Adun Saraban Managing Director
Mr. S. Ramnath 3 Chief Financial Officer
Mr. Prasad Patwardhan 4 Chief Financial Officer
Mr. R.C. Daga 1 Company Secretary
Mr. Rahul Neogi 2 Company Secretary

1 Mr. R.C. Daga retired as Company Secretary w.e.f. 31st January 2017. 2 Mr. RahulNeogi has been appointed as Company Secretary w.e.f. 1st February 2017.

3 Mr. S. Ramnath retired as Chief Financial Officer of the Company w.e.f. 15th July2017. 4 Mr. Prasad Patwardhan has been appointed as Chief Financial Officer of the Companyw.e.f. 16th July 2017

b) Directors

Mr. Piyachai Karnasuta (DIN: 07247974) will retire by rotation and being eligibleoffers himself for re-appointment.

The Board of Directors at its meeting held on 22nd February 2018 appointed Mr. SunilShah Singh (DIN: 00233918) as an Additional Director of the Company with effect from 22ndFebruary 2018 and he shall hold office upto the date of the forthcoming AGM of theCompany and is eligible for appointment. Pursuant to Section 152(2) and Section 161 of theAct Agenda Item relating to appointment of Mr. Singh as a Director of the Company hasbeen included in the Notice convening the AGM of the Company. At the above Board MeetingMr. Singh was also appointed as an Independent Director for a term of five year's from11th May 2018 to 10th May 2023 (both inclusive) subject to the approval of the Membersat the Annual General Meeting of the Company to be held in the year 2019.

Mr. Per Ebbe Hofvander (DIN: 00254616) Independent

Non-Executive Director resigned with effect from 23rd February 2018 on account ofhealth reasons. The Board placed on record its deep appreciation of the valuable servicesrendered by Mr. Per Ebbe Hofvander during his tenure as an Independent Director of theCompany.

c) Declarations by Independent Directors

The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Act confirming that they meet with the criteria ofindependence as laid down in Section 149(6) of the Act.

d) Performance Evaluation

Pursuant to the provisions of Section 134 (3) (p) Section149 (8) and Schedule IV ofthe Act and Listing Regulations 2015 Annual Performance Evaluation of the Board theDirectors as well as Committees of the Board has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entireBoard and the Performance Evaluation of the Chairman and Non- Independent Directors wascarried out by the Independent DirectoRs.

During the year the Independent Directors of the Company met on 21st February and 8thNovember 2017.

e) Number of Meetings of Board of Directors

9 meetings of Board of Directors were held during the year under report. For details ofthe Meetings of the Board please refer to the Report on Corporate Governance which formspart of this Report.

REMUNERATION OF DIRECTORS AND KMPS

Disclosure 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 Director
Mr. Premchai Karnasuta -
Mr. Pathai Chakornbundit -
Mr. D.E. Udwadia 1:0.59
Mr. Per Ebbe Hofvander -
Mr. D.P. Roy 1:0.59
MRs.Ramola Mahajani 1:0.59
Mr. Piyachai Karnasuta -
Executive Director
Mr. Adun Saraban 1:18.99

Non - Executive Directors were paid sitting fees as given in the Report on CorporateGovernance and no other remuneration was paid to them. Sitting fees do not constitute anelement of remuneration.

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

Directors Chief Executive Officer Chief Financial Officer and Company Secretary
Mr. Premchai Karnasuta -
Mr. Pathai Chakornbundit -
Mr. D.E. Udwadia -
Mr. Per Ebbe Hofvander -
Mr. D.P. Roy -
MRs.Ramola Mahajani -
Mr. Piyachai Karnasuta -
Mr. Adun Saraban Managing Director 25%
Mr. S. Ramnath Chief Financial Officer3 15.49%
Mr. R.C. Daga Company Secretary1 12.03%
Mr. Rahul Neogi Company Secretary2 13.05%
Mr. Prasad Patwardhan Chief Financial Officer4 -NA-

1 Mr. R.C.Daga retired as Company Secretary w.e.f. 31st January 2017. 2 Mr. RahulNeogi has been appointed as Company Secretary w.e.f. 1st February 2017.

3 Mr. S. Ramnath retired as Chief Financial Officer of the Company w.e.f. 15th July2017. 4 Mr. Prasad Patwardhan has been appointed as Chief Financial Officer of the Companyw.e.f. 16th July 2017.

(c) The percentage increase in the median remuneration of employees in the financialyear: 14.88%

(d) The number of permanent employees on the rolls of the Company: 2010 (As on 31stDecember 2017)

(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 13.28% 15.63% 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 confirms that: in the preparation of the annual accounts for thefinancial year ended 31st December 2017 the applicable accounting standards have beenfollowed and there have been no material departures;

• the Directors had 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 period;

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

• the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

• the Directors had devised proper systems to ens ure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in theReport on Corporate Governance which forms part of this Report.

During the year under review there was no instance wherein the Board had not acceptedany 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 victimisation ifany. This Policy has adequate safeguards against victimisation 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 Team members asstipulated in the said Policy. This Policy is available on the website of theCompany.

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 at all locations. Periodical reports on the same arealso presented to the Audit Committee.

During the year the internal controls were tested and found effective as a part ofthe Management's control testing initiative. Accordingly the Board with the concurrenceof the Audit Committee and the Auditors is of the opinion that the Company's InternalFinancial Controls were adequate and operating effectively for the financial year ended31st December 2017.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

PARTICULARS OFC ONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements with related parties entered during the financial yearwere at arm's length basis and in the ordinary course of the Company's business. All suchcontracts or arrangements were entered into only with prior approval of the AuditCommittee. No material contract or arrangement with related parties was entered intoduring the 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) and 53(f) of the Listing Regulations 2015 are given in the FinancialStatements.

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

RISK MANAGEMENT

The Board of Directors constituted a Risk Management Committee comprising

Mr. Per Hofvander (Chairman) Mr. Adun Saraban and Mr. B. K. Saha Senior Executive

Vice President of the Company.

The Company adopted a risk management policy and has in place a mechanism to inform theAudit / Board Members about risk assessment and minimisation procedures and its periodicalreview.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors constituted a CSR Committee comprising Mr. Per Hofvander(Chairman) Mr. Pathai Chakornbundit and Mr. Adun Saraban.

The Company adopted the CSR Policy and the same has been uploaded on the Company'swebsite.

On account of the losses incurred by the Company there was no average net profit inthe three immediately preceding financial year's as computed in accordance with the CSRRules and the Company was therefore not in a position to spend any amount on CSRactivities for the year 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 Board of Directors has constituted an NRC comprising

Mr. D.E. Udwadia Mr. Premchai Karnasuta Mr. Pathai Chakornbundit and Mr. PerHofvander. Mr. D.E. Udwadia is the Chairman of this Committee.

The details pertaining to the composition of the NRC are included in the Report onCorporate Governance which forms part of this Report.

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

The Company has adopted the Nomination and Remuneration Policy and the same has beenuploaded on the Company's website.

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 Company

Secretaries is attached and marked as Annexure 6 to this Report.

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 inForm MGT-9 is attached and marked as Annexure 7 to this Report.

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 Report and marked as Annexure 8 to this Report.

CORPORATE GOVERNANCE

Pursuant to Listing Regulations 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 Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2015 theBusiness Responsibility 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 year under review and thedate of this Report.

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

During the year under review there were no significant and material orders passed byany regulator or court or tribunal impacting the going concern status of the Company andits future operations.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules framed thereunder.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Act.

A case has been registered by the Anti-Corruption Bureau against some officers at theState Tax Enforcement Wing at Vijayawada and an employee of the Company along with arepresentative of the Company for allegedly bribing an Additional Commissioner ofCommercial Taxes Andhra Pradesh. While investigation process is on the concernedemployee has been suspended.

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 the yearthe Company's Management System has been audited and compliance to the requirements of theInternational Standards has been confirmed by DNV GL-Business Assurance (DNV GL- BA).

The Company is amongst the few construction companies who have established anIntegrated Management System and is adequately maintaining the system to ensure customersatisfaction compliance to legal and other non-regulatory requirements as per theStandards along with continual improvements to the system.

OUTLOOK

Infrastructure is a key enabler of growth in India; estimates suggest that every rupeeinvested in infrastructure development has a ripple effect and helps the GDP grow by ~2.According to S&P Global Rankings (August 2016) the country's poor infrastructure isthe biggest hurdle to government's flagship Make in India programme. Yet despite all thepolicies and promotion by the government and the initiatives undertaken by the privatesector the infrastructure deficit continues to be colossal. A paper presented at theIndia Infra Summit 2017 quoted "India needs about $1.5 trillion investment in theinfrastructure sector in the coming 10 year's.The figure is roughly equal to the nominalGDP of the second largest country in the world in terms of land mass – Canada."

Yet it is this very disadvantage that poses an immense opportunity to variousstakeholdeRs.Due to India's fast-paced growth and its consistent role as a forerunneramong emerging markets it has become an attractive destination for global investment. Atthe same time it gives the government and the ECP community the opportunity to provideenvironment-friendly state-of-the-art infrastructure that meets unique local needs to theend users.

Against this backdrop the Company is advantageously placed to harness thisopportunity. With its pedigree parentage and the expertise that it has developed over theyear's while executing various complex and intricate projects the Company maintains itsfocus on project selection for bidding after due evaluation of risks profitability andproject cashflow.

Once again it has been able to build a strong and diverse order book worth Rs.751320lakhs as on 31st December 2017. The Company looks forward to honing its capabilities inthe future and deliver project executions that provide immense utility to end-userspride to its people and economic gains to its shareholders.

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 59year's and has since then expanded its operations across several other countries in southeast and south Asia.

ITD is the only Thai construction company to win the prestigious InternationalFederation of Asian and Western Pacific Contractor's Association (IFAWPCA) Gold Medal

Award 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 Kingon 23rd December 1985.

The Royal Seal of the Garuda is the highest and most honourable achievement under theRoyal 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 2016 ITD posted revenues of over 47 billion Thai Baht (about Rs.935500 lakhs) andhad 25678 employees on its rolls.

DEPOSITORY SYSTEM

It is mandatory that the shares of the Company are traded in electronic form. TheCompany has entered into Agreements with both the depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

FINANCIAL YEAR

Financial Year of the Company under report is January- December for which the CompanyLaw Board New Delhi had granted permission to the Company.

Consequent upon issue and allotment of 16629684 fully paid up equity shares of Rs.1/-each to Qualified Institutional Buyers through Qualified Institutions Placement on 2ndFebruary 2018 the shareholding percentage of ITD Thailand in the paid up share capitalof the Company reduced from 51.63% to 46.64%. The Company thereupon ceased to be asubsidiary company of ITD Thailand effective 2nd February 2018. In view of this theCompany would be required to align its financial year as per the provisions of Section2(41) of the Act and the Rules framed thereunder and hence the exemption granted by theCompany Law Board to the Company to follow 1st January to 31st December as the Company'sfinancial year will no longer be available to the Company. Accordingly the next financialyear of the Company would be for a period of fifteen months from 1st January 2018 to 31stMarch 2019 and thereafter the financial year's of the Company would be for a period of 12months commencing on 1st April and ending on 31st March every year.

INDUSTRIAL RELATIONS

Relations with staff and labour remained peaceful and cordial during the year underreview.

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

Premchai Karnasuta

(DIN: 00233779)

Chairman

ANNEXURE 1

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.in lakhs)

Sl. No. Particulars Details
1. Name of the subsidiary ITD Cementation Projects India Limited
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period 1st January 2017 – 31st December 2017
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries INR
4. Share capital 5.00
5. Reserves & surplus (0.65)
6. Total assets 4.42
7. Total liabilities 4.42
8. Investments NIL
9. Turnover 0.26
10. Profit before taxation (0.09)
11. Provision for taxation NIL
12. Profit after taxation (0.09)
13. Proposed Dividend NIL
14. % of shareholding 100%

Notes:

1. Names of subsidiaries which are yet to commence operations - None

2. Names of subsidiaries which have been liquidated or sold during the year -None 3.Financial year of the subsidiary is April to March.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to

Associate Companies / Joint Ventures

Name of Associates/ Joint Ventures ITD-ITD Cem JV (Consortium of ITD- ITD Cementation) ITDCem-Maytas Consortium ITD-ITD Cem JV ITD Cemindia JV CEC-ITD CEM-TPL JV
Latest audited Balance Sheet Date 31.12.2017 31.12.2017 31.12.2017 31.12.2017 31.12.2017
Shares of Associate/Joint Ventures held by the Company on the year end NIL NIL NIL NIL NIL
No. NIL NIL NIL NIL NIL
Amount of Investment in Associates/Joint Venture 671.20 76.44 35888.17 19305.97 81.21
Extend of Holding % 40% 95% 49% 80% 60%
Description of how there is significant influence Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture
Reason why the Associate/Joint Venture is not consolidated Consolidated- equity method Consolidated as Subsidiary Consolidated- equity method Consolidated as Subsidiary Consolidated- equity method
Net worth attributable to shareholding as per latest audited Balance Sheet 1672.07 95.10 40524.02 18975.11 19.01
Profit/(Loss) for the year (1.08) 1.78 (2820.87) 54.77 NIL
i. Considered in Consolidation (0.43) 1.69 (1382.23) 43.82 NIL
ii.Not Considered in Consolidation (0.65) 0.09 (1438.64) 10.95 NIL

1. Names of associates or joint ventures which are yet to commence operations –None

2. Names of associates or joint ventures which have been liquidated or sold during theyear – None 3. Names of associates or joint ventures is not consolidated – None

Adun Saraban Pathai Chakornbundit
Managing Director Director
Prasad Patwardhan Rahul Neogi
Chief Financial Officer Company Secretary
22nd February 2018

ANNEXURE 2

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3) (m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014:

Research and Development

The Company lays significant emphasis on improvements in methods and processes in itsareas of construction and operations. The Company has an in-house Research &Development Division. The primary focus of research is to continually refine thefrequently used systems at our project sites to derive optimisation reduction in thebreakdowns improve effectiveness and efficiency of use and hence provide a competitiveedge for any project.

A) Conservation of Energy

(i) Steps taken or impact on conservation of energy:

Production of concrete is one of the most energy intensive process in constructionindustry. Out of all ingredients in concrete Cement accounts for embodied energy inconcrete. To reduce embodied energy in concrete the Company is using pozzolanic materials(Fly ash / GGBS) replacing ordinary portland cement at suitable proportions in compliancewith contract and codal specification blended at site mixing plant to produce variousgrades of concrete. The production of GGBS/Fly Ash consumes much lesser amount of energycompared to cement and thereby less energy consumption for production of concrete.

The Company has started replacing existing conventional lighting system to energyefficient LED systems.

The Company continues using the Translucent

Polycarbonate sheets at all project sites stores in place of conventional roofingmaterial allowing daylight thereby saving on electricity.

The Company continues phase wise replacement of power consuming Transformer weldingmachines with rectifier welding machines and now with new generation IGBT based Weldingmachine leading to much savings in energy.

(ii) Steps taken by the company for utilising alternate sources of energy:

The Company has started using Solar

Renewable products such as Solar Blinkers required for safer road diversions formajor Road and Metro project sites.

(iii) Capital investment on energy conservation equipment:

Traditionally construction industry in

India has been using mechanical cranes at construction sites. The Company has taken aconscious decision to progressively replace the mechanical cranes with the more efficientenergy conserving hydraulic cranes.

Recycle of Returned Concrete: In major

Metro project sites the quantity of returned concrete from the pouring is a burden andadds to wastage in terms of energy & cost.

The Company introduced concrete reclaimers at one of the major project sites to recyclethe aggregates out of the returned concrete as a trial step to conservation of energy.

B) Technology absorption

(i) Efforts made towards technology absorption - Nil

(ii) Benefits derived like product improvement cost reduction product development orimport substitution:

Saving of fuel.

Saving of electricity.

The Company continues to utilise

Secant pile forming a continuous wall of soft and hard piles alternating to each otherwith the harder pile cutting into adjacent soft pile in project involving deep excavationwith shallow ground water table. This process is extensively used for Mumbai undergroundMetro shaft construction and also for Nagpur Metro Project.

(iii) In case of imported technology (imported during the last three year's reckonedfrom the beginning of the financial year):

(a) the details of technology imported: None

(b) the year of import: N.A.

(c) whether the technology been fully absorbed: N.A.

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.

and

(iv) Expenditure incurred on Research and Development- Nil

C) Foreign Exchange Earnings and Outgo a. The Company did not have any exportduring the year under report. b. The foreign exchange received during the year underreport from sale of two old used equipments is Rs.85.09 lakhs. The foreign exchange outgoon account of travelling import of consumables capital goods tools and spare partsfees royalty etc. aggregated to Rs.3113.47 lakhs (previous year Rs.3051.39 lakhs).

For and on behalf of the Board

Premchai Karnasuta

22nd February 2018

Chairman

ANNEXURE 4

Extract from Nomination and Remuneration Policy on Directors' appointment andRemuneration

In terms of Nomination and Remuneration Policy of the Company present members ofNomination and Remuneration Committee are comprised of Mr.D.E. Udwadia Mr. PremchaiKarnasuta Mr. Pathai Chakornbundit and Mr. Per Hofvander.

1. The Nomination and Remuneration Committee is applicable to

Directors (Executive and Non-Executive)

Key Managerial Personnel

Senior Management Personnel

2. Role and Functions of the Committee relating to Nomination:

(a) Review the Board structure size and composition and make recommendations to theBoard in this regard; (b) To identify persons who are qualified to become directors(including appointments to committees) and who may be appointed in Senior Management inaccordance with the criteria laid-down recommend to the Board their appointment andremoval and to carry out evaluation of every director's performance; (c) Toformulate the criteria for determining qualifications positive attributes andindependence of a director; (d) To recommend to the Board plans for succession inparticular of the Managing Director the Executive Directors Key Managerial Personneland Senior Management Personnel; (e) To evaluate the performance of the Board and SeniorManagement Personnel on certain predetermined parameters as may be laid down by the Boardas part of the self-evaluation process.

3. Functions and Responsibilities of the Committee relating to Remuneration:

The functions and responsibilities of the Committee in relation to remuneration will beas under:

3.1 Relating to the Company:

The Committee to formulate and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

The Committee while formulating the above policy shall ensure that – (a) the leveland composition of remuneration be reasonable and sufficient to attract retain andmotivate directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance be clear and meets appropriateperformance benchmarks; and

(c) remunerationtodirectorskeymanagerial personnel and senior management personnelinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.

Evaluate and approve the Company's remuneration plan annual salary increase principlesand budgets policies and programmes such as succession planning employment agreementsseverance agreements and any other benefits.

Review progress on the Company's leadership development programmes including forpromotiontotheboardemployeeengagement initiatives and employee surveys.

Evaluate issues pertaining to the appointment of and remuneration payable to SeniorManagement Personnel.

Evaluate terms and conditions relating to the

Annual and Long Term Incentive Plans of the Company including plan design supervisionand payouts.

Consider and approve matters relating to normal retirement plans Voluntary

Retirement and Early Separation Schemes for employees of the Company.

3.2 Relating to the Performance and Remuneration of the Managing Director KeyManagerial Personnel and Senior Management Personnel:

Establish key performance metrics to measure the performance of the Managing DirectorKey Managerial Personnel and Senior Management Personnel including the use of financialnon-financial and qualitative measures.

Evaluate Senior Management Personnel team performance regularly to strengthen thecumulative annual assessment and to provide timely feedback to the assessed individuals.

Review and recommend to the Board the remuneration and performance bonus or commissionto the Managing Director and Key Managerial Personnel.

3.3 Relating to the Performance and Remuneration of the Non-Executive Directors:

Define the principles guidelines and process for determining the payment of commissionto non-executive directors of the Company.

4. Other Functions:

Perform such other activities within the scope of this Policy as may be requested bythe Board of Directors or under any regulatory requirements.

5. Nomination Duties:

Evaluating the performance of the Board members and Senior Management in the context ofthe Company's performance from business and compliance perspective.

6. Remuneration Duties:

The duties of the Committee in relation to remuneration matters include: (a) toconsider and determine the Remuneration Policy based on the performance and also bearingin mind that the remuneration is reasonable and sufficient to attract retain and motivatemembers of the Board and such other factors as the Committee shall deem appropriate allelements of the remuneration of the members of the Board;

(b) to approve the remuneration of the Senior Management including Key ManagerialPersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company;

(c) to delegate any of its powers to one or more of its members or the Secretary of theCommittee;

(d) to consider any other matters as may be requested by the Board;

(e) professional indemnity and liability insurance for Directors and senior management.