The Directors present herewith their Report and the Audited Financial Statements for
the financial year ended 31 March 2023.
FINANCIAL HIGHLIGHTS
|
|
|
|
Rs in Lakhs |
|
Standalone |
Consolidated |
| Particulars |
Financial Year ended |
Financial Year ended |
|
31 March 2023 |
31 March 2022 |
31 March 2023 |
31 March 2022 |
| Revenue from Operations |
467,491.98 |
324,952.73 |
509,091.12 |
380,901.65 |
| Profit before Finance costs and Depreciation |
44,583.48 |
30,934.85 |
46,277.94 |
33,790.99 |
| Finance costs |
16,042.28 |
13,240.97 |
16,538.61 |
14,159.96 |
| Depreciation and amortisation expense |
10,817.66 |
9,490.74 |
11,351.74 |
10,254.86 |
| Profit before Tax |
17,723.54 |
8,203.14 |
18,387.59 |
9,376.17 |
| Less: Tax Expense |
5,298.92 |
1,321.73 |
5,914.84 |
2,442.07 |
| Profit after Tax |
12,424.62 |
6,881.41 |
12,472.75 |
6,934.10 |
| Add: Other Comprehensive Income |
(1,018.03) |
(126.56) |
(1,018.03) |
(126.56) |
| Total Comprehensive income for the financial year carried to Other Equity |
11,406.59 |
6,754.85 |
11,454.72 |
6,807.54 |
PERFORMANCE OF THE COMPANY
Standalone performance
Revenue from operations for the financial year ended 31 March 2023 is Rs 467,492
Lakhs (Rs 324,953 Lakhs in FY 2021-22), an increase of about 44% over the previous year.
The Company has made a profit after tax of Rs 12,425 Lakhs for the financial year ended
31 March 2023 (Rs 6,881 Lakhs in FY 2021-22), an increase of about 81% over the previous
year.
Consolidated performance
Revenue from operations for the financial year ended 31 March 2023 is Rs 509,091 Lakhs
(Rs 380,902 Lakhs in FY 2021-22), an increase of about 34% over the previous year. The
Company has made a profit after tax of Rs 12,473 Lakhs (Rs 6,934 Lakhs in FY 2021-22), an
increase of about 80% over the previous year.
REVIEW OF OPERATIONS
Total value of new contracts secured during the financial year : ~Rs 800,000 Lakhs
Major contracts secured during the FY 2022-23 having a value of Rs 20,000 Lakhs and above
were as under:–
• Design and Execution of 156 Km of Access-Controlled Six lane Expressway in Uttar
Pradesh for Adani Road Transport Limited.
• Construction of Wharf and Approach Works- Container Terminal 4, JNPT for BMCT.
• Engineering and Construction of Container Terminal including Marine and Allied
Services at West Container Terminal in the Port of Colombo, Sri Lanka.
• Piling & Civil Work for Coke Oven Project, Hazira at Dahej in Gujarat for
ArcelorMittal Nippon Steel India Limited.
• Construction of Thal Sena Bhawan at Delhi Cantt on EPC Mode For Military
Engineering Services, Delhi.
During the financial year, a number of contracts were completed including-
• Construction of sewer tunnel and allied works for MCGM, Mumbai, Maharashtra.
• Design Construction, Manufacturing, Supply, Installation, Testing, Commissioning
of Ballastless Trackwork in Main Line for Line-7 Corridor for MMRDA, Mumbai, Maharashtra.
• Piling and Stone Column Works for JSW Steel Limited at Dolvi, Maharashtra.
• Piling and Ground Improvement Works for Technip India Limited at Paradip,
Odisha.
• Piling Works for Tecnimont Private Limited at Paradip, Odisha.
• Upgradation of Liquid Jetty for Gujarat Pipavav Port Limited at Pipavav,
Gujarat.
• Construction of Elevated Metro, Reach R1B, P1 and P2, for Bangalore Metro Rail
Corporation Limited, Bengaluru, Karnataka.
DIVIDEND
In view of the performance of the Company during the financial year under
consideration, the Directors are pleased to recommend a dividend of Rs 0.75 per equity
share on 171,787,584 equity shares of Rs 1/- each fully paid up. The above dividend
amounting to Rs 1,288 Lakhs, if approved at the ensuing Annual General Meeting (AGM) of
the Company, will represent 10.37% of distributable profits of Rs 12,425 Lakhs for the
financial year.
Pursuant to the Finance Act, 2020, since dividend income is taxable in the hands of the
shareholders, the Company will be required to make deduction of tax at source from
dividend payable to the members at prescribed rates under the Income Tax Act for the
financial year.
In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"),
the Company has formulated and adopted a Dividend Distribution Policy. It is available on
the Company's website and can be accessed at
https://www.itdcem.co.in/wp-content/uploads/2016/06/ Dividend-Distribution_Policy.pdf
TRANSFER TO RESERVE
The Company has not transferred any amount to the reserves during the financial year.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES
As required under Regulation 34 of the Listing Regulations 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.
The performance and financial position of the Company's subsidiary and joint ventures
are summarised herein below:
|
|
|
|
( Rs in Lakhs) |
| Name |
Total income |
Profit/(Loss) for the financial year |
% share |
Share of Profit/(Loss)* |
| Subsidiary: |
|
|
|
|
| • ITD Cementation Projects India Limited |
0.11 |
(0.17) |
100% |
(0.17) |
| Joint Ventures: |
|
|
|
|
| • ITD Cemindia JV |
23,257.89 |
(6,509.54) |
80% |
(6,502.83) |
| • ITD-ITD Cem JV |
13,886.32 |
334.92 |
49% |
164.11 |
| • ITD- ITD Cem JV |
Nil |
(21.56) |
40% |
(8.62) |
| (Consortium of ITD – ITD Cementation) |
|
|
|
|
| • ITD Cem-Maytas Consortium |
23,366.69 |
1,100.36 |
95% |
1,045.34 |
| • CEC-ITD Cem-TPL JV |
30,515.85 |
5,451.55 |
60% |
3,270.93 |
| • ITD Cem-BBJ JV |
18,578.25 |
Nil |
51% |
Nil |
* Share of profit/loss recognised based on control exercised by the Company.
Pursuant to the provisions of Section 129(3) of the Act, 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, as
amended, is provided in Form AOC-1 marked as Annexure 1 and forms part of the Consolidated
Financial Statements.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company , consolidated financial statements along with relevant documents and
separate audited financial statements in respect of Subsidiary, are also available on the
website of the Company at https:// www.itdcem.co.in/investors/subsidiary-company/.
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 primary focus of this effort is to continually
refine the frequently used systems at the Company's project sites to derive optimisation,
reduction in the breakdowns, improve effectiveness and efficiency of use and hence provide
a competitive edge for any project. Information on 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 attached herewith and marked as Annexure 2 to
this Report.
AUDITORS AND AUDITORS' REPORTS
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act, M/s. T R Chadha & Co. LLP,
Chartered Accountants (ICAI Firm Registration Number: 006711N/N500028) were appointed as
the Auditors of the Company at the 44th AGM held on
22 September 2022 for a period of five years from the conclusion of the 44th
AGM until the conclusion of the 49th AGM to be held in the year 2027. The
Statutory Auditor's report does not contain any qualifications, reservations, adverse
remarks or disclaimers.
Cost Auditors
In terms of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, as amended, the Company is required to prepare and maintain cost records and
also have the same audited by a Cost Accountant. The Cost Audit Report and the Compliance
Report of the Company for the year ended 31 March 2022 was filed with the Ministry of
Corporate Affairs by Mr. Suresh D. Shenoy,
Cost Accountant, before the due date as prescribed under the Companies (Cost Records
and Audit) Rules, 2014, as amended. Further, the cost accounts and records as required to
be maintained under Section 148 of the Act, are duly made and maintained by the Company.
The Board, based on the recommendation of the Audit Committee, has re-appointed Mr.
Suresh D. Shenoy, Cost Accountant (Membership No. 8318), as the Cost Auditor of the
Company for conducting cost audit for the year 2023-24. The Company has received consent
from Mr. Shenoy for his re-appointment. He has also provided confirmation that he is free
from any disqualification specified under Section 141(3) and proviso to Section 148(3)
read with Section 141(4) of the Act. He has further confirmed his independent status and
an arm's length relationship with the Company.
The consent of the members is being sought at the ensuing AGM for rati_cation of the
remuneration payable to the Cost Auditor for the financial year 2023-24.
The Cost Auditor's report does not contain any qualifications, reservations, adverse
remarks or disclaimers.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai, as the
Secretarial Auditor for conducting Secretarial Audit of the Company for the year 2022-23.
The Secretarial Audit Report issued by M/s. Parikh & Associates for the year 2022-23
is attached herewith and marked as Annexure 3 to this Report. The said Secretarial
Auditor's report does not contain any qualifications, reservations, adverse remarks or
disclaimers.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Key Managerial Personnel (KMP)
In accordance with the provisions of Section 203 of the Act, the following persons are
the KMPs of the Company as at 31 March 2023:
| Name of the KMP |
Designation |
| Mr. Santi Jongkongka |
Executive Vice Chairman |
| Mr. Jayanta Basu |
Managing Director |
| Mr. Prasad Patwardhan |
Chief Financial Officer |
| Mr. Rahul Neogi |
Company Secretary |
| b) Directors |
| Appointment/Re-appointment: |
| • Mr. Santi Jongkongka (DIN: 08441312) was re- appointed as Whole-time Director
designated as Executive Vice Chairman of the Company for a period of three years from 02
May 2022 to 01 May 2025 (both days inclusive), liable to retire by rotation, duly approved
by the Members through Postal Ballot on 18 July 2022. |
| • Mr. Jayanta Basu (DIN 08291114) was re-appointed as Managing Director of the
Company for a period of three years from 23 April 2022 to 22 April 2025 (both |
days inclusive), not liable to retire by rotation, duly approved by the Members through
Postal Ballot on 18 July 2022.
• Ms. Jana Chatra (DIN 07149281) was appointed as an Additional and Independent
Director of the Company for a term of 5 (five) consecutive years from 09 November 2022 to
08 November 2027 (both days inclusive), not liable to retire by rotation. Her appointment
as a Director and an Independent Director for a term of 5 (five) consecutive years from 09
November 2022 to 08 November 2027 (both days inclusive) was approved by the Members
through postal Ballot on 31 January 2023.
• Subsequent to the financial year under review, Mr. Sunil Shah Singh (DIN
00233918) was re-appointed as an Independent Director of the Company for a second term of
3 (three) consecutive years from 11 May 2023 to 10 May 2026 (both days inclusive) which
was approved by the Members through Postal Ballot on 05 May 2023.
• Mr. Santi Jongkongka (DIN 08441312), retires by rotation at the ensuing AGM and,
being eligible, offers himself for re-appointment.
Cessation
During the financial year under review, Ms. Ramola Mahajani (DIN 00613428) ceased to be
a Director of the Company with effect from 23 December 2022 upon completion of her second
term as an Independent Director.
The Board placed on record its deep appreciation of the valuable services rendered and
notable contributions made by Ms. Ramola Mahajani during her tenure as Director of the
Company. The disclosures made in this regard are available at
https://www.itdcem.co.in/about-us/board-of-directors-and-committees-of-directors/
c) Declarations by Independent Directors
The Company has received the necessary declarations from each Independent Director of
the Company under Section 149(7) of the Act and Regulation 25 (8) of the Listing
Regulations confirming that he/she meets with the criteria of independence as laid down in
Section 149(6) of the Act as well as Regulation 16(1) (b) of the Listing Regulations.
There has been no change in the circumstances affecting their status as independent
directors of the Company.
d) Pecuniary Relationship of Non-Executive Directors
During the financial year under review, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company , other than being in receipt
of sitting fees, commission and reimbursement of expenses incurred by them for the purpose
of attending meetings of the Board/Committees of Board of the Company.
e) Performance Evaluation
Pursuant to the provisions of Section 134 (3)(p), Section 149 (8) and Schedule IV of
the Act and applicable Listing Regulations, annual evaluation of performance of the Board,
the individual Directors as well as Committees of the Board had been carried out. The
performance of the individual Members of the Board was evaluated by the Board after
seeking inputs from all the Directors on the basis of criteria such as the Board
composition and structure, effectiveness of Board processes, information and functioning,
etc. The performance of the Committees was evaluated by the Board, based on the inputs
from the Committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
At a separate Meeting of Independent Directors held on
08 February 2023, performance of Non-Independent Directors, the Board as a whole and
the Chairman of the Company were evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors based on meaningful contribution made by each of them while
participating in the Board and Committee meetings, etc.
Based on the meeting of the Independent Directors and the meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees and Individual
Directors was also deliberated upon at the Board Meeting. Performance Evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated. f) Number of Meetings of Board of Directors
Six meetings of the Board of Directors were held during the year under report. For
details pertaining to the composition and number of 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 is 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 Directors |
|
| - Ms. Ramola Mahajani1 |
0.68:1 |
| - Mr. Piyachai Karnasuta |
0.68:1 |
| - Mr. Sunil Shah Singh |
0.68:1 |
| - Mr. Pankaj I. C. Jain |
0.68:1 |
| - Ms. Jana Chatra2 |
-- |
| Executive Directors |
|
| - Mr. Santi Jongkongka |
22.03:1 |
| - Mr. Jayanta Basu |
18.94:1 |
1 Ms. Ramola Mahajani ceased to be a Director of the Company with effect from 23
December 2022 upon completion of her second term as an Independent Director.
2 Ms. Jana Chatra has been appointed as a Non-Executive Independent Director of the
Company with effect from 09 November 2022.
*Non-Executive Directors were also paid sitting fees as per details given in the Report
on Corporate Governance. 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 during the year:
| Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
|
| Ms. Ramola Mahajani1 |
- |
| Mr. Piyachai Karnasuta |
- |
| Mr. Sunil Shah Singh |
- |
| Mr. Pankaj I.C. Jain |
- |
| Ms. Jana Chatra2 |
- |
| Mr. Santi Jongkongka, |
10% |
| Executive Vice Chairman |
|
| Mr. Jayanta Basu, |
10% |
| Managing Director |
|
| Mr. Prasad Patwardhan, |
8% |
| Chief Financial Officer |
|
| Mr. Rahul Neogi, Company Secretary |
6% |
1. Ms. Ramola Mahajani ceased to be a Director of the Company with effect from 23
December 2022 upon completion of her second term as an Independent Director.
2. Ms. Jana Chatra has been appointed as a Non-Executive Independent Director of the
Company with effect from 09 November 2022.
(c) The percentage increase in the median remuneration of employees in the year: 17%
(d) The number of permanent employees on the rolls of the Company : 2398 (As on 31 March
2023) (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 |
15% |
10% |
Nil |
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, confirm that:
• in the preparation of the annual accounts for the year ended 31 March 2023, the
applicable accounting standards have been followed and there have been no material
departures;
• 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 that year;
• the 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;
• the Directors have prepared the annual accounts on a going concern basis;
• the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
• the Directors 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
As required under Section 177(8) of the Act, the details pertaining to the composition,
terms of reference and number of meetings 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 Whistle-Blower Policy. This Policy has
adequate safeguards against victimisation of the Whistle-Blower and ensures protection of
the Whistle-Blower's identity. The Audit Committee oversees the functioning of this
Policy. Whistle-Blower is 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 amongst Senior Management Team
members as stipulated in the said Policy. This Policy is available on the website of the
Company at
https://www.itdcem.co.in/wp-content/uploads/2016/06/FINAL-Whistle_Blower_Policy.pdf
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 policies and procedures, which ensure that robust internal financial
controls exist in relation to operations, financial reporting and compliance for orderly
and efficient conduct of its business, including adherence to Company's Policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information. In addition, the Company strives to remain vigilant on the evolving
cyber security threat to the Company's IT Systems. Further, Internal Auditor monitors and
evaluates the ef_cacy and adequacy of the internal control system in the Company , its
compliance with its operating systems, accounting procedures and policies at all
locations. Periodical reports on the controls in place and suggested corrective action,
wherever required, are also presented to the Audit Committee.
During the financial year under report, the internal controls were tested and found
effective, as a part of the Management's control testing initiative. Accordingly, the
Board, with the concurrence of the Audit Committee and the Auditors, is of the opinion
that the Company's Internal Financial Controls were adequate and operating effectively for
the financial year ended 31 March 2023.
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 disclosed in the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
None of the transactions entered into with related parties during the financial year
2022-23 fall under the purview of Section 188(1) of the Act and Rules framed thereunder.
All contracts or arrangements entered into with related parties during the year, were at
arm's length basis and in the ordinary course of the Company's business, and with prior
approval of the Audit Committee/Board, as applicable.
In terms of Section 134(3) and (4) read with Section 188(2) of the Act, no material
contract or arrangement with any related party was entered into by your Company 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) of the Listing Regulations are given in the Financial Statements.
A Policy, governing the related party transactions, which is in line with the
requirements of the Act and the Listing Regulations, and duly approved by the Board of the
Company, has been adopted and the same has been uploaded on the Company's website at
https://www.itdcem.co.in/wp-content/ uploads/2016/06/RPT-Policy-15.09.2020.pdf
RISK MANAGEMENT
The Board of Directors of the Company has constituted Risk Management Committee (RMC)
to implement and monitor the risk management plan for the Company. The details pertaining
to composition, terms of reference and the number of meetings held for the RMC are
included in the Report on Corporate Governance, which forms part of this Report.
The Company has a well-documented and robust risk management framework in place. Under
this framework, risks are identified across all business processes of the Company on a
continuous basis. These risks are further broken down into various sub-categories of risks
and monitored by respective divisional/functional heads.
The Company has adopted a risk management policy and has in place a mechanism to inform
the Audit/Board Members about risk assessment and minimisation procedures and its
periodical review. The Committee undertakes periodical review of the said Policy to make
it more effective and relevant to the growing business needs of the Company and also to
ensure that appropriate processes and systems are in place to evaluate risks associated
with the business of the Company. 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 a CSR Committee in place comprising Mr. Piyachai Karnasuta,
Mr. Sunil Shah Singh, Mr. Santi Jongkongka and Mr. Jayanta Basu as members of the
Committee as at 31 March 2023. Mr. Piyachai Karnasuta is the Chairman of this Committee.
The Company has framed and adopted the CSR Policy and the same has been uploaded on the
Company's website at https:// www.itdcem.co.in/wp-content/uploads/2016/06/CSR_Policy_
Final.pdf Your Company strives to adopt a balanced approach to overall community
development through CSR activities that would benefit the marginalised sections of society
and bring about a positive impact in their lives, including those in and around the areas
where it operates touching upon various aspects of society such as education, health,
disaster management, environment and empowerment of economically weaker sections of the
society.
Based on average net profit earned by the Company in the three immediately preceding
financial years as computed in accordance with the CSR Rules, the Company has spent an
amount of Rs 80.62 Lakhs on CSR activities for the financial year ended 31 March 2023.
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 provided in
Annexure 4 and form part of this Report.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND THEIR ATTRIBUTES
In accordance with the provisions of Section 178(3) of the Act and Regulation 19 read
with Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration
Committee (NRC) is responsible for determining qualification, positive attributes and
independence of a Director and recommend to the Board, a Policy relating to the
remuneration of the Directors, Key Managerial Personnel and other employees. The details
pertaining to the composition, terms of reference and number of the meetings held for the
NRC are included in the Report on Corporate Governance, which 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 at https://www.itdcem.co.in/wp-content/
uploads/2016/06/revised-Nomination-Remuneration-Policy-Final-11022022.pdf and relevant
extracts of the said Policy covering, inter alia, directors' appointments are given in
Annexure 5 and form part of this Report.
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 6. In accordance with the
provisions of Section 136 of the Act, the Annual Report and Accounts are being mailed 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.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, Annual Return of the Company is uploaded on the website of
the Company and can be accessed at https://www.itdcem.
co.in/investors/financial/annual-returns/
DEPOSITS
The Company has not accepted any deposit from the public falling 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 7 to this
Report.
CORPORATE GOVERNANCE
Pursuant to Listing Regulation, 2015, the Report on Corporate Governance alongwith a
certificate of compliance from the Auditors is attached hereto and marked as Annexure 8 to
this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As required under Regulation 34(2)(f) of the Listing Regulations, the Business
Responsibility and Sustainability Report, describing the initiatives taken by the Company
from an environmental, social and governance perspective in the specified format, 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 financial 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.
DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
During the financial 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 thereunder.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
REPORTING OF FRAUD BY AUDITORS
During the financial year under review, the Statutory Auditors of the Company have not
reported any instances of fraud committed against the Company under the second proviso of
Section 143(12) of the Act.
SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financial
year under review.
APPLICATION/PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE
There was no application(s) made or any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (the Code) during the financial year
under review.
ONE TIME SETTLEMENT WITH BANKS/ FINANCIAL INSTITUTIONS AND VALUATION THEREOF
None during the year.
ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018
The Company has an established Integrated Management System comprising Quality
Management System (QMS) conforming to ISO 9001:2015, Environmental Management System (EMS)
conforming to ISO 14001:2015 and Occupational Health and Safety Management System
conforming to ISO 45001:2018 at all offices, project sites and depots. During the
financial year, the Company's Management System has been audited and compliance to the
requirements of the International Standards has been confirmed by TUV-Nord.
The Company is amongst the few construction companies which have established an
Integrated Management System (IMS). The system is effectively implemented and maintained
to ensure customer satisfaction, continual improvement and compliance to the applicable
legal and other non-regulatory requirements as per the Standards.
OUTLOOK
ITD Cementation India Limited has seen a remarkable year of delivering growth with
excellence and has reported a strong financial and operational performance for the fiscal
year 2022-23. During the year under review, the Company recorded the highest ever
consolidated revenue of Rs 5,091 crore, which is a growth of 34% y-o-y thereby indicating
growth in the Company's operations. The Company also reported record Profit After Tax of
Rs 125 crore, a growth of 80% y-o-y showcasing better execution capabilities and
improvement in profitability ratios with higher Net profit margin, improved Return on
Equity and Earning Per share for the shareholders. Your Company's balance sheet reflects a
strong financial position and is conservatively financed with a Net Debt to Equity Ratio
of 0.22x, thereby indicating the Company's ability to meet its financial obligations and
invest in the upcoming opportunities in the sector.
The Company recorded the largest ever order inflow of approximately Rs 8,000 crore with
order book of Rs 20,044 crore as on 31 March 2023, which is a testimony of the Company's
capabilities, quality and commitment to nation building and contribution to the economic
growth of the country. The Company is now gearing up for international expansion, building
capabilities while leveraging its Parent Company's expertise to expand its footprint
overseas. The Government enhanced push towards infrastructure development, as reflected in
the Union Budget 2023-24, will enable the Company to participate in the upcoming
opportunities in the sector. The Company will continue to focus on efficient capital
allocation, quality of order book, diversified clientele, geographies, investment in
talent pool, advanced technologies and unlock efficiencies to deliver robust performance
and generate long-term business value. The Company's expertise and experience in executing
projects with excellence have helped the Company earn a reputation as one of the preferred
contractors in the infrastructure sector.
PARENT COMPANY
Italian-Thai Development Public Company Limited (ITD), founded in 1958, is a leading
civil engineering & infrastructure construction and development company in Thailand.
With a well-diversified presence across the construction space that includes MRT,
airports, buildings, hydro-electric dams, power plants, tunnels, pipelines, jetties,
deep-sea ports & marine works, highways, expressways & bridges, industrial works,
mining and telecommunications, ITD is listed in Nikkei Asia 300; 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 63 years
and has since then expanded its operations across several other countries in South and
South East Asia.
ITD won 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 largest and most challenging civil engineering project
ever attempted in Thailand - the Khao Laem Dam.
The Royal Seal of The Garuda was awarded to ITD by His Majesty the King on 23 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 was the eleventh busiest airport
in Asia for the year 2018.
ITD has an experienced in-house training division responsible for maintaining the high
level of construction skills and safety - a prime company objective.
In 2022, ITD posted revenues of around 67 Billion Thai Baht (about Rs 1,660,000 Lakhs).
DEPOSITORY SYSTEM
The shares of the Company are mandatorily traded in electronic form. The Company has
entered into Agreements with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
FINANCIAL YEAR
The financial year of the Company is 01 April to 31 March.
INDUSTRIAL RELATIONS
Relations with staff and labour remained peaceful and cordial 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 also thank all the employees of the Company for their hard work,
dedication and valuable contribution and the shareholders, customers, government,
regulatory authorities and bankers for their continued support which resulted in the
Company achieving consistent growth over the years.
| For and on behalf of the Board |
| Piyachai Karnasuta |
| Chairman |
| (DIN: 07247974) |
| 25 May 2023 |
|