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Directors Report of ITD Cementation India Ltd.

Dec 31, 2016

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

FINANCIAL RESULTS (Rs. in Lakh)

Total Income

Year 2016

Year 2015

289,132.07

276,037.00

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

14,725.26

7,374.64

Less: Depreciation on fixed assets

3,230.79

2,485.29

Profit before provision for doubtful debts

11,494.47

4,889.35

Less: Provision for doubtful debts

2,050.07

1,367.65

Profit before taxation and exceptional item

9,444.40

3,521.70

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

-

(12,397.19)

Profit/ (Loss) before taxation after exceptional item

9,444.40

(8,875.49)

Less: Provision for taxation/(deferred tax credit)

(4,633.45)

2,944.76

Profit/ (Loss) after taxation

4,810.95

(5,930.73)

Add : Surplus of previous year brought forward

3,037.31

8,997.65

Amount available for appropriation

7,848.26

3,066.92

Directors'' recommendation for appropriation:

Proposed dividend

465.47

-

Dividend distribution tax

94.76

-

Adjustment on account of additional depreciation

-

29.61

Balance carried to Balance Sheet

7,288.03

3,037.31

DIVIDEND

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.

TRANSFER TO RESERVE

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

REVIEW OF OPERATIONS

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.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES

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)

Name

Total income

Profit/ (Loss) for the year

% share

Share of Profit/ (Loss)

Subsidiary:

ITD Cementation Projects India Limited

0.30

(0.18)

100%

(0.18)

Joint Ventures:

- ITD Cemindia JV

1,923.07

196.19

80%

156.95

- ITD-ITD Cem JV

29,957.63

(11,253.26)

49%

(5,514.10)

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

25.08

(461.72)

40%

(184.69)

- ITD Cem-Maytas Consortium

176.06

(36.14)

95%

(34.33)

- CEC-ITD Cem-TPL JV

1,708.50

NIL

40%

NIL

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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

STATUTORY AUDITORS

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Designation

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.

REMUNERATION OF DIRECTORS AND KMPs

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:

Directors

Ratio to median remuneration

Non - Executive Director

Mr. Premchai Karnasuta

-

Mr. Pathai Chakornbundit

-

Mr. D.E. Udwadia

0.68

Mr. Per Ebbe Hofvander

-

Mr. D.P. Roy

0.68

Mrs. Ramola Mahajani

0.68

Mr. Piyachai Karnasuta

-

Executive Director

Mr. Adun Saraban

18.13

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

15%

Mr. S. Ramnath, Chief Financial Officer

20%

Mr. R.C. Daga, Company Secretary

17%

(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

Managerial

Remarks

1

12.69%

18.45%

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 the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

AUDIT COMMITTEE

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.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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.

INTERNAL FINANCIAL CONTROLS

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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.

RISK MANAGEMENT

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).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

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. 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 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) 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.

SECRETARIAL AUDIT REPORT

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.

EXTRACT OF THE ANNUAL RETURN

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.

DEPOSITS

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.

MANAGEMENT DISCUSSION AND ANALYSIS

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.

CORPORATE GOVERNANCE

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.

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, the Business 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 the Company, which have occurred between the end of the financial year under review and the date 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 by any regulator or court or tribunal, impacting the going concern status of the Company and its 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under.

REPORTING OF FRAUD

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.

OUTLOOK

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.

PARENT COMPANY

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.

DEPOSITORY SYSTEM

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).

FINANCIAL YEAR

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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


Dec 31, 2014

Dear Members,

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December 2014. FINANCIAL RESULTS (Rupees in Lakh)

Year 2014 Year 2013

Total Income 137,671.70 127,893.74

Gross Profit / (Loss) before depreciation and bad debts (3,141.83) 4,944.33 Less: Depreciation on fixed assets 2,942.69 3,348.91

Profit / (Loss) before provision for doubtful debts (6,084.52) 1,595.42

Less: Provision for doubtful debts 673.69 660.81

Profit / (Loss) before Taxation and exceptional item (6,758.21) 934.61

Add: Exceptional Item (Write-back of depreciation) 9,553.25 Nil

Profit before Taxation after Exceptional Item 2,795.04 934.61

Less: Provision for Tax 853.66 3.67

Profit after Taxation 1,941.38 930.94

Add : Surplus of previous year brought forward 7,056.27 6,285.11

Amount available for appropriation 8,997.65 7,216.05

Directors'' recommendation for appropriation:

Proposed Dividend - 115.16

Dividend Distribution Tax(Incl. earlier year) - 21.35

Transfer to General Reserve - 23.27

Balance carried to Balance Sheet 8,997.65 7,056.27

8,997.65 7,216.05

DIVIDEND

The Board of Directors do not recommend any dividend for the year 31st December 2014 in view of the operating losses incurred by the Company during the year

REVIEW OF OPERATIONS

Revenue for the year at Rs. 135,241 Lakh has increased by Rs. 12,765 Lakh from Rs. 122,476 Lakh in the year 2013, an increase of about 10% over previous year Consolidated revenue for the year was at Rs. 171,242 Lakh as compared to Rs. 157,837 Lakh for the year 2013, an increase of about 8% over the previous year.

The Company incurred a loss before tax of Rs. 6,758 Lakh compared to a profit before tax of Rs. 935 Lakh for the year 2013. However after Exceptional Item relating to Write-back of depreciation of Rs. 9,553 Lakh, there was a profit before tax of Rs. 2,795 Lakh.

The Consolidated loss before tax was Rs. 6,864 Lakh compared to profit before tax of Rs. 2,391Lakh for the year 2013. However after Exceptional Item relating to Write-back of depreciation of Rs. 9,553 Lakh, the profit before tax stood at Rs. 2,689 Lakh. The operating losses were due to execution challenges on some projects and cost overruns on certain other projects.

On a review of the position of outstanding debts, there are no write off of bad debts during the year (2013 - Nil).

Total value of new contracts secured during the year aggregated Rs. 254,06l Lakh (2013 - Rs. 267,620 Lakh). Major contracts include-

* Construction of Container Berths atjaigarh, Maharashtra.

* Construction of Seven Stations of Kolkata Metro Railway Line at Kolkata.West Bengal.

* Design and Construction of Reclamation and Container Yard at Jawaharlal Nehru Port Trust at Navi Mumbai, Maharashtra.

* Construction of LNG Storage Tanks at Mundra, Gujarat.

* Construction of ContainerTerminal at Mundra, Gujarat.

* Construction of Super Structure for Bose Institute at Kolkata, West Bengal.

* Construction of Elevated Road at Noida, Uttar Pradesh.

* Construction of different buildings for IIT Ropar from CPWD, Ropar Punjab.

* Construction of Balance Tunneling works in the State of Jammu and Kashmirfor Konkan Railway Corporation Limited.

During the year; your Company''s Joint Venture, has received two contracts namely:

* Construction of Laying of Water Trunk main from Garden Reach water works to Taratala Valve Station and Laying of sewerline along Diamond Harbour Road by Microtunnelling method for an approximate value of Rs. 14,592 Lakh in ITD- ITD Cem Joint Venture.

* Rehabilitation and Refurbishment of Water Works at Palta and Garden Reach for Rs. 8,057 Lakh in ITD-CEMINDIAJV

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

* Construction of Ultra Mega Power Project at Sasan, Madhya Pradesh.

* Design and Construction of Approach Tunnel at Jaipur Metro for Delhi Metro Rail Corporation Limited, Jaipur Rajasthan.

* Prestreesed Rock Anchors atWadala, Mumbai, Maharashtra

* Soil Consolidation by Drilling and Grouting at LNG Terminal, Dabhol, Maharashtra.

* Design, procurement, construction and commissioning of Marine Civil Works at Gangavaram Port, Andhra Pradesh.

* Civil works tor approach trestle and jetty at Kandla, Gujarat.

* Construction of Elevated Road at Jaipur Metro for Delhi Metro Rail Corporation Limited by Company''sJointVenture - ITD-ITD Cem Joint Venture.

With regard to paragraph 6 of the Auditors'' Report, your Directors state that:

Trade receivables and Unbilled Work-in-progress as at December 31,2014 include amounts aggregating Rs. 2,655 Lakh and Rs. 1,584 Lakh respectively, which have been outstanding for a substantial period of time. The Company has been actively negotiating for speedy recovery of the balance receivables. In view thereof, the management is reasonably confident of their recovery ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007

The Company has an established Integrated Management System comprising of Quality Management System 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 accreditation 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 one of few construction companies who have established an Integrated Management System and are maintaining the system with proper customer satisfaction, compliance to legal and non-regulatory requirements as per the Standards along with continual improvements to the system.

RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONS PLACEMENT ("QIP").

The Company has issued of 4,000,000 fully paid-up equity shares of face value Rs. 10 each at a price of Rs. 360/- (including a Premium of Rs. 350) per equity share, aggregating to Rs. 14,400 Lakh through Qualified Institutional Placement ("QIP"). The shares were allotted on 4th September; 2014.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors are pleased to inform that your Company has constituted a Corporate Social Responsibility Committee and formulated a Policy in this regard. A sum of Rs. 33 Lakh had been allocated for three projects, where the Company is performing its works, in respect of Corporate Social Responsibility expenditure for this year and of which Rs. 12.87 Lakh has already been spent on one of the projects.

OUTLOOK

Bolstered by the recent sharp fall in oil prices, cooling inflation and the new government''s initiatives to improve the investment climate, prospects for growth in 2015-16 appear to be good. While the capital markets have responded positively to the developments through the infusion of funds into portfolio investments, driving market valuations of many companies, stressed corporate balance sheets are hindering a recovery in private capital spending. Rising bad loans are also making banks wary of lending to companies, especially in the construction and infrastructure space.

The International Monetary Fund (IMF) last month also predicted India would overtake China next year as the fastest growing major economy with 6.5 percent annual growth compared with 6.3 percent tor China.The Economic Survey had, in July 2014, projected India''s GDP growth for 2014-15 in the range between 5.4% and 5.9%. Recently however due to a change in methodology of computation of growth and a change in the base year to 2011-12 from the earlier base year of 2004-05 by the Central Statistics Office (CSO), the Indian economy is estimated to grow by 7.4 per cent in the current fiscal year as against 6.9 per cent in 2013-14.

Although RBI has signaled a fall in interest rates by announcing recently a reduction in Statutory Liquidity Ratio by 50 basis points to 21.5%, banks have yet to respond to this measure. The general expectation is that banks may announce rate cuts in April 2015.

Your Company has, through focused and sustained marketing efforts, built a strong and diversified order book of Rs.476,298 Lakh, a rise of nearly 25% over the order book at the beginning of 2014, providing good revenue visibility for the next few years. In January, 201 5, your Company has received a contract for Dredging and Reclamation works atjawaharlal Nehru Port of an approximate value of Rs. 2I6,8II Lakh. In addition, your company is also hopeful of bagging some very prestigious and large contracts in the first quarter of 2015. To enable financing this future growth, your Board also raised fresh equity capital in September 2014 amounting to Rs. 14,400 Lakh.

Despite these very promising overall developments, challenges on execution on some contracts and pressures on profitability will remain a drag on performance for the next couple of quarters.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil engineering and infrastructure construction and development and has been a major builder of Thailand''s infrastructure for over 50 years. ITD achieved an annual consolidated revenue for the year 2013 of approximately Baht 44,902 million (about Rs. 8,657crore) which puts it in the lead position amongst contractors in Thailand. In 2013, ITD had a skilled work force of over 28000 employees, including around I ,660 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, high speed rails, viaducts, trackworks, MRT systems, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; steel structures; telecommunications and mining.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 2I2 of the Companies Act, I956 ("the Act") containing the details of Company''s subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared inaccordance with Accounting Standards 2I and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Affairs vide its General Circular No. 2/201 I dated 8th February 201I has granted a general exemption, subject to certain conditions, to Holding Companies from complying with the provisions of Section 2I2 of the Act which requires attaching of its Balance Sheet, Profit and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly the said documents are not included in this Annual Report. The main financial summary of the Company''s Subsidiary for the year ended 31st December 2014 is included in the Annual Report. 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.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. 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.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217( 1 )(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is 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

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board also confirms that the Directors 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 the year under report. The Board has 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. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

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).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DELISTING OF EQUITY SHARES FROM THE CALCUTTA STOCK EXCHANGE LIMITED

The equity shares of the Company has been delisted from The Calcutta Stock Exchange Limited w.e.f. 28th August, 2014.

DIRECTORS

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

At a meeting of the Board of Directors held on 6th November 2014, Mrs. Ramola Mahajani was appointed as an Additional Director of the Company with effect from 6th November 2014 and also as an Independent Director for a consecutive period of five years from 6th November, 2014 to 5th November 2019.

Mrs. Ramola Mahajani holds office as Director upto the date of this Annual General Meeting and, being eligible, offers herself for appointment.

AUDITORS

The retiring Auditors, Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, offer themselves for re-appointment.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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 February 24, 2015 Chairman


Dec 31, 2013

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December, 2013.

FINANCIAL RESULTS (Rs. in Lakh)

Year 2013 Year 2012

Total Income 127,893.74 131,451.45

Gross Profit before depreciation

and bad debts 4,944.33 6,922.49

Less: Depreciation on fixed assets 3,348.91 3,604.91

Profit before provision for

doubtful debts 1,595.42 3,317.58

Less: Provision for doubtful debts 660.81 645.21

Profit before Taxation 934.61 2,672.37

Less: Provision for Taxation/

(deferred Tax Credit) 3.67 474.60

Profit after Taxation 930.94 2,197.77

Add : Surplus of previous year

brought forward 6,285.11 4,519.85

Amount available for

appropriation 7,216.05 6,717.62

Directors'' recommendation for appropriation:

Proposed Dividend 115.16 230.32

Dividend Distribution Tax

(Incl. earlier year) 21.35 37.36

Transfer to General Reserve 23.27 164.83

Balance carried to Balance Sheet 7,056.27 6,285.11

7,216.05 6,717.62

DIVIDEND

The Directors are pleased to recommend dividend of Rs. 1.00 per share (2012 – Rs. 2.00 per share), on 11,515,790 equity shares of Rs. 10 each fully paid. The above dividend, together with tax thereon, if approved, will represent 14.5% of distributable profits of Rs. 930.94 Lakh for the year.

REVIEW OF OPERATIONS

Revenue for the year at Rs. 122,476 Lakh has declined by Rs. 6,317 Lakh from Rs. 128,793 Lakh in the year 2012, a decline of about 5% over previous year. Consolidated revenue for the year was also lower at Rs. 157,837 Lakh as compared to Rs. 164,472 Lakh for the year 2012, a decline of about 4% over the previous year.

The Company''s profit before tax for the year was lower by 65% at Rs. 935 Lakh compared to a profit before tax of Rs. 2,672 Lakh for the year 2012.

The Consolidated profit before tax for the year was lower by 23% at Rs. 2,391 Lakh compared to profit before tax of Rs. 3,107 Lakh for the year 2012.

The profit after tax for the year at Rs. 931 Lakh was lower by Rs. 1,267 Lakh in comparison with 2012 because of lower revenues and reduction in margins because of change in the composition of revenues from different types of construction work.

On a review of the position of outstanding debts, there are no write off of bad debts during the year (2012 - Rs. 450 Lakh).

Total value of new contracts secured during the year aggregated Rs. 267,620 Lakh (2012 - Rs. 143,502 Lakh). Major contracts include-

- Construction of six lane link road including Road over Bridge, Ghaziabad.

- Comprehensive Development of Corridor between Mangolpuri to Madhuban Chowk including construction of Elevated Road, Foot over Bridge and allied works for PWD, Delhi.

- Comprehensive Development of Corridor between Madhuban Chowk to Mukarba Chowk including construction of Elevated Road, Foot over Bridge and allied works for PWD, Delhi.

- Construction of New Haj Tower Complex at Rajarhat, West Bengal.

- Development of Marine facilities at Karanja Creek, Uran, Maharashtra.

- Part Design and Construction of Elevated viaduct and 2 elevated stations, Phase III of Delhi MRTS, Delhi.

- Design and build construction of 330 meter Wharf Structure at Nhava Sheva, Maharashtra.

- Construction of the Balance Works of the Ramps, Cut and Cover Tunnel of Chennai Metro Rail Project, Phase I, Chennai.

During the year, your Company''s Joint Venture, ITD- ITD Cem Joint Venture, has received two contracts namely: Design and Construction of Tunnels by shield TBM, Palam and I.G.D. Airport Underground Stations by Cut & Cover Method between Palam (including) & Shankar Vihar (excluding) on Janakpuri West - Kalindi Kunj Corridor under Delhi MRTS Project of Phase-III for Delhi Metro Rail Corporation of the value of Rs. 75,200 Lakh and Procurement of Ground Water Treatment Plants, Design, Construction, Supply, Installation, Commissioning including Mechanical & Electrical Equipment and Operation for Government of Tripura (SIPMIU) of the value of Rs. 3,988 Lakh.

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

- Civil works, service and allied works for Modernisation at GRSE - Main Unit for Garden Reach Shipbuilders and Engineers Limited, Kolkata.

- Bored Cast-in-situ Piling, Diaphragm Wall and Ground Improvement work at Dahej, Gujarat.

- Piling work for multi-storeyed residential complex at Jaypee Greens, Noida.

- Construction of Ship Repair facility at Lavgan, Maharashtra.

- Construction of Landside structure for Ship Repair facility at Jaigad, Maharashtra.

- Construction of Integrated Passenger Terminal Building at NSCBI Airport, Kolkata.

- Piling work for SEPCO, Cuddalore, Tamil Nadu.

The Directors state that subsequent to the year end, a client of the Company has, pursuant to its contract with the Company for execution of work, invoked bank guarantees provided to the client by the Company''s banks. Banks have made payments to the client aggregating to Rs. 9,200 Lakh. The Company is currently in dialogue with the client to resolve the matter amicably and the Company has reasons to believe that the matter will be favorably resolved.

A disclosure in this regard has been made under Notes 29 (g) and 28(h) under the heading ''Contingent Liabilities'' for the Standalone Financials and Consolidated Financials respectively.

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

The Company has an established Integrated Management System comprising of Quality Management System conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001:2004 and Occupational Health and Safety Management System conforming to OHSAS18001:2007 at all offices, project sites and depots. During the year, the Company''s accreditation has been audited and compliance to the requirements of the International Standards has been confirmed by Det Norske VERITAS AS (DNV).

The Company is amongst a few construction companies who have established an Integrated Management System and are maintaining the system with proper customer satisfaction along with continual improvements to the system.

OUTLOOK

The overall infra growth environment for the construction sector during the year gone by was very challenging. But your Company, with its strong execution capabilities and strong balance sheet has sailed steadily through these difficult times. Government has recently taken a number of measures to fast track infrastructure growth and a few encouraging signs are already visible. The inflation though sticky, with tight liquidity scenario, is expected to cool in the coming months. This may lead to a fall in interest rate in the system. Your Company has already built a strong and diversified order book of Rs. 382,118 Lakh for the year, which, gives it good revenue visibility for more than two years. It is expected that the years ahead would bring great opportunities in the key business areas that your Company is focused in.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil engineering and infrastructure construction and development and has been a major builder of Thailand''s infrastructure for over 50 years. It had an annual consolidated revenue for the year 2012 of approximately Baht 46,970 million (about Rs. 8,330 crore) which puts it in the lead position amongst contractors in Thailand. In 2012, ITD had a skilled work force of around 24,278 employees, including around 1,502 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, high speed rails, viaducts, track works, MTR systems, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; steel structures; telecommunications and mining.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 212 of the Companies Act, 1956 ("the Act") containing the details of Company''s subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption, subject to certain conditions, to Holding Companies from complying with the provisions of Section 212 of the Act which requires attaching of its Balance Sheet, Profit and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The main financial summary of the Company''s Subsidiary for the year ended 31st December, 2013 is included in the Annual Report. 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.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. 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.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However, in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board also confirms that the Directors 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 the year under report. The Board has 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. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

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).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance along with a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. Per Hofvander and Mr. Deba Prasad Roy retire by rotation and, being eligible, offer themselves for re- appointment.

AUDITORS

The retiring Auditors, Walker, Chandiok & Co., Chartered Accountants, Mumbai, offer themselves for re- appointment.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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

February 26, 2014 Chairman


Dec 31, 2012

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December, 2012.

FINANCIAL RESULTS

(Rupees in Lakhs)

Year 2012 Year 2011

Total Income 130,711.49 131,035.22

Gross Profit before depreciation and bad debts 6,922.49 6,631.96

Less: Depreciation on fixed assets 3,604.91 3,422.83

Profit before provision for doubtful debts 3,317.58 3,209.13

Less: Provision for doubtful debts 645.21 1,006.47

Profit before Taxation 2,672.37 2,202.66

Less: Provision for Taxation/(deferred Tax Credit) 474.60 (54.92)

Profit after Taxation 2,197.77 2,257.58

Add : Surplus of previous year brought forward 4,519.85 2,698.60

Add: Corporate dividend tax written back - 0.67

Amount available for appropriation 6,717.62 4,956.85

Directors'' recommendation for appropriation:

Proposed Dividend 230.32 230.32

Dividend Distribution Tax 37.36 37.36

Transfer to General Reserve 164.83 169.32

Balance carried to Balance Sheet 6,285.11 4,519.85

6,717.62 4,956.85

DIVIDEND

The Directors are pleased to recommend dividend of Rs.2.00 per share (2011– Rs.2.00 per share), on 11,515,790 equity shares of Rs.10 each fully paid. The above dividend, together with tax thereon, if approved, will represent 12% of distributable prof ts of Rs.2,197.77 Lakh for the year.

REVIEW OF OPERATIONS

Revenue for the year at Rs.128,053 Lakh has declined by Rs.1,000 Lakh from Rs.129,053 Lakh in the year 2011. Consolidated revenue for the year was also lower at Rs.163,380 Lakh as compared to Rs.170,845 Lakh for the year 2011, a decline of about 4% over the previous year.

The Company''s prof t before tax, however, improved by 21% to Rs.2,672 Lakh compared to a prof t before tax of Rs.2,203 Lakh for the year 2011.

During the last quarter of the year October 2012 to December 2012, we experienced some delays and slowdown in some projects, which af ected our performance in the quarter.

The Consolidated prof t before tax for the year was Rs.3,107 Lakh compared to prof t before tax of Rs.2,817 Lakh for the year 2011, an increase of about 10%.

The prof t after tax for the year at Rs.2,198 Lakh was slightly lower by Rs. 60 Lakh in comparison with 2011 because of one time deferred tax credit that was available in 2011.

After a review of the position of outstanding debts, your Directors have decided to write-of bad debts amounting to Rs.450.16 Lakh (2011- Rs.1,235.44 Lakh).

Total value of new contracts secured during the year aggregated Rs.143,502 Lakh (2011 -Rs.113,206 Lakh). Major contracts include-

- Piling work in Mahanadi River for Water Pipeline at Cuttak City, Orissa.

- Piling, Civil and Temporary Construction facility works for GIR Project at Dahej, Gujarat.

- Construction of North Cargo Berth II at VOC Port, Tuticorin, Tamil Nadu.

- Marine Civil works for development of Gangavaram Port Expansion Phase II at Visakhapatnam, Andhra Pradesh.

- Construction of Berth No.15 at Kandla Port, Gujarat.

- Construction of Landside structure for Ship Repair facility at Jaigad, Maharashtra.

- Civil works for Approach and Jetty for the development of Dry Bulk Terminal at Tuna, Kandla, Gujarat.

During the year, your Company''s Joint Venture, ITD-ITD Cem Joint Venture, has received a contract from Delhi Metro Rail Corporation for Part Design and Construction of Elevated viaduct including entry exit lane, ramp to depot and 8 elevated stations including architectural f nishing, water supply, sanitatary installation and drainage works of stations, Delhi - value Rs.54,600 Lakh.

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

- Design and Construction of Container Terminal at South Port, Mundra, Gujarat.

- Construction of Integrated Cargo Terminal facility at Jaigad, Maharashtra.

- Construction of Cargo Berth No.9 for Tuticorin Port , Tamil Nadu.

- Construction of Impounded Wet Basin at Mazagaon Dock, Mumbai, Maharashtra.

- Construction of Diaphragm Wall and Anchor Slab with special f ll at Sabarmati, Gujarat.

- Various Piling and Civil works in Gujarat; Chhattisgarh; Orissa; Sikkim; Uttar Pradesh; Tamil Nadu; Punjab; Haryana and Maharashtra.

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

The Company has established Integrated Management System comprising of Quality Management System 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 of ces, project sites and depots. During the year, the Company''s accreditation has been audited and compliance to the requirements of the Standards has been conf rmed by Det Norske Veritas (DNV).

The Company is amongst a few construction companies who have established an Integrated Management System and maintaining the system with proper customer satisfactions along with continual improvement of the system.

OUTLOOK

The outlook for the world economy is not encouraging. Most forecasts predict the growth for the world economy for 2013 to be at about 3.2%. As far as India is concerned, the GDP growth in 2012-2013 is likely to fall below the Reserve Bank''s baseline projection of 5.8%. Advance estimates of National Income, 2012-2013, estimates the GDP growth for 2012-2013 at 5%.

Your Company continues to pursue opportunities in marine, foundation and specialist engineering and mass rapid transport system (MRTS) projects, where it has built strong capability over the years. Your Company is also looking to enhance its presence in civil works for industrial projects, where hitherto it was mainly involved in piling and foundation work. Delays in f nalization of orders on account of non-receipt of environment clearances and /or f nancial closure on some major prospects and lack of orders in certain areas are some matters of concern. This situation is likely to continue for some more time which, in turn, may impact your Company''s performance in the current year.

Although RBI expects inf ation to moderate below its baseline projection of 7.5%, suppressed inf ation continues to pose a threat and, consequently, RBI maintains a cautious approach to interest rate reduction. But recent actions by RBI to reduce CRR and repo rates have raised expectations on lower interest rates by the middle of the year.

Despite short term challenges faced by the infrastructure sector as a whole, your Company is cautiously optimistic about the future prospects for the sector.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil engineering and infrastructure construction and development and has been a major builder of Thailand''s infrastructure for over 50 years. It had an annual consolidated revenue for the year 2011 of approximately Baht 44,945 million (about Rs.7,701.10 crore) which puts it in the lead position amongst contractors in Thailand. In 2011, ITD had a skilled work force of around 22,318 employees, including around 1,403 qualif ed engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; mining; steel structures and telecommunications.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 212 of the Companies Act, 1956 ("the Act") containing the details of Company''s subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the f nancial resources, assets, liabilities, income, prof ts and other details of the Company, its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Af airs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption subject to certain conditions to Holding Companies from complying with the provisions of Section 212 of the Act which requires attaching of its Balance Sheet, Prof t and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The main f nancial summary of the Company''s Subsidiary for the year ended 31st December, 2012 is included in the Annual Report. 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 Of ce of the Company on any working day during business hours.

RESEARCH AND DEVELOPMENT

The Company lays signif cant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientif c and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually ref ne the frequently used systems at our project sites to derive optimization, reduction in the breakdowns and improve ef ectiveness and ef ciency of use, through the introduction of new and improved techniques.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However, in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is 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 Of ce of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Of ce of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board also conf rms that the Directors 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 af airs of the Company at the end of the f nancial year and of the prof t of the Company for the year under report. It is further stated that the Board has taken proper and suf cient 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. It is further conf rmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certif cate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. Premchai Karnasuta and Mr. Pathai Chakornbundit retire by rotation and, being eligible, of er themselves for re- appointment.

AUDITORS

The retiring Auditors, Walker, Chandiok & Co., Chartered Accountants, Mumbai, of er themselves for re-appointment.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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

February 28, 2013 Chairman


Dec 31, 2011

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December, 2011.

FINANCIAL RESULTS

(Rupees in Lakhs)

Year 2011 Year 2010

Total Income 131,035.22 109,573.75

gross Prof t before depreciation and bad debts 6,631.96 5,795.59

Less: Depreciation on fixed assets 3,422.83 3,075.15

Net Prof t before provision for doubtful debts 3,209.13 2,720.44

Less: Provision for doubtful debts 1,006.47 1,496.95

Prof t before Taxation 2,202.66 1,223.49

Less: Provision for Taxation/( deferred Tax Credit) (54.92) 284.98

Prof t after Taxation 2,257.58 938.51

Add : Surplus of previous year brought forward 2,698.60 2,008.00

Add: Corporate dividend tax written back 0.66 0.45

Amount available for appropriation 4,956.84 2,946.96

Directors' recommendation for appropriation:

Proposed Divided 230.32 172.74

Dividend Distribution Tax 37.36 28.69

Transfer to General Reserve 169.32 46.93

Balance carried to Balance Sheet 4,519.84 2,698.60

4,956.84 2,946.96

DIVIDEND

The Directors are pleased to recommend dividend of Rs.2.00 per share (2010–Rs.1.50 per share), on 11,515,790 equity shares of Rs.10 each fully paid. The above dividend, together with tax thereon, if approved, will represent 11.86 % of distributable profits of Rs.2,257.58 Lakhs for the year.

REVIEW OF OPERATIONS

Revenue for the year was Rs.129,745 Lakhs compared to Rs.107,193 Lakhs for the year 2010 an increase of 21% over the previous year. Consolidated revenue for the year was Rs.171,219 Lakhs as compared to Rs.146,216 Lakhs for the year 2010, an increase of 17% over the previous year.

For the year 2011, the Company made a profit before tax of Rs.2,203 Lakhs compared to a profit of Rs.1,223 Lakhs for the year 2010, showing an increase of 80%.

The increase in profit before tax was primarily due to improved contribution especially from marine, foundation and specialist projects.

The Consolidated profit before tax for the year was Rs.2,817 Lakhs compared to profit before tax of Rs.2,075 Lakhs for the year 2010, an increase of 36%.

The Directors have reviewed the outstanding debts and have decided to write-of Rs.1,235.44 Lakhs (2010 -Rs.1,125.28 Lakhs).

Total value of new contracts secured during the year aggregated Rs.113,206 Lakhs (2010 - Rs.193,139 Lakhs). Major contracts include-

- Construction of Ship Repair facility at Lavgan, Maharashtra.

- Road Project (6 laning of Pune - Satara Road - Phase 1) Maharashtra.

- Construction of Terminal 12 Berth at Mundra, Gujarat.

- Piling work at Cuddalore for 2 x 600 MW Power Project in Tamil Nadu.

- Construction of Diaphragm Wall and Capping Beam for proposed residential complex at Wadala, Mumbai, Maharashtra.

- Piling work for multi-storied residential complex at Jaypee Greens, Noida. During the year under report a number of contracts were completed including-

- Civil works for Iron Ore Port Terminal at Encore Port, Chennai.

- Various Piling and Civil Works in Uttar Pradesh, Orissa, Gujarat, and Andhra Pradesh.

With regard to paragraphs 5(vi) (a) and 5 (vi) (b) of the Auditors' Report, your Directors state that:

(a) Sundry Debtors at December 31, 2011 include variation claims of Rs.3,455 Lakhs, which are disputed by the customer. Out of this, claims amounting to Rs.2,346 Lakhs are the subject matter of arbitration. The Company has received arbitration awards in its favor in respect of the balance amount of Rs.1,109 Lakhs, which have since been challenged by the customer. Based on the legal advice from Company's counsel in the matter, the management is reasonably conf dent of recovery of the amounts.

(b) Sundry Debtors at December 31, 2011 include Rs.3,384 Lakhs representing interim work bills for work done which have not been certified by customers beyond normal periods Offi certification. The management is reasonably conf dent of the certification and recovery of the same progressively on these contracts based on past experience of the Company, assessment of work done and the fact that these amounts are not disputed by the customer.

ISO 9001:2008, ISO 14001 : 2004 AND OHSAS-18001:2007

Your Company has established at all Offi cess project sites and depots 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 (OHSMS) conforming to OHSAS 18001:2007.

During the year the Company's accreditation has been audited and re-certified by Det Norske Verities (DNV).

Your Company is amongst a few construction companies who have established an Integrated Management System comprising QMS, EMS and OHSMS covering all project sites.

OUTLOOK

Y our Company has gained from the successful execution of underground and elevated sections of metro projects at Delhi, which has helped it to obtain other similar projects at Jaipur, Kolkata and Bangalore.

Your Company has a significant presence in marine projects, mass rapid transport system (MRTS), airports, roads and foundation and specialist engineering. This has resulted in award of prestigious marine contracts from Lavgan and Mundra and a large road project in Maharashtra.

However, the pressure of high interest rates that prevailed throughout last year is likely to continue at least in the first half of the current year. The upward trend in commodity prices is also likely to continue during the year ahead. For your Company, lack of orders during the year under report, is also a cause of concern.

Nevertheless, the medium and long term scenario seems to be positive. Government of India is emphasizing infrastructure projects. Total planned investment in infrastructure sector during the Twelfth Five Year Plan is estimated to be twice that in the Eleventh Five Year Plan. Your Company, therefore, looks forward with cautions optimism to a period of growth.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil and infrastructure construction and development and has been a major builder of Thailand's infrastructure for over 50 years. It had an annual consolidated revenue for the year 2010 of approximate Baht 39,143 million (about Rs.6,759.10 Crores) which puts it in the lead position amongst contractors in Thailand. In 2010, ITD had a skilled work force of around 21,362 employees, including around 1,338 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; mining; steel structures and telecommunications.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 212 of the Companies Act, 1956 ("the Act") containing the details of Company's subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption subject to certain conditions to Holding Companies from complying with the provisions of Section 212 of the Act which requires attaching of its Balance Sheet, Prof t and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The main financial summary of the Company's Subsidiary for the year ended 31st December, 2011 is included in the Annual Report. 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.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific c and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns and improve effectiveness and efficiency of use, through the introduction of new and improved techniques.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However, in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is 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.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board of Directors also confirm that the Directors 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 the year under report. It is further stated that the Board of Directors 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. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance along with a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. Peshwan Jehangir resigned as Director of the Company with effect from 28th February, 2012. Directors placed on record their sincere appreciation of the valuable contribution made by Mr. Jehangir during his tenure as Director of the Company.

Mr. Per Hofvander and Mr. D.E. Udwadia retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

Messrs S.R. Batliboi & Associates, the retiring auditors of the Company, have expressed their inability to seek re- appointment as the statutory auditors of the Company. In view thereof the Board has appointed, subject to approval of the shareholders, Messrs Walker, Chandiok & Co., Chartered Accountants, Mumbai, as the statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting.

The Directors placed on record their appreciation of the valuable services rendered by Messrs S.R. Batliboi & Associates as Auditors.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

The Directors thank ITD for its continued support extended 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

February 29, 2012 Chairman


Dec 31, 2009

The Directors present herewith their Report and Statement of Accounts for the year ended 31 st December, 2009.

FINANCIAL RESULTS

(In Rupees Lakhs) Year 2009 Year 2008

Total Income 99,711.25 97,961.41

Gross Profit before depreciation and bad debts 4,636.57 3,094.53

Less: Depreciation on fixed assets 3,060.01 1,972.53

Net Profit before provision for doubtful debts 1,576.56 1,122.00

Less: Provision for doubtful debts 810.24 477.99

Profit before Taxation 766.32 644.01

Less: Provision for Taxation 225.79 94.08

Profit after Taxation 540.53 549.93

Add: Surplus of previous year brought forward 1,615.70 1,214.25

Amount available for appropriation 2,156.23 1,764.18

Directors recommendation for appropriation:

Proposed Dividend 115.16 115.16

Dividend Distribution Tax 19.57 19.57

Transfer to General Reserve 13.51 13.75

Balance carried to Balance Sheet 2,007.99 1,615.70

2,156.23 1,764.18

DIVIDEND

The Directors are pleased to recommend dividend of Re. 1.00 per share (2008 - Re. 1.00 per share), on 11515790 equity shares of Rs. 10 each fully paid. The above dividend, together with tax thereon, when approved, will represent about 25% of distributable profits of Rs. 540.53 Lakhs for the year.

REVIEW OF OPERATIONS

Revenue for the year was Rs. 97,967 Lakhs compared to Rs. 96,560 Lakhs for the year 2008. As per Consolidated Accounts revenue for the year was Rs. 147,464 Lakhs, an increase of 10% over the previous years Rs. 1 33,665 Lakhs.

For the year 2009, the Company has made a profit before tax of Rs. 766.32 Lakhs compared to a profit of Rs. 644.01 Lakhs for the year 2008, showing an increase of 19%.

The profit before tax increased primarily due to reduction in input cost and recovery of service income from joint venture projects.

As per Consolidated Accounts profit before tax for the year was Rs. 1,590.69 Lakhs compared to profit before tax of Rs. 1,463.56 Lakhs for the year 2008.

During the year the Company has obtained orders in new segments such as micro-tunneling and track laying for MRTS on the back of technology support from Parent Company.

As a strategy, the Company will continue to explore all such available avenues of growth.

The Directors have reviewed the outstanding debts and have decided to write-off Rs. 134.68 Lakhs (2008 - Rs. 185.96 Lakhs).

Total value of new contracts secured during the year aggregated Rs. 163,689 Lakhs (2008 - Rs. 129,882 Lakhs). Major contracts include-

- Investigation, design and execution of water conveyor system (Pranahita Chevalla Sujala Sravanthi Package No. 17) for Government of Andhra Pradesh.

- Civil works, service and allied works for Modernisation at GRSE - Main Unit at Kolkata for Garden Reach Shipbuilders and Engineers Limited.

- Bored Cast-in-situ Piling, Diaphragm Wall and Ground Improvement work for ABG Shipyard at Dahej, Gujarat.

- Piling work for O.P. jindal Super Thermal Power Plant at Tamnar, Chattisgarh.

- Design and Construction of Offshore civil super structure works for Coal Conveyor at Tuticorin, Tamil Nadu.

New contracts secured by joint Venture

During the year, your Company in joint venture with Italian-Thai Development Public Company Limited (ITD) has been awarded two projects namely Supply, Installation, Testing and Commissioning of Track Work and Installation of Third Rail System for Bangalore Metro Rail Corporation Limited valued at Rs. 33,184 Lakhs and Laying of the Tallah-Palta Dedicated Transmission Line for Kolkata Municipal Corporation valued at Rs. 18,739 Lakhs.

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

- Construction of Coal Berth at Chennai.

- Road Projects in the States of Madhya Pradesh, Haryana and Punjab.

- Construction of Civil and allied work for Marine Liquid Jetty at Ennore Port.

- Various Piling and Civil Works in Andhra Pradesh, Assam, Bihar, Haryana, Himachal Pradesh, Gujarat, Karnataka, Orissa and West Bengal.

With regard to paragraphs 5 vi(a) to 5 vi(d) of the Auditors report, your Directors state that:

(a) The Company has recognized variation claims as revenue of Rs. 5,042 Lakhs till December 31, 2009, which are also included in the balance of sundry debtors at December 31, 2009. These claims are disputed by the customer. Out of this, claims amounting to Rs. 2,801 Lakhs are a subject matter of arbitration. In respect of the balance variation claims of Rs. 2,241 Lakhs the Company has received arbitration awards in its favour which have been challenged by the customer. Considering the legal advice from Companys counsel in the matter, the management is reasonably confident of recovery of the amounts awarded.

(b) Sundry Debtors as at December 31, 2009 include Rs. 3,384 Lakhs representing interim work bills for work done which have not been certified by customers beyond normal periods of certification provided in the respective contracts. The Management is reasonably confident of the certification and recovery of the same progressively on these contracts based on past experience of the Company, assessment of work done and the fact that these are not disputed by the customer.

(c) Sundry Debtors as at December 31, 2009 include an amount of Rs. 1,225 Lakhs, recognized as income in earlier years. Based on the payment schedule originally agreed with the customer, the above mentioned claim was expected to be received by the Company over a period of time commencing from financial year 2008/2009. No amounts have been received by the Company till date and further rescheduling of the payment which was is in progress at 31 st December, 2008 has not yet been finalised. The management is in advanced stage of discussion with the client and confident of recovering the amount due.

ISO 9001:2008, ISO 14001:2004 AND OHSAS-18001:2007

Your Company has established at all offices, project sites and depots 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 (OHSMS) conforming to OHSAS 18001:2007.

During the year the accreditation has been audited and re-certified by Det Norske Veritas (DNV).

Your Company is amongst a few construction companies who have established Integrated Management System comprising QMS, EMS and OHSMS covering all project sites.

OUTLOOK

Last year your Company consolidated its position in the construction market with its first order from Airport Authority of India for the modernization of Kolkata Airport and repeat order from Delhi Metro Rail Corporation Limited. This year will be remembered for the award of the first project for micro-tunneling work for Kolkata Municipal Corporation and track laying work for Bangalore Metro Rail Corporation Limited, in joint venture with the parent company.

Your Companys presence in other sectors such as irrigation and marine sectors has been further cemented by the award of prestigious project of Investigation, design and execution of water conveyor system for Government of Andhra Pradesh and Construction of Civil works, services and allied works for Modernisation at Kolkata for Garden Reach Shipbuilders and Engineers Limited.

Your Directors are pleased to inform that during the first quarter of 2010, your Company, in joint venture with its parent has emerged as the lowest bidder for a Rs. 90,863 Lakhs project for the Kolkata Metro Rail Corporation Limited.

In view of positive outlook for the Indian economy, your Company is reasonably optimistic for the years that lie ahead.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil and infrastructure construction and development and has been a major builder of Thailands infrastructure for over 50 years. It had an annual consolidated revenue for the year 2008 of approximate Bant 42,855 million (about Rs. 6,043.50 Crores) which puts it in the lead position amongst contractors in Thailand. In 2008, ITD had a skilled work force of around 26,877 employees, including around 1,483 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. ITDs main activities are buildings, industrial plants, pipelines and utility works, highways, railways, bridges and expressways, airports, ports and marine works, dams, tunnels and power plants, mining, steel fabrication and telecommunications.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

A Statement pursuant to Section 212 of the Companies Act, 1956 containing the details of Companys subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its subsidiary and its share in joint ventures.

The Company has been granted exemption for the year ended 31 st December, 2009 by the Ministry of Corporate Affairs from attaching to its Balance Sheet, the individual Annual Report of its Subsidiary Company. As per the terms of Exemption Letter, a statement containing brief financial details of the Companys Subsidiary for the year ended 31 st December, 2009 is included in the Annual Report. 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.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns and improve effectiveness and efficiency of use.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 21 7(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and form part of this Report. However, in pursuance of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts is 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.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board of Directors also confirm that the Directors have selected such accounting policies and applied them consistently and made judgements 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 the year under report. It is further stated that the Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. S. Mukundan resigned as Director and Deputy Managing Director with effect from 12th June, 2009. The Directors place on record their sincere appreciation of the long and meritorious service rendered by Mr. Mukundan during his tenure as Director of the Company.

Mr. S.S. Singh retired as Managing Director of the Company with effect from 1st January, 2010. Mr. Singh was the Managing Director for the past 9 years, an office he held with distinction through a difficult period. The Directors place on record their sincere appreciation of the long and meritorious service rendered by Mr. Singh to the Company as Managing Director.

At a meeting of the Board of Directors held on 29th July, 2009, Mr. Adun Saraban was appointed as an Additional Director designated as President and Managing Director (Designate) for the period 12th August, 2009 to 31st December, 2009 and as Managing Director with effect from 1st January, 2010. Mr. Saraban holds office as Director upto the date of this Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. D.E. Udwadia and Mr. Premchai Karnasuta retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

The retiring Auditors, Messrs S.R. Batliboi & Associates, Chartered Accountants, Mumbai, offer themselves for re-appointment.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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

Mumbai Premchai Karnasuta

4th March, 2010 Chairman

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