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ITD Cementation India Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 965.45 Cr. P/BV 0.95 Book Value (₹) 59.43
52 Week High/Low (₹) 144/35 FV/ML 1/1 P/E(X) 11.79
Bookclosure 09/08/2019 EPS (₹) 4.77 Div Yield (%) 0.71
Year End :2016-12 

The Directors present herewith their Report and the Audited Financial Statements for the year ended 31st December, 2016.


Total Income

Year 2016

Year 2015



Gross Profit / (Loss) before depreciation and provision for doubtful debts



Less: Depreciation on fixed assets



Profit before provision for doubtful debts



Less: Provision for doubtful debts



Profit before taxation and exceptional item



Add/ (Less): Exceptional item (including share of loss in joint venture H907.09 Lakh)



Profit/ (Loss) before taxation after exceptional item



Less: Provision for taxation/(deferred tax credit)



Profit/ (Loss) after taxation



Add : Surplus of previous year brought forward



Amount available for appropriation



Directors' recommendation for appropriation:

Proposed dividend



Dividend distribution tax



Adjustment on account of additional depreciation



Balance carried to Balance Sheet




The Directors are pleased to recommend dividend of Re 0.30 per share (2015-Nil) on 155,157,900 equity shares of Re 1/- each fully paid up. The above dividend, together with tax thereon, if approved, will represent 11.64% of distributable profits of Rs.4,810.95 Lakh for the year.


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


Revenue from standalone operations for the year at Rs.292,526.78 Lakh has increased by Rs.18,918.08 Lakh, from Rs.273,608.70 Lakh in the year 2015, an increase of about 6.9% over the previous year. Consolidated revenue from operations for the year at Rs.308,856.02 Lakh has increased only marginally by HI,985.99 Lakh, from Rs.306,870.03 Lakh in the year 2015, an increase of about 0.70% over the previous year.

The Company made a profit before tax of Rs. 9,444.40 Lakh compared to a loss before tax of Rs.8,875.49 Lakh (after exceptional item of Rs.12,397.19 Lakh) for the year 2015.

The Consolidated profit before tax was Rs.7,360.80 Lakh compared to loss before tax of Rs.8,458.58 Lakh (after exceptional item of Rs.12,397.19 Lakh) for the year 2015.

After a review of the position of outstanding debts, your Directors have decided to write off bad debts during the year amounting to Rs.342.89 Lakh (2015- Nil).

Total value of new contracts secured during the year aggregated Rs.422,305 Lakh (2015 – Rs.296,875 Lakh). Major contracts having a value of Rs.7,500 Lakh and above are as under-

-Civil & structural works for a refinery at Paradip, Odisha.

-Architectural finishings and service works for Metro Stations at Kolkata, West Bengal.

-Development of multipurpose terminal by replacement of existing EQ 2 to EQ 5 Berths to cater to 14.00 meter draft vessels in inner harbour at Visakhapatnam Port.

-Civil works for fifth oil berth at Jawahar Dweep in Mumbai harbour.

-Complete civil construction works of railway line and bridges for a power plant at Nashik, Maharashtra.

-Construction of ten elevated metro stations for Nagpur Metro Rail.

-Civil works for construction of LNG Berth at Jaigad Port, Maharashtra.

-Construction of multi modal IWT terminal at Haldia, West Bengal.

-Construction of Container Berth 3 at Hazira, Gujarat.

During the year, your Company's Joint Venture, ITD-ITD Cem Joint Venture, has received a contract for laying of trunk sewer along James Long Sarani, Kolkata by micro tunneling method for KEIIP (H9,871 Lakh) and the CEC-ITD Cem- Tata Projects Joint Venture has received a contract for design and construction of underground section including 3 underground stations at Siddhi Vinayak, Dadar and Shitaladevi Temple and associated bored tunnel for Mumbai Metro Rail Corporation (H283,010 Lakh).

During the year under report, a number of contracts were completed including-

-Comprehensive development of elevated corridor between Mangolpuri to Madhuban chowk for PWD Delhi.

-Comprehensive development of elevated corridor between Madhuban chowk to Mukarba chowk for PWD, Delhi.

-Design and construction of reclamation and container yard with associated facilities at Jawaharlal Nehru Port, Navi Mumbai.

-Container terminal 4 at Mundra, Gujarat.

-Construction of New Haj Tower Complex at Kolkata for Hooghly River Bridge Commissioners.

-Construction of six lane link road on Delhi Howrah Rail Track for Ghaziabad Development Authority, Uttar Pradesh.

-Various piling and civil works in Maharashtra, Odisha, Sikkim, Tamil Nadu, etc.


As required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations, 2015') and Section 129 of the Companies Act, 2013 (hereinafter referred to as the 'Act'), the Consolidated Financial Statements, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Accounting Standards, form part of this Annual Report.

A statement containing the salient features of the performance and financial position of 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 of the Consolidated Financial Statements.

The performance and financial position of the Company's subsidiary and joint ventures are summarized herein below: (Rs. in Lakh)


Total income

Profit/ (Loss) for the year

% share

Share of Profit/ (Loss)


ITD Cementation Projects India Limited





Joint Ventures:

- ITD Cemindia JV










- ITD-ITD Cem JV (Consortium of ITD - ITD Cementation)





- ITD Cem-Maytas Consortium










The annual accounts of the Subsidiary Company will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting.


The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Company has an in-house Research & Development Division. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns, improve effectiveness and efficiency of use and hence provide a competitive edge for any project. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure 2.


The present Statutory Auditors of the Company, Messrs Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, having Firm Registration No. 001076N/N500013 were appointed as the Auditors of the Company at the 34th Annual General Meeting (AGM) held on 4th May, 2012. Pursuant to the provisions of Section 139 of the Act, the Auditors were re-appointed for a period of two years from the conclusion of the 37th AGM held on 13th May, 2015 until the conclusion of the 39th AGM to be held on 11th May, 2017 and this appointment was duly ratified by the shareholders of the Company at the AGM held on 12th May, 2016. Accordingly, their term of five years would be expiring on 11th May, 2017.

As per the provisions of Section 139 of the Act, a company can appoint the same Audit Firm for a second term of 5 years subject to the approval of the shareholders of the company.

Based on the recommendations of the Audit Committee, the Board hereby recommends the appointment of Messrs Walker Chandiok & Co LLP, Chartered Accountants, Mumbai as the Company's Statutory Auditors for a further period of five years commencing from 11th May, 2017 for the approval of the shareholders.

As required under the provisions of Section 139 (1) of the Act, the Company has received written consent from Messrs Walker Chandiok & Co LLP, Chartered Accountants, Mumbai informing that their appointment, if made, would be in accordance with the provisions of the Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria provided in Section 141 of the Act. As required under the Listing Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.


a) Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act, the following persons have been designated as KMP of the Company as at 31st December, 2016:

Name of the KMP


Mr. Adun Saraban

Managing Director

Mr. S. Ramnath

Chief Financial Officer

Mr. R.C. Daga

Company Secretary

None of the KMP has resigned during the year.

b) Directors

Mr. Premchai Karnasuta will retire by rotation and, being eligible, offers himself for re-appointment.

c) Declarations by Independent Directors

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Act confirming that they meet with the criteria of independence 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 of the Act and Listing Regulations, 2015, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

During the year the Independent Directors of the Company met on 9th November, 2016.

e) Number of Meetings of Board of Directors

7 meetings of Board of Directors were held during the year under report. For details of the Meetings of the Board, please refer to the Report on Corporate Governance, which forms part of this Report.


Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are given below:

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


Ratio to median remuneration

Non - Executive Director

Mr. Premchai Karnasuta


Mr. Pathai Chakornbundit


Mr. D.E. Udwadia


Mr. Per Ebbe Hofvander


Mr. D.P. Roy


Mrs. Ramola Mahajani


Mr. Piyachai Karnasuta


Executive Director

Mr. Adun Saraban


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

(b) The percentage increase in remuneration of each director, chief executive officer, chief 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


Mr. S. Ramnath, Chief Financial Officer


Mr. R.C. Daga, Company Secretary


(c) The percentage increase in the median remuneration of employees in the financial year: 12.08%

(d) The number of permanent employees on the rolls of the Company: 1882.

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

Sr. No.

Other Employees







(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 the Company.


Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that: in the preparation of the annual accounts for the financial year ended 31st December, 2016, the applicable accounting standards have been followed and there have been no material departures;

they have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on an on- going concern basis; they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.


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

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


The Company has formulated and published a Whistle Blowing and Prevention of Sexual Harassment Policy and Procedures to deal with instances of harassment or victimization, if any. This Policy has adequate safeguards against victimization of the whistle blower and ensures protection of the whistle blower's identity. Whistle Blower or Complainant, as the case may be under the said Policy, shall be entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. In case of any Whistle Blowing Disclosure, the Managing Director shall constitute a Committee from Senior Management Team members as stipulated in the said Policy. This Policy is available on the website of the Company.


The Company has an internal control system commensurate with the size, scale and complexity of its operations. In order to enhance controls and governance standards, the Company has adopted Standard Operating Procedures which ensure that robust internal financial controls exist in relation to operations, financial reporting and compliance. In addition, the Internal Audit function monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations. Periodical reports on the same are also presented to the Audit Committee.


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


All contracts or arrangements with related parties, entered during the financial year were at arm's length basis and in the ordinary course of the Company's business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. No material contract or arrangement with related parties was entered into during the year under report. Therefore, there is no requirement to report any transaction in 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 Regulation 34(3) and 53(f) of the Listing Regulations, 2015 are given in the Financial Statements.

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


The Company has constituted a Risk Management Committee comprising Mr. Per Hofvander, Mr. Adun Saraban and Mr. B. K. Saha, Senior Executive Vice President of the Company. Mr. Per Hofvander is the Chairman of this Committee.

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

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


The Board of Directors has constituted a CSR Committee comprising Mr. Per Hofvander, Mr. Pathai Chakornbundit and Mr. Adun Saraban. Mr. Per Hofvander is the Chairman of this Committee.

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

On account of the losses incurred by the Company, there was no average net profit in the three immediately preceding financial years as computed in accordance with the CSR Rules and the Company was therefore not in a position to spend any amount on CSR activities for the year under report.

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


The Board of Directors has constituted an NRC comprising Mr. D.E. Udwadia, Mr. Premchai Karnasuta, Mr. Pathai Chakornbundit and Mr. Per Hofvander. Mr. D.E. Udwadia is the Chairman of this Committee.

The details pertaining to the composition of the NRC are included in the Report on Corporate Governance, which form part of this Report.

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

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


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) Rules, 2014 is annexed to the Board's Report and marked as Annexure 5. In accordance with the provisions of Section 136 of the Act, the Annual Report and Accounts are being sent to all the Members of the Company excluding the aforesaid information and the said particulars will be made available on request and also made available for inspection at the Registered Office of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.


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


Pursuant to Section 92(3) and Section 134 (3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached and marked as Annexure 7 to this Report.


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


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


Pursuant to Listing Regulation, 2015, the Report on Corporate Governance along with a certificate of compliance from the Auditors are attached hereto and marked as Annexure 9 to this Report.


As required under Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, the Business Responsibility Report forms part of this Annual Report.


There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this Report.


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


During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under.


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

ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007

The Company has an established Integrated Management System comprising Quality Management System (QMS) conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001: 2004 and Occupational Health and Safety Management System conforming to OHSAS 18001:2007 at all offices, project sites and depots. During the year, the Company's Management System has been audited and compliance to the requirements of the International Standards has been confirmed by DNV GL-Business Assurance (DNV GL- BA).

The Company is amongst the few construction companies who have established an Integrated Management System and is adequately maintaining the system to ensure customer satisfaction, compliance to legal and other non-regulatory requirements as per the Standards along with continual improvements to the system.


During the last couple of years, India has had the privilege of being among the most favoured investment destinations of the world. Benign crude oil and commodity prices combined with the increase in tax revenues of the government have helped improve public finances and reduce some of its external vulnerabilities. Good monsoon in 2016 and its benevolent effect on food prices ensured that inflation remained in control with WPI and CPI at 3.39 % and 3.41% respectively as of December 2016.

However, the demonetization action by the government is likely to lower GDP growth in 2016-17 to about 6.8%, according to a survey carried out by FICCI in December '16/ January '17. This is lower by a percent from the IMF forecast of 7.6% GDP growth for India in 2016-17.

The anticipated revival in private capital investment has not come about and, going forward, the growth prospects for the construction sector in 2017 will largely be led by government expenditure on infrastructure. In the Budget for 2017-18, the government has increased the outlay on infrastructure by about 25% over its previous year and has chosen to adopt an integrated approach to improving the transportation network by combining roads, railways, waterways and civil aviation.

The Economic Survey for 2016-17 estimates the Indian economy to grow between 6.75% and 7.5% in 2017-18. But rising crude and commodity prices in global markets, increased protectionist policies by many governments affecting exports and the weakening of the rupee against the US dollar are factors that are likely to exert pressures on the fiscal front. This could in turn impact the government's investment expenditure in infrastructure.

The demonetization action led to a spurt in bank deposits and, with low demand for credit, has seen a reduction in lending rates. However, this alone will not be sufficient for improving credit metrics. Any significant improvement in liquidity profile and credit metrics of construction companies will take time and will be contingent on improvement in working capital cycle (by way of faster execution and release of stuck receivables/retention money), improvement in pace of execution and ability to raise long term funds.

The Company has maintained its focus on project selection for bidding after due evaluation of risks, profitability and project cash flow and has been able to build a strong and diverse order book worth H658,346 Lakh as on 31st December, 2016. The Company is also in the L1 status on a significant contract amounting to over H170,000 Lakh, which it is hopeful of converting into an award. The Company is confident of improving its performance in the coming year, although executional challenges will continue to exert pressure on profit margins for the next couple of quarters.


Italian-Thai Development Public Company Limited (ITD), founded in 1958, is a leading civil engineering & infrastructure construction and development company. With a well-diversified presence across the construction space that includes MRT, airports, buildings, dams & tunnels, highways, expressways & bridges, industrial works, mining and telecommunications, ITD is listed in Nikkei Asia300; a list of Asia's biggest and fastest growing companies among 11 economies in the continent.

ITD has been a leader in infrastructure construction in Thailand for more than 58 years and has since then expanded its operations across several other countries in south east and south Asia.

ITD is the only Thai construction company to win the prestigious International Federation 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 the then largest and most challenging civil engineering project ever attempted in Thailand - the Khao Laem Dam.

The Royal Seal of The Garuda was awarded to the company by His Majesty the King on 23rd December, 1985. The Royal Seal of the Garuda is the highest and most honourable achievement under the Royal Patronage of the King of Thailand.

One of the landmark projects which ITD has been proudly associated with is the construction of the Suvarnabhumi International Airport, approximately 25 km east of Bangkok, which ITD successfully completed in 2006. This is the twentieth busiest airport in the world and the ninth busiest airport in Asia for the year 2015.

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

In 2015, ITD posted revenues of over 51 billion Thai Baht (about Rs.9,400 crore) and had 27,317 employees on its rolls. Of its revenues, about 40% are derived from overseas operations.


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


The Company Law Board, New Delhi has granted permission to the Company to follow the financial year 1st January to 31st December.


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


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

The Directors thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board

Premchai Karnasuta

21st February, 2017 Chairman

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