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