The Directors present herewith their Report and Statement of Accounts
for the year ended 31st December, 2012.
(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
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
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
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-
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,
- Piling, Civil and Temporary Construction facility works for GIR
Project at Dahej, Gujarat.
- Construction of North Cargo Berth II at VOC Port, Tuticorin, Tamil
- 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
- 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
- Design and Construction of Container Terminal at South Port, Mundra,
- Construction of Integrated Cargo Terminal facility at Jaigad,
- Construction of Cargo Berth No.9 for Tuticorin Port , Tamil Nadu.
- Construction of Impounded Wet Basin at Mazagaon Dock, Mumbai,
- Construction of Diaphragm Wall and Anchor Slab with special f ll at
- 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 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.
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
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.
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).
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.
Mr. Premchai Karnasuta and Mr. Pathai Chakornbundit retire by rotation
and, being eligible, of er themselves for re- appointment.
The retiring Auditors, Walker, Chandiok & Co., Chartered Accountants,
Mumbai, of er themselves for re-appointment.
Relations with staf and labour remained peaceful and cordial during the
year under review.
The Directors thank ITD for the continued support extended by it and
the guidance provided to your Company.
The Directors thank all employees for their contribution and the
shareholders, customers and bankers for their continued support.
For and on behalf of the Board
February 28, 2013 Chairman