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Cemindia Projects Limited AGM Information 2021

Aug 28, 2021

61981_rns_2021-08-28_24dd9dbf-4a87-407f-b742-41f25fa69b8f.pdf

AGM Information

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Dept. of Corporate Services Corporate National Stock Exchange ofindia
Relationship, Limited,
BSE Limited, Listing Department,
Phiroze Jeejeebhoy Towers, Dalal Street, Exchange Plaza, C-I, Block 'G'
400
Mumbai
001
Bandra-Kurla
Complex,
Bandra (East), Mumbai 400 051
Date Our Reference No. Our
Contact
Direct Line
28th August, 2021 SEC/08/2021 RAHULNEOGI 91 2267680814

Dear Sirs,

Sub: Notice of the 43'" Annual General Meeting of the Company and tbe Annual Report under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

Scrip Code: 509496 (BSE) and ITDCEM (NSE)

Pursuant to Regulation 34 of Listing Regulations, please find attached herewith the Annual Report of the Company for the financial year 2020-21 alongwith the Notice ofthe 4304 Annual General Meeting of the Company to be held on Wednesday, 220 • September, 2021 at 3.00 p.m. (1ST) through Video Conference f Other Audio Visual Means which are being sent through electronic mode to the shareholders ofthe Company.

The said Notice of 43'· Annual General Meeting of the Company and Annual Report 2020-21 are available on our Company's website www.itdcem.co.in

This is for your information and records.

Thanking you,

Yours faithfully,

For ementation India Limited

. , (RAHUL NE GI)

COMPANY SECRETARY Enclosed: As above

lTD CEMENTATION INDIA LIMITED

Registered & Corporate Office: National Plastic Building. A- Subhash Road, Paranjape BScheme, Vile Parle (East), Mumbai - 400 057. Tel.: 91-22-66931600 Fax: 91-22-66931628 www.ildcem.co.in Corporate Identity Number: L61000MH1978PLC020435

ITD CEMENTATION INDIA LIMITED

CIN: L61000MH1978PLC020435

Registered Office: National Plastic Building, A – Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai 400 057, Maharashtra, India Phone No: 022-66931600; Fax No.022-66931628 Email: [email protected], Website: www.itdcem.co.in

NOTICE

NOTICE is hereby given that the FORTY THIRD ANNUAL GENERAL MEETING (AGM) of the Members of ITD CEMENTATION INDIA LIMITED ("the Company") will be held on Wednesday, September 22, 2021 at 3:00 p.m.(IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility to transact the following business. The venue of the Meeting shall be deemed to be the Registered Office of the Company at National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai -400057.

Ordinary Business:

    1. To receive, consider and adopt:
  • a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; and
  • b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Report of the Auditors thereon.
    1. To declare a dividend of 0.12/- per equity share of 1/- each ( 12%) for the financial year ended March 31, 2021.
    1. To appoint a Director in place of Mr. Santi Jongkongka (DIN 08441312), who retires by rotation at this Annual General Meeting and, being eligible, offers himself for reappointment.

Special Business:

  1. To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provision of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the payment by the Company of remuneration of ` 500,000/- (Rupees Five Lakh Only) plus applicable taxes and out of pocket expenses, if any, actually incurred during the course of audit, to Mr. Suresh Damodar Shenoy, Cost Accountant (Membership Number 8318) appointed by the Board of Directors of the Company as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2022, be and is hereby confirmed, approved and ratified.

RESOLVED FURTHER THAT any Director of the Company or the Company Secretary be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board

Rahul Neogi Company Secretary Membership No.A-10653

Registered Office:

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East) Mumbai 400 057. Dated: May 28, 2021

NOTES:

    1. In view of the outbreak and continuance of Covid-19 pandemic and the need to maintain social distancing norms as per the directives of the Ministry of Home Affairs, the Ministry of Corporate Affairs, vide its General Circular dated May 5, 2020 read with General Circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 (collectively referred to as 'MCA Circulars') has permitted the holding of the Annual General Meeting ('AGM') through Video Conferencing ('VC')/other audio visual means ('OAVM'), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India ('SEBI') vide its Circulars dated May 12, 2020 and January 15, 2021 ('SEBI Circulars') has also granted certain relaxations. Accordingly, in compliance with the provisions of the Companies Act, 2013 ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), SEBI Circulars and MCA Circulars, the AGM of the Company is being held through VC / OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only.
    1. In terms of clause 3(A) (II) of General Circular No. 20/2020 dated May 5, 2020, issued by the MCA, the Special Business appearing at Item No. 4 of the accompanying Notice is considered to be unavoidable by the Board and therefore forms part of the Notice.
    1. Pursuant to the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation

44 of SEBI Listing Regulations and the Circulars issued by the Ministry of Corporate Affairs dated April 8, 2020, April 13, 2020 and May 5, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a member using remote e-Voting system as well as remote e-voting at the AGM will be provided by NSDL.

    1. In line with the MCA Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.itdcem.co.in . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
    1. As the AGM is being held pursuant to the MCA Circulars through VC / OAVM and the requirement of physical attendance of Members has been dispensed with in terms of the MCA Circulars and SEBI Circulars , the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Further, since the AGM will be held through VC/OAVM, the route map of the venue of the meeting is not annexed.
    1. Institutional / Corporate Members/ Societies intending to appoint their authorised representative to attend the meeting through VC/ OAVM are required to send a scanned copy (PDF/JPEG Format) of its Board or governing body Resolution/Authorisation etc., authorising its representative to attend the AGM on its behalf and to vote either through remote e-voting or during the AGM. The said Resolution/ Authorisation should be sent electronically through their registered email addresses to the Scrutinizer at [email protected] with a copy marked to the Company at investors.relation@itdcem. co.in.
    1. The Members can join the AGM through VC/ OAVM mode 15 minutes before the scheduled time of the commencement of the AGM. by following the procedure mentioned in the Notice and the facility shall not be closed till the expiry of 15 Minutes after such scheduled time.
    1. As per the MCA Circular, the facility of VC/OAVM will be made available to at least 1000 members on a first-comefirst served basis. However, this restriction shall not apply to large Shareholders holding 2% or more shareholding, Promoters, Institutional Investors, Directors, Key Managerial Personnel, Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.
    1. Members attending the AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
    1. In terms of Secretarial Standard-2 (SS-2) relating to General Meetings issued by the Institute of Company Secretaries of India ("ICSI") read with clarifications issued by the ICSI on applicability of Secretarial Standards 1 and 2 dated April 15, 2020, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which is the deemed venue of the AGM.
    1. The relative Statement of material facts pursuant to Section 102 (1) of the Act, in respect of the business at Item No. 4 of the Notice, is annexed hereto. The relevant details of the Director seeking re-appointment under Item No. 3 of the Notice, as required by Regulation 36(3) of SEBI Listing Regulations and SS-2 on General Meetings issued by the ICSI, are also annexed.
    1. (a) The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, September 16, 2021, to Wednesday, September 22, 2021 (both days inclusive) for the purpose of AGM and for determining the names of members eligible for dividend on equity shares, if declared at the AGM.
  • (b) The dividend, if any, that may be declared at the meeting will be paid on October 5, 2021, to:
    • i) the members, in respect of shares held in physical form, whose names appear as Members in the Register of Members as at the end of business hours on September 15, 2021, after giving effect to valid transmission and transposition of shares in respect of valid requests lodged with the Company, and
    • ii) the members, in respect of shares held in demat form, whose names appear as Beneficial Owners in the Register and Index of Beneficial Owners as at the end of business hours on September 15, 2021, as per details to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form.
    1. In terms of the provisions of the Income-tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, dividend paid or distributed by a Company on or after April 1, 2020 shall be taxable in the hands of the shareholders. The Company shall therefore be required to deduct tax at source at the time of payment of dividend as follows:

For resident shareholders: Tax will be deducted at source ("TDS") under Section 194 of the IT Act @ 10 % on the amount of dividend payable unless exempt under any of the provisions of the IT Act. However, in case of individuals, TDS would not apply if the aggregate of total dividend distributed to them by the Company during FY 2021-22 do not exceed ` 5,000.

Tax at source will also not be deducted in cases where a shareholder provides Form 15G (applicable to any person other than a Company or a Firm) / Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are being met. Blank Form 15G and 15H can be downloaded from the link given at the end of this communication or from the website of the Company viz. www.itdcem.co.in.

However, the Permanent Account Number ("PAN") will be mandatorily required.

Further, as per newly inserted section 206AB, Tax will be deducted @ 20% in case of "Specified Persons" as per database available on income tax website. A "Specified Person" is a person who has not filed his income tax return for preceding two financials years and aggregate TDS and TCS in his case is more than ` 50,000/- in these two preceding years in his case.

In order to provide exemption from withholding of tax, the following organisations must provide a self-declaration as listed below:

  • i. Insurance companies: A declaration that they are beneficial owners of shares held;
  • ii. Mutual Funds: A declaration that they are governed by the provisions of section 10(23D) of the IT Act along with copy of registration documents (self-attested);
  • iii. Alternative Investment Fund (AIF) established in India: A declaration that its income is exempt under section 10(23FBA) of the IT Act and they are established as Category I or Category II AIF under the SEBI regulations. Copy of registration documents (self-attested) should be provided.
  • iv. Corporation established by or under a Central Act which is, under any law for the time being in force, exempt from income- tax on its income - Documentary evidence that the person is covered under section 196 of the IT Act.

For non-resident shareholders: Tax is required to be withheld in accordance with the provisions of Section 195 of the IT Act at applicable rates in force. As per the relevant provisions of the IT Act, the tax shall be withheld @ 20% (plus applicable surcharge and cess) on the amount of dividend payable. However, as per Section 90 of the IT Act, a non-resident shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement ("DTAA") between India and the country of tax residence of the shareholder, if they are more beneficial to the shareholder. For this purpose, i.e. to avail the tax treaty benefits, the non-resident shareholder will have to provide the following:

  • i. Self-attested copy of PAN card, if any, allotted by the Indian income tax authorities;
  • ii. Self-attested copy of Tax Residency Certificate ("TRC") for fiscal 2021 obtained from the tax authorities of the country of which the shareholder is resident;

  • iii. Self-declaration in Form 10F

  • iv. Self-declaration by the non-resident shareholder of having no permanent establishment in India in accordance with the applicable Tax Treaty;
  • v. Self-declaration of beneficial ownership by the nonresident shareholder.

The documents referred to in point nos. (iii) to (v) can be downloaded from the link given at the end of this communication or from the Company's website viz. www.itdcem.co.in. The Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction / withholding on dividend amounts. Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by non- resident shareholders.

To enable the Company to determine the appropriate TDS/withholding tax rate applicable, you are requested to provide the above details and documents not later than September 10, 2021.

To summarise, dividend will be paid after deducting the tax at source as under:

  • i. NIL for resident shareholders receiving dividend upto ` 5,000/- or in case Form 15G / Form 15H (as applicable) along with self-attested copy of the PAN card is submitted
  • ii. 10% for resident shareholders in case copy of PAN card is provided/available
  • iii. 20% for resident shareholders if copy of PAN card is not provided / not available
  • iv. 20% for resident shareholders who is a specified person u/s 206AB of the IT Act.
  • v. Tax will be assessed on the basis of documents submitted by the non-resident shareholders
  • vi. 20% plus applicable surcharge and cess for nonresident shareholders in case the aforementioned documents are not submitted
  • vii. Lower/ NIL TDS on submission of self-attested copy of the certificate issued under section 197 of the IT Act.

Kindly note that the aforementioned documents should be uploaded with KFin Technologies Private Limited, the Registrar and Transfer Agent ("KFin") at https://ris.kfintech.com/form15 or emailed to [email protected]. You can also email the same at [email protected]. No communication on the tax determination / deduction shall be entertained after September 10, 2021.

In case tax on dividend is deducted at a higher rate in the absence of receipt of the aforementioned details / documents, you would still have the option of claiming refund of the excess tax paid at the time of filing your income tax return. No claim shall lie against the Company for such taxes deducted

In case your shareholding is in demat form, you will have to submit / update your bank account details with your Depository Participant, In case your shareholding is in the physical form, you will have to submit a scanned copy of a covering letter, duly signed by the first shareholder, along with a cancelled cheque leaf with your name and bank account details and a copy of your PAN card, duly self-attested, with KFin. This will facilitate receipt of dividend directly into your bank account. In case the cancelled cheque leaf does not bear your name, please attach a copy of the bank pass-book statement, duly self-attested. We also request you to register your email IDs and mobile numbers with the Company or the KFin at the abovementioned emails.

    1. In cases where the Members are unable to receive the dividend directly in their bank accounts through National Electronic Clearing Service (NECS) or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall despatch the dividend warrant/ bankers' cheque/demand draft to such Members, upon normalisation of postal services and other activities.
    1. In order to eliminate the risk associated with fraudulent encashment of warrants and to ensure proper receipt of dividend, Members are advised to avail of the facility for receipt of dividend through ECS/NECS. Members holding shares in physical form are requested to send an email in this regard along with details such as registered number, attaching photocopy of the cheque leaf of the active bank account along with a self-attested copy of the PAN card at [email protected] and investors.relation@ itdcem.co.in.
    1. Pursuant to the provisions of Section 124 (5) of the Act, the dividend(s) remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company is/are required to be transferred to the Investor Education and Protection Fund (IEPF), administered by the Central Government. During the year, the dividend declared by the Company for the financial year ended December 31, 2013, which was unpaid or unclaimed, has been transferred to IEPF. The Company has uploaded the details of the unpaid or unclaimed dividend(s) of the Members on the website of the Company (www.itdcem.co.in) as per the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), and the same can be accessed by clicking the link https://www.itdcem.co.in/investors/iepf/

Members, who have not yet encashed their dividend(s) pertaining to the financial year ended December 31, 2016 and onwards, are advised to write to the Company immediately, claiming dividend(s) declared by the Company.

    1. Pursuant to the provisions of Section 124 (6) of the Act and the IEPF Rules and amendments thereto, the Company has transferred the shares in respect of Members who have not claimed/encashed dividend for the last seven consecutive years, to the Demat Account of the IEPF Authority. Details of the Members whose shares have been transferred to the Demat account of the IEPF Authority are available at the Company's website at www.itdcem.co.in and can be accessed by clicking the link https://www.itdcem.co.in/investors/iepf/. In the event Members do not claim dividend(s) the shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the demat account of the IEPF Authority except for shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority restraining any transfer of the shares.
    1. The Members/claimants whose shares as well as unpaid/ unclaimed dividend have been transferred to the IEPF Authority, may claim the shares or apply for refund of dividend by making an application in Form IEPF-5 web (available on www.iepf.gov.in ) along with requisite fee as may be decided by the IEPF Authority from time to time to the IEPF authority.
    1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested and maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without payment of any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. September 22, 2021. Members seeking to inspect such documents can send an email to [email protected].
    1. In case of joint holders attending the AGM through video conferencing, only such joint holder who is higher in the order of names will be entitled to exercise the e-Voting.
    1. Members who have cast their votes on the resolutions by remote e-voting prior to the AGM can participate in the AGM through VC / OAVM, but shall not be entitled to cast their vote through e-voting on such resolutions again.
    1. Members holding shares in physical form are requested to send intimation pertaining to their bank account details, mandates, nominations, address, e-mail address etc. and changes thereat, if any, immediately to the Company's Registrar and Transfer Agents, KFin Technologies Private Limited at Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, Toll Free no. 1800-309-4001, Fax : +91 40

23420814, email ID : [email protected] and / or its Branch Office at 24-B, Raja Bahadur Mansion, Ambalal Doshi Marg, Behind BSE, Fort, Mumbai - 400023, Tel: +91 22 66235454 email ID : [email protected] (hereinafter referred to as RTA). Members holding shares in electronic form must intimate the changes, if any, to their respective Depository Participants only and Member holding shares in physical form must intimate the changes, if any, to the RTA.

    1. As per amended Regulation 40 of SEBI Listing Regulations securities of listed companies can be transferred only in dematerialised form with effect from, April 1, 2019, except in case of request received for transmission or transposition of physical shares before and re-lodgment for transfers of securities. Further, SEBI vide its circular dated September 7, 2020 and December 2, 2020 fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialised form.
    1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 3 days prior to the date of the meeting mentioning their names, demat account number/ folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to the date of the meeting mentioning their names, demat account number/folio number, email id, mobile number at [email protected]. These queries will be suitably replied to by the Company.
    1. Due to the continuance of COVID-19 pandemic and difficulties involved in dispatching of physical copies of the Annual Report, MCA, vide its Circular dated May 5, 2020, as amended and SEBI vide its Circular dated May 12, 2020, as amended, have dispensed with the requirement of printing and despatch of physical copies of the Annual Report. Accordingly, the Notice of the AGM along with the Annual Report FY 2020-21 and instructions for e-voting are being sent only by electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report FY 2020-21 will also be available on the Company's website www.itdcem.co.in and on the website of NSDL at https://www.evoting.nsdl. com. For any communication, the shareholders may send requests to the Company's email-id: investors.relation@ itdcem.co.in.

Members holding shares in physical mode are requested to register their email ID with the RTA at https://ris. kfintech.com/clientservices/mobilereg/mobileemailreg. aspx for receiving notice and Annual Report by email.

    1. Securities and Exchange Board of India has mandated the submission of PAN by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company's RTA.
    1. Voting through electronic means
  • a. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations, and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a member using remote e-Voting system as well as voting at the AGM will be provided by NSDL.
  • b. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with various MCA Circulars.

INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND ATTENDING THE AGM ARE AS UNDER:-

The remote e-voting period begins on Sunday, September 19, 2021(9.00 a.m. IST) and ends on Tuesday, September 21, 2021(5.00 p.m. IST), The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 15, 2021, may cast their vote electronically.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders holding
securities in demat mode with NSDL.
1.
If you are already registered for NSDL IDeAS facility, please visit the e-Services
website of NSDL. Open web browser by typing the following URL: https://
eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Services is launched, click on the "Beneficial Owner" icon under
"Login" which is available under "IDeAS" section. A new screen will open. You
will have to enter your User ID and Password. After successful authentication,
you will be able to see e-Voting services. Click on "Access to e-Voting" under
e-Voting services and you will be able to see e-Voting page. Click on options
available against company name or e-Voting service provider - NSDL and you
will be re-directed to NSDL e-Voting website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
2.
If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or
click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3.
Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
"Login" which is available under 'Shareholder/Member' section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number held with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click on options
available against company name or e-Voting service provider - NSDL and you
will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding
securities in demat mode with CDSL
1.
Existing users who have opted for Easi / Easiest, they can login through their
user id and password. Option will be made available to reach e-Voting page
without any further authentication. The URL for users to login to Easi / Easiest
are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and
click on New System Myeasi.
2.
After successful login of Easi/Easiest the user will be also able to see the E
Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL.
Click on NSDL to cast your vote.
3.
If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4.
Alternatively, the user can directly access e-Voting page by providing demat
Account Number and PAN No. from a link in www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the demat Account. After successful authentication, user
will be provided links for the respective ESP i.e. NSDL where the e-Voting is in
progress.
Individual Shareholders (holding
securities in demat mode) login
through their depository participants
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login,
you will be able to see e-Voting option. Once you click on e-Voting option, you will be
redirected to NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on options available against company name
or e-Voting service provider-NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a
request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending
a request at [email protected] or contact at 022- 23058738 or 022-
23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

    1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
  • A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a)
For Members who hold shares in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID
is 12
then your user ID is IN30012**.
b)
For Members who hold shares in demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12**
then your user ID is 12**
c)
For Members holding shares in Physical Form.
EVEN Number followed by Folio Number registered
with the Company
For example if folio number is 001 and EVEN is
101456 then user ID is 101456001
    1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on

your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
    1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.

  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.
    1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
    1. Now you are ready for e-Voting as the Voting page opens.

registration of e mail ids for e-voting for the resolutions set out in this notice:

    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

    1. Institutional / Corporate Members/ Societies intending to appoint their authorised representative to attend the meeting through VC/ OVAM are required to send a scanned copy (PDF/JPEG Format) of its Board or governing body Resolution/Authorisation etc., authorizing its representative to attend the AGM on its behalf and to vote either through remote e-voting or during the AGM. The said Resolution/ Authorisation should be sent electronically through their registered email addresses to the Scrutinizer at [email protected] with a copy marked to the Company at [email protected].
    1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting. nsdl.com to reset the password.
    1. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal, Asst. Vice President or Mr. Sagar Ghosalkar, Asst. Manager, NSDL at designated email ID: evoting@ nsdl.co.in to get your grievances on e-voting addressed.

In case shares are held in physical mode by email to [email protected] In case shares are held in demat mode please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card)

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and

Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

    1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
    1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
    1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
    1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:

    1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
    1. Members are encouraged to join the Meeting through Laptops for better experience.
    1. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
    1. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
  • Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 3 days prior to the date of the meeting mentioning their names, demat account number/ folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to the date of the meeting mentioning their names, demat account number/folio number, email id, mobile number at [email protected]. These queries will be suitably replied to by the Company.

General instructions

    1. The voting rights of the Members shall be in proportion to the paid-up value of their shares in the equity share capital of the Company as on the cut-off date, being September 15, 2021. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut – off date only shall be entitled to avail the facility of e-voting as well as voting at the meeting.
    1. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.
    1. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or voting during the AGM through electronic means.
    1. Mr. P. N. Parikh (Membership No. FCS 327) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8831) or failing him Ms. Sarvari Shah (Membership No. FCS 9697) of M/s Parikh & Associates, Practicing Company Secretaries has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
    1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting prior to the AGM and e-voting during the AGM and make not later than 48 hours of conclusion of the meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
    1. The Results declared alongwith the Scrutinizer's Report(s) will be available on the website of the Company (www.itdcem.co.in) and on NSDL website (https://www. evoting.nsdl.com/) and communication of the same will be made to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed. The results shall also be placed on the Notice Board at the Registered Office of the Company.

a) In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal, Asst. Vice President or Mr. Sagar Ghosalkar, Asst. Manager, NSDL, at the designated email ID: [email protected] to get your grievances on e-voting addressed.

Statement of material facts annexed to the Notice as required under Section 102 (1) of the Companies Act, 2013 ('the Act')

Item 4

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of Mr. Suresh Damodar Shenoy, Cost Accountant in Practice (Membership No. 8318), as the Cost Auditor for audit of the cost accounting records of the Company for the year ending on March 31, 2022, at a remuneration of ` 500,000/- (Rupees Five Lakh Only) plus applicable taxes and out of pocket expenses, if any, actually incurred during the course of audit. In terms of Section 148(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the payment of the above remuneration to the Cost Auditor needs to be approved and ratified by the Members of the Company.

None of the Directors, Key Managerial Personnel of the Company and their respective relatives are concerned in any manner or interested, financially or otherwise, in the Resolution set out at Item 4 of the Notice.

The Board recommends the Ordinary Resolution as set out at Item 4 of the Notice for approval of the Members of the Company.

By Order of the Board

Rahul Neogi Company Secretary Membership No.A-10653

Registered Office:

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East) Mumbai 400057. Dated: May 28, 2021

The particulars of the Director, who is proposed to be reappointed at this Annual General Meeting, are given below, as required pursuant to Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and also other details as required under the Secretarial Standard on General Meetings issued by the ICSI:

Age 55 years
Qualifications Bachelor of Engineering (Production Engineering), King Mongkut University of
Technology Thonburi, Thailand and also been through the training courses like Director
Accreditation Program (DAP) and Director Certification Program (DCP)
Experience & Justification (including
expertise in specific functional area)/
Brief Resume
Mr. Santi Jongkongka has been appointed as the Director of the Company in May
2019 and is currently the Executive Vice Chairman of the Company. He is a Bachelor of
Engineering (Production Engineering), King Mongkut University of Technology, Thonburi,
Thailand and has also been through the training courses like Director Accreditation
Program (DAP) and Director Certification Program (DCP). He has experience of over
31 years in Civil Engineering and Construction Project Management. He holds a vast
experience of working in India and is well acquainted with Indian culture and ethos. In
fact, he was one of the pioneer members representing Italian-Thai Development Public
Company Limited (ITD) in India for ITD – SDB JV in the year 2001-2003. After a brief
hiatus, he was back in India from the year 2005 to 2012 and was associated with the
Company in various capacities like Coordination & Monitoring Executive assisting to
Managing Director. During his association with the Company, he had monitored and
coordinated execution of work such as Airport Terminal, Tunnel, Port, Barrage, Spillway,
Highway, Mass Transit System, Diaphragm Wall, Box/Pipe Pushing Micro tunnelling,
Bored/Precast Pile and foundation. Mr. Jongkongka was last associated with Bangkok
Steel Wire Company Limited, Thailand holding the position of Managing Director.
Terms and Conditions of Appointment Appointment as a Whole- time Director liable to retire by rotation
Remuneration last drawn (including
sitting fees, if any)
` 180.28 Lakh
Remuneration proposed to be paid Salary, perquisites and Commission (as per terms of appointment)
Date of first appointment on the Board May 2, 2019

Brief resume of Mr. Santi Jongkongka (DIN 08441312) proposed to be re-appointed as Director liable to retire by rotation.

Brief resume of Mr. Santi Jongkongka (DIN 08441312) proposed to be re-appointed as Director liable to retire by rotation.

Shareholding in the Company as on
May 28, 2021
Nil
Relationship with other Director / Key
Managerial Personnel
Not related to any Director / Key Managerial Personnel
Number of meetings of the Board
attended during the year
5 (out of 5 held)
Directorships of other Boards 1
ITD Cementation Projects India Limited
Membership/ Chairmanship of
Committee of other Boards
Nil

By Order of the Board

Rahul Neogi Company Secretary Membership No.A-10653

Registered Office:

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East) Mumbai 400057. Dated: May 28, 2021

NOTES

Diversified Disciplined Determined

ITD Cementation India Limited

Annual Report 2020-21

What's Inside…

Corporate Overview

  • 02 At a Glance
  • 04 Chairman's Message
  • 08 In Conversation with Top Management
  • 12 Board of Directors
  • 14 Management Team
  • 15 Key Performance Indicators
  • 16 Diversified : The Fulcrum of Growth
  • 18 Disciplined : The Fuel for Excellence
  • 20 Determined : To Excel
  • 22 Diversified Presence and Disciplined Performance
  • 24 Determination : Performance Build-up
  • 26 Determined to Deliver : Project Highlights
  • 36 Our Marquee Projects : Contributing to Nation Building
  • 42 Determined to Serve the Community
  • 44 Diverse and Disciplined Human Capital
  • 45 Awards and Recognition

Statutory Reports

46 Board's Report
---- ----------------
  • 68 Management Discussion and Analysis
  • 78 Report on Corporate Governance
  • 92 Business Responsibility Report

Financial Statements

Standalone

  • 101 Independent Auditor's Report
  • 110 Balance Sheet
  • 111 Statement of Profit & Loss
  • 112 Cash Flow Statement
  • 113 Statement of Changes in Equity
  • 115 Accounting Policies & Other Explanatory Information

Consolidated

  • 158 Independent Auditor's Report
  • 166 Balance Sheet
  • 167 Statement of Profit & Loss
  • 169 Cash Flow Statement
  • 171 Statement of Changes in Equity
  • 173 Accounting Policies & Other Explanatory Information

Please find our online version at

https://www.itdcem.co.in/investors/ financial/annual-reports/

Or simply scan to download

Disclaimer: This document contains statements about expected future events and financials of ITD Cementation India Limited (or the Company), which are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the assumptions, predictions and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the Management Discussion and Analysis of this Annual Report.

Diversified Disciplined Determined

What defines us: Our Diversified Product Portfolio What directs us: Our Disciplined Project Execution What drives us: Our Determination to Excel

Our robust execution capabilities, strong prequalification credentials, and the drive to excel enable us to build complex structures that are testaments of pride in nation building.

Our decades of experience and support from our parent, Italian-Thai Development Public Company Limited, has been our strong backbone upholding us to develop reliable credentials as one of the major players in India's infrastructure sector.

We continue to increase our business diversity with a varied range of infrastructure projects, client base, and geographies in our proud roaster. We deliver quality infrastructure and deliver best solutions to create long-term value for our stakeholders.

At a Glance

ITD Cementation India Limited ('ITD Cem' or 'the Company' or 'We') is a well diversified infrastructure Company with rich experience and capability in executing technically complex projects. Our diversified portfolio, robust presence & scalability and streamlined business model have together established us as one of the leading names in the construction of offshore Maritime structures, Mass Rapid Transit Systems including Elevated corridors, Underground metro stations, buildings and Tunnels, Industrial structures including Airport terminal buildings and technological buildings, Hydro electric power plants with Dams, Irrigation projects and Micro Tunneling works within the cities, Foundation and Specialist Engineering with reclamation and ground improvement.

Major EPC Player

in Indian Infrastructure opportunities

Our business strategies are aimed at consistent performance of delivering complex infrastructure projects. We have a reputation of creating high-quality infrastructure assets. We are determined to constantly improve our operational efficiencies, continuously strengthen our balance sheet, unfailingly empower our workforce and dependably create value for our stakeholders.

Vision

Our aim is a satisfied client, a strong and proactive workforce and quality product finished on time maintaining highest safety standard and to budget.

Mission

To make ITD Cementation India Limited, the country's leading construction company in customer choice, quality and safety.

Core Principles

  • Our safety, health and quality standards are second to none.
  • We are Customer's delight.
  • Employees are our most important asset and working conditions and training must enable them to give their best.
  • We strive to ensure timely commencement and completion of projects.
  • Plant and machinery are our wealth. We ensure their proper maintenance to prolong productivity.

  • We prioritise state-of-the art technology and an excellent MIS system.

  • Environmental awareness and care for our surroundings in which we live is a part of our business philosophy.
  • Our competitive edge is maintained through specialist skills and commitment to both training and R&D.

Chairman's Message

We have demonstrated and nurtured our robust execution capabilities over the years. Our proven expertise and time-tested capabilities provide us with significant control over our projects' execution and quality, even in the most challenging situations which drive our performance. Our constant endeavour is to keep on achieving our growth plans to create sustainable long-term value for our stakeholders.

Dear Shareholders,

We are now entering into our 90th year of journey in India. We have been executing complex infrastructure projects of national importance which are contributing in our historic lineage.

FY 2020-21 was a volatile year for everyone. The sudden outbreak of the pandemic and its continuance brought together unexpected disruptions across the globe. In these challenging times, I extend my sympathies to people who have suffered and continue being impacted by the pandemic. I would also like to express my heartfelt gratitude towards the front-line healthcare workers who have selflessly and tirelessly served the people and nation in these trying times.

Industrial Landscape

Even before the pandemic struck at the fag end of the FY 2019-20, the Indian economy was already going through a lean patch. Overall, there was widespread volatility, reflected through a lowering of GDP growth rate, moderating since the beginning of Q4 FY 2018-19. This could be

attributed to lower demand on account of global slowdown, stressed Centre and Statelevel finances, and inflationary pressures, among other reasons. The infrastructure sector was no different. For long, it has been considered the sunshine sector in India and instrumental in propelling the country's overall development. As a result, it continues to receive focussed attention from the Government, thereby ensuring creation of world-class infrastructure in the country.

The sector witnessed a slowdown in Q1 FY 2020-21 due to the widespread effects of the pandemic primarily led by the lockdowns imposed to contain the spread of the deadly virus. The lockdowns further had a cascading effect on the sector due to mass labour migration. Further, the unavailability of raw material, logistics constraints, decline in steel and cement production also affected project executions. However, construction activities started to gain momentum post Q1 FY 2020-21 with gradual easing of lockdown relaxations, availability of raw materials and labour force resuming work. While keeping

the safety of our workers as a top priority, we continue to work as per the directives of Central and State Government.

In order to overcome these challenges, the magnitude and cohesion of policy response by Government was proactive and was backed by pro-growth fiscal measures, monetary stimulus and technological alignments that have actually triggered a reflation like situation in the global economy.

The Indian economy which showed signs of recovery was further impacted by the second wave of the pandemic. However, the second wave had a short term setback and limited disruptions unlike the first wave of the pandemic. This is also supported by improvement in global macroeconomic situation and speeding up of economies.

The Government's fast track initiatives in providing adequate health infrastructure and faster availability of vaccines has already kick started the Indian economy. Also, the recently announced budget placed special emphasis on increased allocation for the sector, ease of doing business,

increase in FDI investments, loans at concessional rates and encouraging more private sector participation which shall provide further impetus to the economy and the sector.

The Government has already announced investment in infrastructure to the tune of over ₹ 111 Lakh Crore from FY 2020-2025. The Union Budget for 2021-22 also propelled the infrastructure sector as the Government expanded the National Infrastructure Pipeline to ~7,400 projects. The Government also announced a long-term investment plan of ₹ 6 Lakh Crore for the ports sector. The metro projects also gained share in the budget with targeted investments worth ₹ 18,998 Crore.

In addition, there was allocation of ₹ 20,000 Crore towards setting up a Development Financial Institution (DFI) that shall act as a provider, enabler and catalyst for infrastructure financing. A lending portfolio worth ₹ 5 Lakh Crore will also be created under the proposed DFI over a threeyear time frame. The Budget did enough to boost the industry's confidence while providing it with enough opportunities to flourish.

Performance in FY 2020-21

At ITD Cementation India Limited, we have demonstrated and nurtured our robust execution capabilities over the years. Our proven expertise and time-tested capabilities provide us with significant control over our projects' execution and quality, even in the most challenging situations which drive our performance. We have invested in modern plants and machinery throughout our journey and have built a large equipment bank, which augments our execution capabilities.

Undoubtedly the H1 FY 2020-21 was significantly impacted on account of COVID-19 which was a test of character and strength for both the industry and our Company. The year indeed testified and showcased that adversity can well be utilised to build strengths and test our innate power and resilience against such challenges. Our Company bouncing back well from the troughs of the first two quarters of FY 2020-21 reflects the same.

Despite looming headwinds of the pandemic and lockdown,

our Company showcased a good performance for FY 2020-21, with a diversified order book of ₹ 11,732 Crore having pan India and international presence, thereby providing strong revenue visibility over next 3 years. The Company has an established presence in Marine Structures, Mass Rapid Transit Systems, Airports, Hydro-Electric Power, Tunnels, Dams & Irrigation, Bridges & Flyovers, Industrial Buildings and Structures and Foundation & Specialist Engineering. With a healthy order book and focus on high margin projects, we continue to evolve as an organisation.

We are currently executing some of the complex projects like construction of Udangudi Supercritical Thermal Power project in Tamil Nadu, Myanmar container terminal in Yangaon, modernisation of Trichy and Pune airports, underground tunnelling and stations for Mumbai, Bengaluru & Kolkata, elevated metro projects for Nagpur, Bengaluru & Kolkata, Inland waterways facilities at Haldia port in West Bengal, etc.

During the year, we have completed tunnelling work for Mumbai underground Metro and Kolkata underground Metro

project which are significant achievements.

The Company has shown strong resilience to the changing industry dynamics supported by renewed reforms & policies and has been on the right track of sustained resurgence for enhancing value for all our stakeholders.

We are confident that we will continue navigating the external challenges from our operating environment through our leadership and the diversified business model. Our constant endeavour is to keep on achieving our growth plans to create sustainable long-term value for our stakeholders.

Standing tall in tough times

Being a socially responsible company, we have always placed the highest priority on the health and well-being of our people, their families, and other stakeholders through awareness sessions, training and communications. With the gradual resumption of our construction sites, we have constantly been adhering to the guidelines issued by various authorities and maintaining appropriate protocols.

We have undertaken various safety measures initiatives which include regular sanitisation, creating infrastructure at project sites, safe distance work practices, health check-ups, provision of shelter, nutritious food and other motivational requirements to suit the need of our employees and workers. We have provided a 'Work from Home' facility to our employees working from their homes while adhering to all the rules and practices.

As part of our management priority and initiative, the Company has organised vaccination camps across various project sites / offices for our employees, workers and their dependants for their safety and well-being.

Vote of Thanks

We believe that the challenging environment has brought out the best in everyone, be it the employees, suppliers, vendors, sub-contractors or the financial institutions with whom we are closely associated.

I want to express my sincere gratitude to all our stakeholders for their trust and support in our journey. I would also like to thank our esteemed Board of Directors for their valuable guidance in

achieving the vision and mission of the organisation. I would also like to appreciate untiring efforts of our dedicated employees for their continued passion in achieving organisation goals even during these tough times.

I would also like to thank our suppliers and vendors for their committed support during these trying times. Lastly, I want to extend my heartfelt thanks to our financial institutions and banks who have extended support and assistance during these challenging period.

We are optimistic that our robust business strategies will help us create value for our stakeholders

Warm Regards, Piyachai Karnasuta Chairman

In Conversation with Top Management

Mr. Santi Jongkongka Executive Vice Chairman

Mr. Jayanta Basu Managing Director

Your diversified order book, disciplined execution of projects and strong margins in H2 FY 2020-21 are much appreciable. In light of the same, can you please take us through this year's order book position and the break-up ?

Owing to the turbulence and challenges that came in FY 2020-21, the performance of the Company in the first half of the fiscal was affected. The second half saw a turnaround performance as the economy started on its pursuit to revival and recovery.

The order book of the Company and operational margins witnessed a significant upturn with improved performances.

With inflow of orders over ₹ 2,800 Crore during FY 2020- 21, the order book stood at an impressive ₹ 11,732 Crore as on March 31, 2021. The order book comprises of Maritime Structures (33.0%), Urban Infra, MRTS and Airports (32.6%), Hydro, Dams, Tunnels & Irrigation (18.5%) and Industrial Structures & Buildings (11.3%).

Our diversified order book and disciplined execution of projects backed by our experience and expertise give us the confidence to achieve our goals and at the same time to maintain our position as one of the major players in the Heavy Civil, Infrastructure and EPC business.

Which are the major ongoing projects that the Company is executing?

We are currently executing some complex marquee projects such as the construction of Marine facilities for Supercritical Thermal Power project at Udangudi in Tamil Nadu, Container terminal in Yangon, Myanmar, Marine infrastructure project in Karwar, Breakwater at Vizhinjam port in Kerala, Modernisation of Trichy and Pune airports, Underground tunnelling and stations for Metros in Mumbai, Bengaluru & Kolkata, Elevated metro projects for Nagpur, Bengaluru and Kolkata, construction of tunnels on Sivok (West Bengal) to Rangpo (Sikkim) for Railways, High court building in Jalpaiguri, West Bengal and Redevelopment of residential colony for CPWD Delhi.

How are you de-risking through diversification?

We have always focussed on adopting a diversified approach, while capitalising on the opportunities from sectors that can enhance shareholder value and returns. We are also, at the same time, cognizant of the need to carefully review our overall margins vis-à-vis the risks involved in selecting the projects that we should bid for. With the diversified nature of projects that we have secured, the Company has the ability to sustain and grow despite a slowdown in any one particular sector.

To illustrate our de-risking strategy, we have expanded our scope of work from piling, foundation, specialist engineering, jetty and road construction to now executing complex EPC projects envisaging breakwater, dredging, material handling systems, land reclamation in some of our marine activities at Udangudi, Myanmar, Haldia and Andaman. Also, from construction of single buildings to construction of a cluster of industrial buildings. As part of our diversification, we are now also focusing on bidding for liquid cargo facilities such as LNG and LPG, including pipeline.

In the airport sector, we had earlier constructed airport terminal buildings in JV with our parent Company Italian-Thai Development Public Company Limited (ITD, Bangkok) and now we have acquired the qualification and experience to successfully secure two airport modernisation projects at Pune and Trichy. Similarly, in the underground metro opportunities, we have secured construction of tunnelling and underground stations for

Bengaluru metro with help from our previous expertise in underground tunnelling and station buildings in Delhi, Kolkata metros in JV with our parent company ITD, Bangkok.

In construction of complex and special bridges, we are currently executing a steel bridge over the Ganga river in Allahabad and are now focussing on large projects such as cablestayed bridges in the upcoming opportunities.

We also undertake risk-analysis and evaluation of the project, location, geography, client's financial strength, etc. before bidding for a project.

What are the kinds of projects the Company is bidding for? What is the broader mindset?

Over a period of time, we have established excellent working relationships with our customers, who have been placing repeat orders. This is testimony to our ability to deliver projects to the satisfaction of our esteemed customers.

Our prime focus will continue to be for bidding in complex heavy civil EPC projects in the area of maritime sector, tunnelling, airports, water and waste management, industrial parks, specialist buildings from these varied sectors.

The Company has a strong execution track record of 9 decades and has been consistently recognised by clients for its professional management skills, quality deliverables, safety standards, and established systems.

Another important aspect is to participate in projects with limited competition, yet with a decent threshold size. Strategically, it helps us concentrate on fewer projects to optimise our operational resources and ensure robust project management and control.

What are the opportunities waiting for the Company on a broader landscape?

In the Union Budget FY 2020- 21, the infrastructure sector was allocated over ₹ 2 Lakh Crore to enhance the infrastructure of the country. The Government expanded the National Infrastructure Pipeline (NIP) to 7,400 projects.

New metros are under construction in 20+ Indian cities. Chennai, Delhi, Kolkata, Bengaluru are some of the cities where we see opportunities for us in the Metro space. Besides, metros are likely to come up in Tier-I and Tier-II cities such as Patna, Vizag, Nashik, Guwahati, Surat, Ahmedabad and Kanpur, which could benefit the sector overall. Further, opportunities in the field of maritime, industrial buildings, airports, water and wastewater including microtunnelling, irrigation, hydro power and defence have been identified.

The Indian Government is also engaging with neighbouring countries such as Bangladesh,

Maldives, Sri Lanka and Mauritius through EXIM Bank line of credit for providing them with stimulus for infrastructure development. Backed by help and guidance from the Government of India, we are exploring the opportunities outside India as well. We hope to grow our overseas business based on our expertise and developed advanced technological know-how with the support from our parent ITD, Bangkok.

Can you throw some light on the financial performance of the Company ?

Despite the pandemic, we would like to highlight that our financial performance during the year witnessed almost a V-shaped recovery. In spite of various challenges, we managed to deliver strong top line growth of ~43% in Q3 FY 2020-21 and 24% in Q4 FY 2020-21, a healthy EBITDA margin of ~13%, and total PAT stood at ₹ 55 Crore in Q4 FY 2020-21, which demonstrates our operational efficiencies.

With our continuous endeavour to reduce our debt levels, we managed to reduce our debt by ₹ 100 Crore in FY 2020-21. Despite being in a workingcapital-intensive industry, our Debt-to-Equity ratio stands at a very healthy 0.4x, which is amongst the lowest in the industry.

We will continue to focus on our cash conversion and reduced financial leverage so as to maximise returns.

What COVID-19 measures did the Company take ?

We continue to stand with the nation during this challenging phase of COVID-19. The pandemic tested us in unprecedented ways. It tested the resilience of our business, character of our people, agility of our operations and the depth of our financial strength. It is because of our people we have evolved consistently over the years to emerge as one of the leading EPC companies. During COVID-19, the wellbeing of our human capital emerged as a key priority. We strictly adhered to the safety and standard operating procedures of the Government at our project sites, thereby containing the spread of the virus as much as possible. The workforce suffered from a twofolded setback: Migration and the psychological anxiety. To fully mitigate this, we provided our workforce with safe, wellequipped and hygienic facilities which included sanitisations, vaccine awareness, health check-ups, provisions of shelter, training drives on the impact of the pandemic and precautions to be taken, arranging consultations with local hospitals, nutritional

food and other motivational requirements of the workers.

The pandemic had a much wider ramification in CY 2021 compared to CY 2020. We conducted special vaccination drives for our staff, employees, and their dependants across a number of our project sites / offices.

What are your biggest capabilities to help you remain among the top EPC companies in India ?

The Company has a strong execution track record of 9 decades and has been consistently recognised by clients for its professional management skills, quality deliverables, safety standards and established systems.

To facilitate an extensive range of infrastructure development demands, we have the latest construction equipment bank which helps us to effectively optimise our costs and deliver projects with good value engineering practices.

Since 2004, with the support from our parent company, we have been consistently scaling up our order book in several well-diversified sectors of national importance.

We focus on prudent capital management systems by leveraging technology and

digitalisation that help us to achieve operational efficiency, which effectively leads to sustainable earnings for our esteemed stakeholders.

Where do you see your Company 3 to 5 years from now ?

The Company is a major player in the infrastructure space of India with an MNC parent lineage. We have a positive outlook on the performance of the Company, given the diversified order book, which provides revenue visibility for next 2-3 years and healthy bid pipelines, disciplined and strong execution capabilities, a lean balance sheet, strong support of advanced technology, skilled labour and parent company support. Over the next 3 to 5 years, we hope to double our topline and order book with improved margins supported by healthy cash flows.

We are committed to pursuing profitable growth opportunities both nationally and internationally, so as to create long-term value for all our esteemed stakeholders.

Board of Directors

Mr. Piyachai Karnasuta Chairman

Mr. Piyachai Karnasuta is a Director of the Company since 2015. He has been appointed as the Non-Executive Chairman of the Company with effect from 1 April 2019. He has experience and knowledge in Civil Engineering and Construction of over 18 years. He is an Executive Vice President of Italian-Thai Development Public Company Limited, Thailand, the promoter of the Company. He holds a Bachelor's degree in Civil Engineering from Washington University, USA and a Masters in Business Administration from Waseda University, Japan.

Mr. Santi Jongkongka Executive Vice Chairman

Mr. Santi Jongkongka has been appointed as the Director of the Company in May 2019 and is currently the Executive Vice Chairman of the Company. He is a Bachelor of Engineering (Production Engineering), King Mongkut University of Technology, Thonburi, Thailand and has also been through the training courses like Director Accreditation Program (DAP) and Director Certification Program (DCP). He has experience of over 31 years in Civil Engineering and Construction Project Management. He holds a vast experience of working in India and is well acquainted with Indian culture and ethos. In fact, he was one of the pioneer members representing Italian-Thai Development Public Company Limited (ITD) in India for ITD – SDB JV in the year 2001-2003. After a brief hiatus, he was back in India from the year 2005 to 2012 and was associated with the Company in various capacities like Coordination & Monitoring Executive assisting to Managing Director. During his association with the Company, he had monitored and coordinated execution of work such as Airport Terminal, Tunnel, Port, Barrage, Spillway, Highway, Mass Transit System, Diaphragm Wall, Box/Pipe Pushing Micro tunnelling, Bored/Precast Pile and foundation. Mr. Jongkongka was last associated with Bangkok Steel Wire Company Limited, Thailand holding the position of Managing Director.

Mr. Jayanta Basu Managing Director

Mr. Jayanta Basu assumed the position of Managing Director of the Company on 23rd April, 2019. A graduate in Civil Engineering from the Indian Institute of Science and Technology (formerly Bengal Engineering College), Calcutta University, he has over 35 years of hands on experience in Engineering, Construction, Project Management and Contracts Management of Heavy Civil Infrastructure Projects across the Country. He started his career with the Company as a Graduate Engineer Trainee in 1986 and rose through the ranks to take over the mantle of Chief Operating Officer of ITD Cementation in the year 2017. Mr. Basu being amongst the few domain expert in the area of Engineering and Construction of Marine Structures in India, has been instrumental in creation and growth of this vertical in the Company. His core competencies are in the area of Project Management, Contracts Management, Advancement of Tendering & Estimation models on assigned benchmarks and Business Development. He has a proven track record as an operation strategist to meet growth objectives and in leading multiple improvement initiatives within the Company by way of providing strategic direction, diverse perspectives and a positive leadership. He has successfully contributed and also led the Company to its growth trajectory. He is also a National Council member on the Construction Federation of India (CFI) for the year 2021-2023, which is an apex representative body of the leading infrastructure construction firms of the country.

Mr. D.P. Roy Independent Director

Mr. D.P. Roy is a Director of the Company since 2007. He was the former Executive Chairman of SBI Capital Markets Limited and has a rich and wide experience in Corporate, International, and Investment Banking Sectors with over 43 years. He held various senior executive and managerial posts in State Bank of India, such as Deputy Managing Director and Group Executive (International Banking), President and CEO New York office and Country Manager USA, Deputy Managing Director and Group Executive (Associates and Subsidiaries), Manager in SBI London etc. He is also a certified Associate of the Indian Institute of Bankers and Fellow of Indian Council of Arbitration and is actively engaged in Arbitration in NSE, BSE, MCX, NCDEX and ICA and is also on the advisory committee of Central Bank of India and Exim Bank of India. He is an Independent Director on other boards. He participates actively in the proceedings of the Board and Committee Meetings as an Independent Director. He holds a Degree in M.Sc Chemistry from Jadavpur University, Calcutta.

Ms. Ramola Mahajani Independent Director

Ms. Ramola Mahajani is a Director of the Company since 2014. She is a Human Resources Development and Management professional with 45 years of experience in The Indian Hotels Company Ltd. and extended experience in Consulting as Managing Director of SHL, South Asia. She has her own Consulting firm. She holds two Masters' Degrees in advanced Applied Psychology and is a Chartered Occupational Psychologist as also an Associate Fellow of the British Psychological Society. Her areas of expertise include application of the principles of Occupational Psychology in Employee Selection, Training, Management Development and HR Planning. She is a winner of British Council Award (UK); Qimpro Silver Standard Award, Indira Group of Institutes' Super Achiever Award, Lifetime Achievement Award at World HRD Congress; Nominee of the Government of Maharashtra: World Trade Centre Management Council; Convener – Human Resources Sub Committee: Bombay Gymkhana Limited; Member – Ladies Wing, Vision Foundation of India; Past President: Rotary Club of Bombay Seaface. She is a Key Associate with "insightGURU", a technology driven people Assessment Company. She serves as a Non-Executive Independent Director on the boards of several listed companies. She participates actively in the proceedings of the Board and Committee Meetings as an Independent Director.

Mr. Sunil Shah Singh Independent Director

Mr. Sunil Shah Singh has been appointed as an Independent Director of the Company in the year 2018. He has served as the Managing Director of ITD Cementation India Limited from June 2000 to December 2009 and thereafter as its Corporate Advisor from January 2010 to December 2013. Mr. Singh has been the President of Kirloskar Pneumatic Company Limited, Pune and Tetra Pak Processing and also served as Country head of Energy Works India. He has over 53 years of experience in Industry with Engineered product manufacturing and construction companies covering varied fields. He has served on a number of national level industry bodies and on government panels including for 'Standards' setting and 'Industry development' and has been a National Council Member of Construction Federation of India, Construction Industry Development Council and on the Governing Body of National Institute of Construction Management and Research.

He was on the development panel of Director General of Trade and Development for pumps and currently serves on the boards of several companies in the position of Chairman/Director. He is a B.Tech. from Indian Institute of Technology, Delhi.

Mr. Pankaj I. C. Jain Independent Director

Mr. Pankaj I. C. Jain has been appointed as an Independent Director of the Company in the year 2018. He is the Managing Partner at Khandelwal Jain & Company – Chartered Accountants. He has wide knowledge of Tax Litigation, Tax Advisory & Audits of large Corporates, Stock Exchanges, Government Corporations, Financial Institutions, Banks & Insurance Companies. He was a Council Member of the Institute of Chartered Accountants of India from 2001 to 2016. He is holding Directorship in several Companies and has been a Member in many committees constituted by SEBI, RBI, ICAI etc. He is a B. Com. Graduate and an F.C.A

Management Team

Mr. Prasad Patwardhan Senior Executive Vice President & Chief Financial Officer

Mr. Rupak Sarkar Executive Vice President & Chief Operating Officer

Mr. Ashwin Parmar Executive Vice President & Chief Business Officer

Mr. Sundar L. Chanchlani Executive Vice President & Chief Commercial Officer

Mr. Gautam Basuroy Executive Vice President & Chief Operating Officer

Mr. Manish Kumar Executive Vice President & Chief Technical Officer

Mr. Shivanagouda N. Patil Joint Executive Vice President

Mr. Kaushik Nandi Senior Vice President

Mr. Schon Sarkar Senior Vice President

Mr. Rahul Neogi Vice President & Company Secretary

Key Performance Indicators

Standalone Financials (₹ in Crore unless specified)

Particulars December
2016
December
2017
March 2019
(15 Months)
March
2020
March
2021
Order book as at year end 4,329 3,472 6,167 9,147 9,850
Revenue from operations 2,872 1,873 2,283 2,142 2,208
EBITDA (before exceptional item) 216 287 282 265 213
EBITDA (%) 7.5 15.3 12.3 12.4 9.7
PBT (before exceptional item) 94 146 134 94 19
PBT (after exceptional item) 94 124 134 53 19
PAT 48 71 81 40 18
PAT (%) 1.7 3.8 3.6 1.9 0.8
Net worth 551 617 1,021 1,053 1,066
Total debt 356 489 220 293 368
Debt Equity ratio 0.6 0.8 0.2 0.3 0.3
Book value (₹ per share) (Face value of ₹ 1 each) 35.5 39.8 59.4 61.3 62.0
Earnings per share (₹) 3.1 4.7 4.8 2.5 0.9
Return on capital employed (%) 14.4 15.5 13.5 10.2 9.3
Return on equity (%) 9.1 12.1 9.9 3.9 1.7

Consolidated Financials (₹ in Crore unless specified)

Particulars December
2016
December
2017
March 2019
(15 Months)
March
2020
March
2021
Order book as at year end 6,584 7,513 9,993 11,743 11,732
Revenue from operations 3,090 2,061 3,165 2,861 2,728
EBITDA (before exceptional item) 235 293 341 328 258
EBITDA (%) 7.6 14.2 10.8 11.5 9.5
PBT (before exceptional item) 74 148 135 101 20
PBT (after exceptional item) 74 126 135 60 20
PAT 48 71 82 41 18
PAT (%) 1.6 3.4 2.6 1.4 0.7
Net worth 551 618 1,023 1,055 1,069
Total debt 463 489 532 474 380
Debt Equity ratio 0.8 0.8 0.5 0.4 0.4
Book value (₹ per share) (Face value of ₹ 1 each) 35.5 39.8 59.6 61.4 62.2
Earnings per share (₹) 3.1 4.7 4.8 2.5 0.9
Return on capital employed (%) 15.5 15.7 15.5 11.1 10.5
Return on equity (%) 9.1 12.1 10.0 3.9 1.7

Diversified: The Fulcrum of Growth

Diversification is a proud virtue at ITD Cem, which is evident from the Company's diversified portfolio mix:

Maritime Structures

Urban Infrastructure, Mass Rapid Transit System and Airports

Hydro-Electric Power, Tunnels, Dams and Irrigation

Industrial Structures and Buildings

Highways, Bridges and Flyovers

Water and Wastewater

Foundation and Specialist Engineering

Over the years, we have diversified into core infrastructure areas articulating sound project management skills, superior execution capabilities backed by strong order book.

For nine decades, ITD Cem has continued to strengthen its business across various verticals with proven expertise and excellent track record of delivering integrated services in design, engineering, procurement and construction.

In our mission to become the country's leading construction company, we are constantly expanding our footprints with highest standards of professionalism, good governance, engineering and construction methodology with emphasis on commitment reliability and quality.

Disciplined: The Fuel for Excellence

Leveraging our core strengths, we, at ITD Cem, possess the capabilities needed to harness the huge opportunities that lie ahead of us. The Government of India's ambitious National Infrastructure Pipeline would aid the acceleration of country's economic development. The Company relies on its competitive strength with technological prowess, state-of-the-art machineries, skilled manpower and accreditation by international agencies that combines together to drive us into a state of excellence and accomplishments.

Technology Adoption and Latest Engineering Innovative Practices

Technology adoption is a continuous process, needed to achieve excellence in business operations. From augmenting execution capabilities to connecting businesses, technology is deeply embedded in projects and their execution. As a result, we are able to generate higher efficiency and better performance. We strive to leverage technology to stay ahead of the competition.

State-of-the-art Plant and Machinery

Our advanced and modern construction equipment propels us to deliver world-class projects. Over the years, the Company has made considerable investments in plant and machinery to improve our project execution capabilities and meet client requirements. This has enabled us to gain competitive advantage and facilitate strong recall among clients.

Experienced Workforce

Our workforce plays a vital role in strengthening the foothold of the Company. With the combined capabilities of our skilled and dedicated team, we constantly upgrade our performance and efficiency to execute and deliver projects. Through constant endeavour and progress, our energetic and competent team handles complex challenges to deliver desired results. Our experienced and qualified engineers, with support and experience from ITD, Bangkok bring uncompromised quality adding to our customer's delight.

Accreditation by International Agencies

We ensure adherence to stringent quality checks and standards throughout our value chain. With an untiring commitment to quality and environment, safety and health (ESH) principles, we are amongst the few construction companies in India to have been accredited with ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certificates by TUV-Nord.

Determined: to excel

The Company has developed business models that enable us to invest in the right and appropriate opportunities of growth to create value for our clients and stakeholders.

We are focussed on expanding our presence in complex infrastructure projects through independent as well as collaborative ventures with reputed companies, wherein both parties can leverage each other's complimentary skills.

Our expertise in providing diverse infrastructure solutions comprising design, engineering, procurement and construction caters to various business vertical making us a preferred contractor.

In the Company's run so far, discipline and an eye for excellence have kept us on top of the growth curve. Our three-way approach of being Diversified, Disciplined and Determined has enabled us to execute many iconic projects across the nation.

Diversified Presence and Disciplined Performance

In our endeavour to create long lasting infrastructure, our Parent Company, Italian – Thai Development Public Company Limited, Thailand (ITD, Bangkok) has played an important role in providing engineering excellence, advanced technology and execution skills which enabled us to deliver value resulting in strong brand recall among clients.

Reflection of Our Determination: Strong Order Book of Past Five Years

(` in Crore )
December
December
March
March
Order Book and Sector Break-up as at
2016
2017
2019
2020
March
2021
Marine 2,726 1,631 3,192 3,016 3,870
Urban Infrastructure/MRTS/Airports 2,300 4,547 5,087 4,917 3,826
Hydro/Dams/Tunnels/Irrigation 770 1,052 1,391 2,423 2,176
Industrial Structures & Buildings 251 79 24 1,003 1,331
Highways, Bridges & Flyovers 239 46 88 9 184
Water & Wastewater 146 75 38 248 186
Foundation & Specialist Engineering 152 83 173 127 159
Total 6,584 7,513 9,993 11,743 11,732

Determination: Performance Build-up

Our drive to create value for our customers and deliver the best possible infrastructure solutions with superior quality have led to a long-term value creation.

Standalone Financial Performance

Consolidated Financial Performance

Dec'16 Dec'17 Mar'19 (15 M) Mar'20 Mar'21 PAT*** (` in Crore) 4871 82 41 18

*EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortisation

**PBT: Profit Before Tax ***PAT: Profit After Tax

Determined to Deliver: Project Highlights

The Company has diversified across several infrastructure areas. We have a unique strength of being able to easily shift between the key verticals of infrastructure growth between urban infrastructure, maritime structures, hydro, dams, tunnels, irrigation, industrial structures & buildings which insulate us from the cyclic fluctuations. Our ability both in terms of client diversity, geographic/resource diversity, including extending our footprint overseas provides us with stable and sustainable growth opportunities.

Marine

The Company is one of the leading names in the construction of Maritime Structures and we have worked in most of the major and minor ports of the country. We have the experience, capability and equipment to provide quality workmanship on a variety of complex Maritime Structures including Engineering, Procurement and Construction Services. We are executing several complex projects, which help us to grow in a sustainable manner and maintain significant position.

ITD Cem is providing the following services in this area:

  • Jetties, dolphins and service platforms
  • Quay, berths on concrete and steel piles as well as solid gravity type wharf structures
  • Ship lift, dry dock, wet basin and inclined berth
  • Breakwater and piled approach trestles
  • Steel piles (vertical and raker) and bored cast in situ concrete pile foundations
  • Undersea ground improvement
  • Dredging and Land reclamation
  • Coastal erosion protection and rock bund
  • Cargo & material handling equipment and associated entire MEP Systems
  • Port-related onshore infrastructures
  • Port connectivity works

26 Annual Report 2020-21

Major Projects Under Execution

  • Coal jetty, breakwater and conveyor system for Udangudi Supercritical Thermal Power Project in Tamil Nadu
  • Multi-modal IWT at Haldia in West Bengal
  • Capacity utilisation for Visakhapatnam Port Trust in Andhra Pradesh
  • Refit jetty and allied facilities in Port Blair, Andaman
  • Breakwater at Vizhinjam Port in Kerala
  • Liquid cargo jetty at JNPT in Maharashtra
  • Bulk berth & approach trestle at Chhara Port in Gujarat
  • Piers, landside tunnels, and buildings in Karwar, Karnataka

International

Development of container terminal in Yangon, Myanmar

  • Dubai Ports World
  • Port of Singapore Authority
  • Adani Yangon International Terminal Limited
  • Indian Navy
  • Visakhapatnam Port Trust
  • Inland Waterways Authority of India
  • Tamil Nadu Generation and Distribution Corporation Limited
  • Shapoorji Pallonji Infrastructure Capital Company Private Limited
  • Jawaharlal Nehru Port Trust
  • Nhava Sheva Gateway Terminal Limited
  • Mumbai Port Trust
  • Andaman & Lakshadweep Harbour Works

Determined to Deliver: Project Highlights

URBAN INFRASTRUCTURE, MRTS AND AIRPORT

The Government of India is focussed towards the construction and expansion of new Metro lines in the country. The Airports are also being modernised and many new Greenfield airport projects are under construction. This provides us with a major opportunity for taking up large complex projects with our credentials, experience and expertise. The Company is providing construction services of civil and station buildings structures for Mass Rapid Transit Systems, Tunnels, Elevated and Underground railway stations and installation of tracks, modernisation and construction of integrated passenger terminals at airports and allied EPC services.

28 Annual Report 2020-21

Major Projects Under Execution

  • Underground tunnelling and metro stations in Mumbai, Bengaluru and Kolkata
  • Elevated metro viaducts in Nagpur, Bengaluru and Kolkata
  • Upgraded passenger terminal new building in Trichy
  • Integrated terminal building and reconstruction of old terminal building in Pune, Maharashtra
  • Ballast-less track work for Mumbai Metro Line 7 in Maharashtra

  • Kolkata Metro Rail Corporation Limited

  • Mumbai Metropolitan Region Development Authority
  • Bangalore Metro Rail Corporation Limited
  • Maharashtra Metro Rail Corporation Limited
  • Mumbai Metro Rail Corporation Ltd
  • Rail Vikas Nigam Limited
  • Airports Authority of India

Determined to Deliver: Project Highlights

Hydro, Dams, Tunnels and Irrigation

The Company has contributed substantially to nation building with expertise in construction of earth fill, rock fill, concrete & masonry dams, irrigation, hydro tunnels, micro-tunneling, hydroelectric power stations, irrigation canal structures and tunnels for railways.

Major Projects Under Execution

  • Construction of railway tunnels in West Bengal and Sikkim
  • Development of water conveyor system of lined gravity canal/tunnels in Telangana
  • Laying of trunk by micro-tunnelling method in West Bengal
  • Finalisation of sewage trunk main by microtunnelling method in Gujarat
  • Construction of tunnels New Single Broad Gauge Rail Link between Rishikesh and Karanprayag in Uttarakhand

  • Government of Telangana

  • Rail Vikas Nigam Limited
  • Ircon International Limited
  • Ahmedabad Municipal Corporation
  • Tata Power Limited

Determined to Deliver: Project Highlights

Industrial Structures & Buildings

The Company has a presence in construction of civil and industrial structures for refineries, petrochemicals, academic institutions, complexes, museums, etc. We are equipped with advanced technology to construct complex industrial structures and buildings.

Major Projects Under Execution

  • Redevelopment of General Pool Residential colony at Kasturba Nagar in New Delhi
  • Construction of Circuit bench of Calcutta High Court in West Bengal

  • Central Public Works Department

  • RITES Limited
  • Indian Oil Corporation Limited

Water and Wastewater

The Company has diversified into construction of water and wastewater treatment plants, as urbanisation and industrialisation are growing at a rapid pace. Over the next few years, water supply and sanitation projects are expected to witness significant outlays under the Jal Shakti mission.

Major Projects Under Execution

  • Rehabilitation & refurbishment of water works, Palta and Garden Reach in West Bengal
  • Designing, erecting & commissioning of intake channel for Bhama Askhed Water Supply Scheme in Pune, Maharashtra
  • Development and distribution of water and wastewater system for Agartala Municipal Area in Tripura
  • Sewer tunnel and allied works by Segmental Tunneling Method in Mumbai, Maharashtra

  • Municipal Corporation of Greater Mumbai

  • Irrigation Department Pune Bhama Dam, Maharashtra
  • Kolkata Environmental Improvement Investment Programme
  • Ahmedabad Municipal Corporation
  • Government of Tripura

Determined to Deliver: Project Highlights

Foundation & Specialist Engineering

The Company offers the latest and comprehensive range of techniques for the construction of piles, secant piles, diaphragm walls, ground improvement, drilling grouting works, rock anchors, slope stabilisation and rehabilitation work.

Major Projects Under Execution

  • Underpass in Noida, Uttar Pradesh
  • Drilling & grouting work at Shirawta in Maharashtra
  • Civil foundation steel plant at Dolvi in Maharashtra
  • Piling works for 1,000 MW thermal power project in Unchahar, Uttar Pradesh

  • Indian Oil Corporation Limited

  • Tata Power Limited
  • NTPC Limited
  • General Electric Power India Limited
  • Dam Rehabilitation Projects, Government of Karnataka
  • Sabarmati Riverfront Development Corporation Limited
  • JSW Steel Limited

Our Marquee Projects: Contributing to Nation Building

Mumbai Metro: Three underground stations

The Company, in joint venture, is executing the designing and construction of the underground tunnel and stations for the Mumbai Metro Rail underground project. We have completed entire tunneling work of ~11 kms under the most challenging conditions despite the presence of many old buildings and narrow lanes which was in close proximity to sea lines, active road traffic and popular religious places in Dadar, Mumbai. This effort will provide connectivity that will ease commuting woes of Mumbaikars.

Udangudi Supercritical Thermal Power Project: Coal jetty, breakwater, and conveyor system

The Company is executing project for establishment of captive port with unloading facilities and pipe conveyor for 2 x 660 MW Udangudi Super Critical Thermal Power Project in Tamil Nadu for Tamil Nadu Generation and Distribution Corporation Limited. It is one of the largest marine projects for the Company in recent times.

Project Highlights

  • A total of 8km-length of approach trestle, connecting jetty from shore
  • Island breakwater of 915m to protect the coal jetty at a depth of 18m below sea level
  • Offshore jetty of 550m length to be constructed in the deep-water level of (-)18m
  • Coal-handling system consists of two pipe conveyors of 3,000 Tonnes Per Hour
  • Associated building and services such as firefighting, electrical, instrumentation and control among others

Project bagged two accolades

'International Distinction Safety Award -2020' from the British Safety Council

Milestones Achieved

  • A total of 5.7-km-length of approach trestle piles completed by various offshore piling fronts and especially by 34m Cantilever Piling Gantry and by Jack Up
  • Around 3-km-length of Deck slab completed
  • Around 11.2 lakhs MT of boulders placed and forming the island breakwater
  • Coal-handling system in progress

Bronze trophy from the National Safety Council, 2020

Our Marquee Projects: Contributing to Nation Building

Karwar Marine Project: Piers, landside tunnels, and buildings

The Company is executing a prestigious project in Karwar, developing marine infrastructure for landside tunnels, buildings and construction of piers. The project has recently commenced its construction activities. Some of the major highlights of the project are its heavy marine-civil, mechanical and electrical works.

Project Highlights

  • Construction of double-deck Piers
  • Construction of Wharf
  • Supply and installation of cranes (rail & truck mounted mobile harbour, electric overhead travelling cranes)
  • Construction of landside tunnels, roads, and utilities buildings

  • Supply and installation of utilities such as electrical services, potable water system

  • Fire protection & detection system, cooling tower system, chilled water system, sewage collection & disposal system, ventilation system and complete MEP systems

Sivok Rangpo Railway Tunnels: Tunnels between West Bengal and Sikkim

Indian Railways has envisioned an ambitious project to connect West Bengal with Sikkim. The Sivok Rangpo Rail link would not only ease movement between the two states, but will also boost tourism in this sector and will therefore contribute towards nation building efforts.

Project Highlights

  • Tunnels of length ~45 kms, covering 19 bridges and 14 tunnels
  • Running from Siliguri city to Rangpo city (border of West Bengal and Sikkim)
  • An extremely important project from regional as well as a national perspective passing through mountains and valleys to connect Sikkim to the Indian railway network.

Trichy Airport: Upgrading passenger terminal new building

The Company is executing the construction of terminal building of Trichy Airport awarded by Airports Authority of India. This airport will be modernised alongwith 48 check-in counters and 10 boarding bridges. The terminal will be an energy efficient building. With an area of 75,000 sqmt, the new terminal building is dynamic and dramatic with a majestic roof that gives the structure an iconic look.

Pune Airport: Terminal building and allied services

The Company is executing the construction of a new integrated terminal building awarded by Airports Authority of India at Pune Airport with a built-up area of more than 500,000 sq.ft. This new modernised airport consists of swanky new terminal building, which will be able to handle 2,300 passengers (1,700 domestic and 600 international) during peak hours. The airport will be equipped with five boarding bridges, 34 check-in counters and in-line baggage handling system. The terminal will be an energy-efficient building with 4-Star GRIHA Rating.

Our Marquee Projects: Contributing to Nation Building

Haldia : Multi-Modal Terminal

The Company is constructing a state-ofthe-art multi-modal terminal at Haldia, West Bengal, which will be used for transporting coal, fly ash, chemicals, petroleum and gas, construction materials, fertilizers and edible items. The Haldia multi-modal terminal is spread across 61 acres of land at the Haldia Dock Complex, which will have facilities of berthing space for four vessels, stockyard for storing, belt conveyor systems with fixed hoppers, barge loader, shore protection works, roads, ramps and parking area and other terminal buildings. This is one of the Company's heavy civil EPC projects, which is a part of three multi-modal terminals under the Jal Marg Vikas Project of Inland Waterways Authority of India.

Bangalore Metro: Underground structures

The Company based on its standalone credentials has secured project to construct underground tunnels and four metro stations from Bangalore Metro Rail Corporation. The project involves design and construction of underground structures (tunnels & stations) on ~4.591km stretch. The stretch will cover South of Tannery Road station to North Ramp including allied works and four underground metro stations in line 6 of Bangalore Metro Rail Project, Phase 2

40 Annual Report 2020-21

Yangon, Myanmar: Marine works for container terminal

The Company is executing its first major overseas project in Yangon, Myanmar for Adani Yangon International Terminal Company Limited (AYITC) which is developing container terminal at Yangon. The project involves construction of container berth on spun pile foundation and development of backup yard including container stacking yard, cross over, utility works, buildings, civil works for firefighting system and allied marine facilities.

Pamban Bridge: Civil works, including foundations

The Company is constructing Special Foundations and Substructure of new bridge parallel to the existing bridge between Mandapam and Pamban stations in Madurai division of Southern Railway in the state of Tamil Nadu. Pamban Bridge is a railway bridge which connects the town of Mandapam in mainland India with Pamban Island and Rameswaram which is unique and iconic having a sea overview. The new bridge will be the country's first vertical lift railway sea bridge that is being developed parallel to 100-year old existing Pamban bridge having historic link.

Determined to Serve the Community

The Company has undertaken Corporate Social Responsibility (CSR) activities whereby we integrate social and environmental concerns in our business operations fostering a better world around us. We have proactively worked towards the development of underprivileged communities over the years. We have consistently participated in social initiatives that have improved livelihoods, healthcare and sanitation facilities, besides providing educational access to the communities, where we operate for a more holistic inclusive development.

Disaster Relief

The Company extended support to disasterstruck underserved communities and contributed to the West Bengal State Disaster Management Authority.

covid-19 relief

In the wake of pandemic and its reeling effects, the Company provided support to the fisherman communities by providing essential food items in Manappadu, Alanthalai and Kallamozhi villages in Tamil Nadu, who were in indigent condition due to loss of livelihood.

Education

The Company undertook six projects in West Bengal, Pune, Bangalore, Mumbai and Thane. These projects were aimed at improving the quality of education through digital enablement and benefitting the youth from socially and economically underserved sections with mentorship opportunities. We also renovated schools and donated benches, tables and chairs to provide a disciplined environment and further the capacity building of the institutions. ITD Cem assisted in creating technology-incubator infrastructure located within the academic institution for shared/ co-working spaces including providing seating desks and tables, meeting rooms and cabins.

Healthcare and Sanitation

We made contribution to the Cancer Hospital in Nagpur for cancer diagnosis.

The Company also constructed toilets for the students of Zilla Parishad School at Gorhe village in Pune.

Diverse and Disciplined Human Capital: Our Strength and Pillars of Growth

Human Capital

Our employees are our greatest assets and are important to the success of our business. Our talent management strategy focuses on sustaining our position as one of India's most valuable organisations to deliver great customer service, competitive superiority, performance driven and future ready. Our HR practices continuously focuses on skill development of professionals within the organisations as we believe our highly motivated workforce are pillars for the future growth of the Company. We provide our people with a conducive work environment characterised by collaborative and inclusive culture that provides all deserving employees with the opportunity to succeed and grow with the organisation. In order to sustain its growth, the Company is actively investing in the talent with skill-sets suited to the expanding and changing needs of the business either through external search or promoting talent within the Company with requisite capability.

Diverse and Skillful

We have a skillful and diversified workforce, which is capable of executing complex construction projects. Our robust training system helps in improving and honing the skill set required to our workforce to deliver big projects with great efficiency and to clients satisfaction.

Training and development initiatives and policies

The Company provides effective training methodologies and innovation to meet the highest standards needed for our workforce safety and and enhance productivity. We understand that to sustain the success, we need to nurture and groom our workforce. At ITD Cem, we emphasise on making our training programmes more effective to further grow the leaders of tomorrow. We have built several training and development modules to uplift our human assets, while preparing them to grow personally and professionally

Supportive environment

We are committed to providing a safe and conducive work environment for all our employees. In our Company responsibility and accountability go hand in hand with equal authority to make right decisions. In this challenging times , the Company continues to stay focused on the health and wellbeing of its personnel and families by providing the requisite infrastructure at sites, vaccination initiatives, health check-ups, provision of shelter, nutritious food and other motivational requirements to suit the needs of its employees. We encourage employees to share their ideas, views and observations with the management on our projects, which help the Company in implementing better ideas and in executing projects more efficiently.

2,051 Permanent Employees

Awards & Recognition

BOARD'S REPORT

The Directors present herewith their Report and the Audited Financial Statements for the financial year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

(` in Lakh)
Particulars Standalone Consolidated
Financial Year
ended March
31, 2021
Financial Year
ended March
31, 2020
Financial Year
ended March
31, 2021
Financial Year
ended March
31, 2020
Revenue from Operations 220,831.88 214,199.87 272,773.11 286,071.38
Profit before Finance costs, Depreciation, Exceptional
item and share of profit/ (loss) from joint ventures
21,343.66 26,489.48 22,531.19 30,016.57
Finance costs 11,133.68 9,198.42 13,819.52 13,049.61
Depreciation and amortisation expense 8,284.07 7,887.92 10,015.09 9,648.45
Exceptional item - 4,093.36 - 4,093.36
Share of profit/ (loss) from joint ventures - - 3,303.80 2,784.09
Profit before Tax 1,925.91 5,309.78 2,000.38 6,009.24
Less: Tax Expense 349.98 993.18 405.15 1,633.28
Profit after Tax 1,575.93 4,316.60 1,595.23 4,375.96
Add: Other Comprehensive Income 249.54 (315.49) 249.54 (315.49)
Total Comprehensive income for the financial year
carried to Other Equity
1,825.47 4,001.11 1,844.77 4,060.47

DIVIDEND

In view of the performance of the Company during the financial year under consideration, the Directors are pleased to recommend a dividend of 0.12 per equity share on 171,787,584 equity shares of Re. 1/- each fully paid up. The above dividend amounting to 206.15 Lakh, if approved at the ensuing Annual General Meeting (AGM) of the Company, will represent 13.08% of distributable profits of ` 1,575.93 Lakh for the financial year.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, 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/ wpcontent/uploads/Dividend\_Distribution\_Policy

TRANSFER TO RESERVE

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

REVIEW OF OPERATIONS

Performance of the Company in the wake of outbreak of COVID-19

The surge in COVID-19 in the FY 2020-21, forced the Central Government to impose certain restrictions resulting in slowdown in all activities at the Company's projects/sites in order to contain the spread of the disease. While adhering to the various guidelines/ directives issued by the Government authorities from time to time, the Company took proactive measures to safeguard the health, safety and well being of the Company's employees and workers at all its locations including maintaining social distancing and recommenced its operations ensuring minimum disruption of services to all its customers. Owing to commencement of work in a restricted manner, migration of work force and disruptive supply chain, the progress and financial performance got affected in the first two quarters of FY 2020-21, i.e. quarters ended June and September 2020, which has been reflected in the results of the said quarters. However, the Company bounced back well during the third and fourth quarters of FY 2020-21 with improved operational and financial performance.

Standalone performance

Revenue from operations for the financial year ended March 31, 2021 is 220,832 lakh ( 214,200 lakh in FY 2019-20), an increase of about 3.1% over the previous year.

The Company has made profit before finance costs, depreciation, exceptional item and share of profit/ (loss) from joint ventures of 21,344 Lakh, which is 9.7% of revenue from operations. The Company has made a profit before tax of 1,926 Lakh and profit after tax of ` 1,576 Lakh in FY 2020-21.

Consolidated performance

Revenue from operations for the financial year ended March 31, 2021 is 272,773 lakh ( 286,071 lakh in FY 2019-20), a decrease of about 4.6% over the previous year. The Company has made profit before finance costs, depreciation, exceptional item and share of profit/ (loss) from joint ventures of 22,531 Lakh which is 8.3% of revenue from operations. The Company has made a profit before tax of 2,000 lakh and profit after tax of ` 1,595 lakh in FY 2020-21.

After a review of the position of outstanding debts, your Directors have decided to write off bad debts during the financial year amounting to Nil (FY 2019-20 5,684.31 Lakh).

Total value of new contracts including the Company's share in Joint Ventures secured during the financial year aggregated 281,200 Lakh (FY 2019-20 564,300 Lakh).

Major contracts secured during the FY 2020-21 having a value of `15,000 Lakh and above were as under:–

  • • Construction of Rubble Mound Breakwater for Development of Port terminal, Vizhinjam for HOWE
  • • Construction of Piers, Landside Tunnels and Buildings including Cranes and (MEP) services and other Associated Works, Karwar
  • • Construction of 7 stations including all related works of New Garia-Airport Metro Project, Kolkata for RVNL
  • • Construction of Substructure for Pamban bridge,Tamil Nadu for RVNL

• Construction of Circuit Bench of Calcutta High Court, Jalpaiguri for PWD

During the financial year, your Company in Joint Venture with The Braithwaite Burn and Jessop Construction Company Limited, a Govt. of India Enterprise, received a contract for construction of a bridge over river Ganga between Jhusi and Daraganj Station, Allahabad for RVNL for a value of ` 49,503 lakh

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

  • Piling works, Jhajjar for GE Power
  • Extension of Jetty, Kattupalli for L&T Hydrocarbon Engineering Limited

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (hereinafter referred to as '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.

` in lakh

Name Total income Profit/ (Loss)
for the
% share Share of Profit/
(Loss)
financial year
Subsidiary:

ITD Cementation Projects India Limited
0.12 (0.29) 100% (0.29)
Joint Ventures:

ITD Cemindia JV
49,764.35 (2,871.22) 80% *(2,871.12)

ITD-ITD Cem JV
17,793.95 1,424.42 49% 697.96

ITD- ITD Cem JV (Consortium of ITD - ITD
Cementation)
- (114.29) 40% (45.71)

ITD Cem-Maytas Consortium
7,144.91 394.17 95% 374.46

CEC-ITD Cem-TPL JV
47,267.78 4,419.25 60% 2,651.55

ITD Cem-BBJ JV
997.32 Nil 51% Nil

The performance and financial position of the Company's subsidiary and joint ventures are summarised herein below:

* 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 available on the website of the Company https://www.itdcem.co.in/investors.

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 annexed herewith and marked as Annexure 2.

STATUTORY AUDITORS

Messrs Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, having Firm Registration No. 001076N/N500013 were re- appointed as the Auditors of the Company at the 39th Annual General Meeting (AGM) held on May 11, 2017 for a period of five years from the conclusion of the 39th AGM until the conclusion of the 44th AGM pursuant to the provisions of Section 139 of the Act, subject to ratification of their appointment by Members at every AGM, if so required under the Act. As informed in the past, the requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution has been proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Statutory 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 were designated as KMP of the Company as at March 31, 2021:

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) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The disclosures made in this regard are available at http://www.itdcem.co.in/about-us/board-of-directorsand-committees-of-directors/

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 and Regulation 25 (8) of the Listing Regulations confirming that they meet 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 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.

In a separate Meeting of Independent Directors held on February 10, 2021 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 on the basis of meaningful contribution made by the individual Director while participating in the Board and Committee meetings, etc.

Based on the meeting of the Independent Directors and 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

Five meetings of 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
- Mr. Piyachai Karnasuta 0.65:1
- Mr. D.P. Roy 0.65:1
- Ms. Ramola Mahajani 0.65:1
- Mr. Sunil Shah Singh 0.65:1
- Mr. Pankaj I. C. Jain 0.65:1
Executive Directors
- Mr. Santi Jongkongka 20.33:1
- Mr. Jayanta Basu 14.11:1

* Non - Executive Directors were paid sitting fees as 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 financial year:

Directors, Chief Executive Officer, Chief
Financial Officer and Company Secretary
Mr. Piyachai Karnasuta -
Mr. D.P. Roy -
Ms. Ramola Mahajani -
Mr. Sunil Shah Singh -
Mr. Pankaj I.C. Jain -
Mr. Santi Jongkongka, Executive Vice
Chairman
0%
Mr. Jayanta Basu, Managing Director 0%
Mr. Prasad Patwardhan, Chief Financial Officer 0%
Mr. Rahul Neogi, Company Secretary 0%
  • (c) The percentage increase in the median remuneration of employees in the financial year: 5.28%.
  • (d) The number of permanent employees on the rolls of the Company: 2051 (As on March 31, 2021).
  • (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 7.69 % 0% 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, confirm that:

  • • in the preparation of the annual accounts for the year ended March 31, 2021, 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 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 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

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. 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 amongst Senior Management Team members as stipulated in the said Policy. This Policy is available on the website of the Company at www.itdcem.co.in.

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, Internal Audit 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.

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 March 31, 2021.

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 Board, based on the recommendation of the Audit Committee, has re-appointed Mr. Suresh D. Shenoy, Cost Accountant, as Cost Auditors of the Company for conducting cost audit for the year 2021-22. The Cost Audit Report and the Compliance Report of the Company for the year ended March 31, 2020 was filed with the Ministry of Corporate Affairs by Mr Suresh D. Shenoy, Cost Accountants, before the due date as prescribed under 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 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 Annual General Meeting for ratification of the remuneration payable to the Cost Auditor for the financial year 2021-22.

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 with related parties falls under Section 188(1) of the Act and Rules framed thereunder. All contracts or arrangements with related parties, entered during the 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 with prior approval of the Audit Committee.

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 has been adopted and the same has been uploaded on the Company's website at www.itdcem.co.in.

RISK MANAGEMENT

The Board of Directors of the Company has constituted Risk Management Committee to implement and monitor the risk management plan for the Company. The Company has established a well-documented and robust risk management framework. 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 subcategories 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.

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. D. P. Roy, Mr. Santi Jongkongka and Mr. Jayanta Basu as members of the Committee. 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 www.itdcem.co.in. Your Company strives to adopt a balanced approach to overall community development through CSR activities 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 was required to spend an amount of 190.18 lakh on CSR activities, for the financial year ended March 31, 2021. The Company also spent an amount of 25 lakh during the financial year ended March 31, 2021, being the unspent amount pertaining to the financial year ended March 31, 2020.

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 3 and form part of this Report.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

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.

During the year under review, the Company has revised the Nomination and Remuneration policy to bring the same in alignment with the provisions of the Act and Listing Regulations and relevant extracts of the the said Policy are given in Annexure 4 and form 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 www.itdcem.co.in.

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 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.

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.

The Secretarial Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, Annual Return of the Company is uploaded on the website link 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 REPORT

As required under Regulation 34(2)(f) of the Listing Regulations, 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 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

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

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 who 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

FY 2020-21 was impacted severely by the outbreak and continuance of Covid-19. The subsequent lockdowns and migration of labour affected project execution in Q1 and Q2. The Government of India and the RBI moved swiftly to provide fiscal and other incentives to industry. With the return of labour from the end of Q2 and easing of the lockdown restrictions, economic activity including construction work saw an uptick. This was also aided by the pick-up in pent up demand during the festive season.

The Company demonstrated resilience through the tough times through improved project execution on one hand and robust order booking on the other. The increased thrust from the Government towards the infrastructure industry, through an increase in the capital budget allocation in the current Budget for the year 2021-22, is likely to help with further order inflows for the Company. While India is currently facing the 2nd wave of COVID, we believe it is but a matter of time before we overcome this situation and with the Government focus on infrastructure development, we remain positive and bullish about the long term outlook for the Company.

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 62 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 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 December 23, 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 2020, ITD posted revenues of around 54 billion Thai Baht (about ` 1,320,000 Lakh).

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 1st April to 31st 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 thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board

Piyachai Karnasuta (DIN: 07247974) Chairman

May 28, 2021

Annexure 1

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in ` In Lakh)

Sl. No. Particulars Details
1 Name of the subsidiary ITD Cementation Projects India Limited
2 Reporting period for the subsidiary concerned, if different from the holding
company's reporting period
1st April 2020 to 31st March 2021
3 Reporting currency and Exchange rate as on the last date of the relevant
Financial year in the case of foreign subsidiaries
`
4 Share capital 5.00
5 Reserves & surplus (1.56)
6 Total assets 38.67
7 Total liabilities 38.67
8 Investments -
9 Turnover 0.12
10 Profit / (Loss) before taxation (0.29)
11 Provision for taxation -
12 Profit / (Loss) after taxation (0.29)
13 Proposed Dividend -
14 % of shareholding 100%

Notes:

Names of subsidiaries which are yet to commence operations - None

Names of subsidiaries which have been liquidated or sold during the year - None

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies / Joint Ventures

` In Lakh
Name of associates/Joint
Ventures
ITD-ITDCem
JV (Consortium
ITD-ITD
Cementation)
ITDCem-Maytas
Consortium
ITD-ITDCem
JV
ITD Cemindia
JV
CEC-ITDCem
TPL JV
ITD Cem-
BBJ JV
1. Latest audited Balance
Sheet Date
31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21
2. Shares of Associate/
Joint Ventures held by the
company on the year end
No. Nil Nil Nil Nil Nil Nil
Amount of Investment in
Associates/Joint Venture
524.32 52.28 18,390.74 21,631.23 393.71 0.05

Name of associates/Joint
Ventures
ITD-ITDCem
JV (Consortium
ITD-ITD
Cementation)
ITDCem-Maytas
Consortium
ITD-ITDCem
JV
ITD Cemindia
JV
CEC-ITDCem
TPL JV
ITD Cem-
BBJ JV
Extent of Holding % 40% 95% 49% 80% 60% 51%
3.
Description of how there is
significant influence
Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture
4. Reason why the associate/
joint venture is not
consolidated
Consolidated
equity
method
Consolidated as
Subsidiary
Consolidated
equity
method
Consolidated
as
Subsidiary
Consolidated
equity
method
Consolidated
equity
method
5.
Net worth attributable to
shareholding as per latest
audited Balance Sheet
1,263.84 120.20 22,384.17 21,516.18 554.42 0.10
6. Profit/(Loss) for the year (114.29) 394.17 1,424.42 (2,871.22) 4,419.25 -
i. Considered in Consolidation (45.71) 374.46 697.96 (2,871.12) 2,651.55 -
ii. Not Considered in
Consolidation
(68.58) 19.71 726.46 (0.10) 1,767.70 -

Names of associates or joint ventures which are yet to commence operations: None

Names of associates or joint ventures which have been liquidated or sold during the year: None Names of associates or joint ventures not consolidated: None

Executive Vice Chairman Managing Director

Santi Jongkongka Jayanta Basu

Prasad Patwardhan Rahul Neogi

Chief Financial Officer Company Secretary

Date : May 28, 2021

Annexure 2

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:

Research and Development

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Company has an in-house Technical Service Department, under which Research & Development activities are carried out. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimisation, reduction in the breakdowns, improve effectiveness and efficiency of use and hence provide a competitive edge for any project.

A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

The Company continues to increase use of Fly ash / Slag (GGBS) as a part replacement of ordinary portland cement (OPC) for concrete mixes (monitored through corporate objective to increase percentage replacement year by year) being used at project sites as a significant measure towards energy conservation by reducing the embodied energy in concrete. Such replacement also improves properties of concrete in terms of durability and finish and contributes towards cost savings compared with conventional concrete mixes with OPC only.

The Company has adapted use of Polycarboxylate Ether (PCE) based high range water reducers in concrete in lieu of Naptha based water reducers which substantially reduces mixing water requirement. Also reduces cement content and optimizes need for vibrational energy due to highly workable nature of mix with greater retention properties.

The Company continues using Translucent Polycarbonate sheets at all project site stores in place of conventional roofing materials allowing daylight (natural light), thereby saving on electricity.

Use of sensor based Lightings that automatically turn on after detection of motion. It is currently under installation at areas such as Toilet Blocks, office workstation etc. on trial basis at one of the Project Sites.

Optimizing the usage of centralised HVAC system and office lightings on account of less occupancy in Offices due to pandemic situation has also led to savings in Energy consumption.

By organizing meetings, annual certification audits as well as internal audits virtually through advanced IT systems, the Company has avoided carbon emissions due to travel. Online Trainings were conducted around the year in place of classroom trainings.

(ii) The steps taken by the Company for utilising alternate sources of energy:

Solar lights are being installed at various marine crafts (barges), mooring buoys, long piled approaches for general lighting resulting in savings in diesel.

(iii) The capital investment on energy conservation equipment:

None

B) Technology absorption

(i) The efforts made towards technology absorption:

For one project, a deep excavation and NATM tunnels were envisaged. The maximum depth of excavation and invert level of tunnels ranged between 18 and 20 metres below existing Ground level. The work site is located in the heart of a thickly populated Mega City. Ground water table was at only 2 metres depth. For any excavation to happen, the water table issue had to be addressed.

After studying effectiveness and feasibility of various options, it was decided to grout the soils with chemicals such as micro-fined cement and sodium silicate in combination with acrylate and Colloidal silica grouts being used selectively in a pre-decided grid pattern. Grouting with these materials was decided as the soils available were fine grained clayey silts and routine grouting materials would have been ineffective. The idea was to improve soil strength and reduce water permeability of the soils. Acrylate and colloidal silica are special chemical grouts and their raw material concentrates get imported into India.

Instead of importing equipment for mixing and grouting, locally manufactured and available equipment was put together by the Company and used very effectively at a much reduced cost. The grouting pump, grout mixing arrangement, variable flow controls etc. were all developed utilising indigenously manufactured items. The grouting has been successfully completed and the desired results for doing excavation in relatively dry and stable soil formations have been achieved. The success of this chemical Grouting on this project has now provided the Indian Industry with an opportunity to utilize this technology with indigenous expertise.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Instead of importing Plant and equipment for compaction grouting and TAM grouting, the Company utilised locally available Plant and developed the system utilising its own skill to complete the two types of grouting successfully.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

  • (a) the details of technology imported: None
  • (b) the year of import: N.A.

  • (c) whether the technology been fully absorbed: N.A.

  • (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

and

(iv) The expenditure incurred on Research and Development-

Nil.

C) Foreign Exchange Earnings and Outgo

  • a. The Company did not have any export during the year under report.
  • b. The foreign exchange received during the year was 691.30 Lakh towards contract execution in India from a foreign client (FY 2019-20 Nil).
  • c. The foreign exchange outgo on account of travelling, import of consumables, capital goods, tools and spare parts, dividend, salary, fees, royalty etc. aggregated 4,583.89 Lakh (FY 2019-20 1,875.02 Lakh).

For and on behalf of the Board

Piyachai Karnasuta Chairman

Date : May 28, 2021

Annexure 3

THE ANNUAL REPORT ON CSR ACTIVITIES FORMING PART OF THE BOARD'S REPORT FOR FINANCIAL YEAR APRIL, 2020 TO MARCH, 2021

1. Brief outline on CSR Policy of the Company:

The Company intends to make a positive difference to Society and contribute its share towards the social cause of betterment of the Society and the area in which the Company operates. The Company also believes in the trusteeship concept. This entails transcending business interests and working towards making a meaningful difference to the Society.

In this regard, the Company has made this policy which encompasses the Company's philosophy for delineating its responsibility as a Corporate Citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large and has titled it as the "Corporate Social Responsibility (CSR) Policy" ("CSR Policy") which is based on the relevent provisions of the Companies Act, 2013 and the rules framed thereunder and the same has been uploaded on the Company's website http://www.itdcem.co.in/wp-content/ uploads/2017/06/CSR_Policy.pdf.

Sl. No. Name of Director Designation / Nature of
Directorship
Number of meetings of
CSR Committee held
during the year
Number of meetings of
CSR Committee attended
during the year
1. Mr. Piyachai Karnasuta Chairman/ Non- Executive
Non-Independent Director
3 3
2. Mr. D. P. Roy Member/ Non-Executive
Independent Director
3 3
3. Mr. Santi Jongkongka Member /Executive Vice
Chairman- Whole-time Director
3 3
4. Mr. Jayanta Basu Member/Managing Director 3 3

2. Composition of CSR Committee:

  1. Provide the web-link where Composition of CSR committee, CSR Policy https://www.itdcem.co.in/ and CSR projects approved by the board are disclosed on the website investors/company-policies/ of the Company: https://www.itdcem.co.in/

about-us/csr/

  • 4. Provide the details of Impact assessment of CSR projects carried out in Not applicable pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).
  • 5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

| | Sl. No. | Financial Year | Amount available for set-off from preceding
financial years (in ) | Amount required to be set-off for the<br>financial year, if any (in) | | | | | |
|----|---------|-----------------------------------------------------------------------------|------------------------------------------------------------------------|------------------------------------------------------------------------|--|--|--|--|--|
| | 1 | | | | | | | | |
| 6. | | Average net profit of the Company as per section 135(5).
9,509.21 Lakh | | | | | | | | | 7. | (a) | | Two percent of average net profit of the Company as per section 135(5) | 190.18 Lakh | | | | | |
| | | or activities of the previous financial years. | (b) Surplus arising out of the CSR projects or programmes | Nil | | | | | |
| | (c) | | Amount required to be set off for the financial year, if any | Nil | | | | | |
| | (d) | | Total CSR obligation for the financial year (7a+7b-7c). | ` 190.18 Lakh | | | | | |

8. (a) CSR amount spent or unspent for the financial year:

Amount Unspent (` in Lakh)
Total Amount Spent for the Total
Amount
transferred
to Unspent
Amount transferred to any fund specified under
Financial Year. (` in Lakh) CSR Account as per Section 135(6) Schedule VII as per second proviso to Section 135(5)
Amount Date of transfer Name of the Fund Amount Date of transfer
` 215.18 Lakh \$ Nil Not applicable Not applicable Nil Not applicable

This expenditure includes an unspent amount of ` 25 Lakh pertaining to the FY 2019-20, which was spent in the FY 2020-21.

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl.
No.
Name
of the
Project
Item from
the
list of
activities in
Schedule
VII to the
Act
Local
area
(Yes/
No)
State Location of the
project
District
Project
duration
Amount
allocated
for the
project
(in<br>Lakh) | Amount<br>spent in<br>the<br>current<br>financial<br>Year<br>( in
Lakh)
Amount
transferred
to Unspent
CSR Account
for the
project as
per Section
135(6)
(` in Lakh)
Mode of
Implementa
tion -
Direct
(Yes/No)
Name Mode of
Implementation -
Through Implementing
Agency
CSR
Registration
number
1. NOT APPLICABLE

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8)
Sl.
No.
Name of the Project Item from
the list of
activities in
Schedule
VII to the
Local
area
(Yes/No)
Location of the project Amount
Mode of
spent
Implementation -
for the
Direct
project
(Yes/No)
(` in
Mode of
Implementation -
Through
Implementing
Agency
Act State District Lakh) Name CSR
Registration
number
1. Financial contributions to:
(i)
Samaritan Help Mission,
Howrah School, and
(ii) Parivaar Education Society,
Kolkata, West Bengal.
in
respect
of
providing
development
opportunities
to the poor and needy slum
children
with
emphasis
on
young girls.
(ii) Yes West Bengal
West Bengal
Howrah
Kolkata
12.00
13.00
Yes
Yes
N.A.
N.A.
N.A.
N.A.
2. Financial
contribution
to
Rashtra Sant Tukdoji Charitable
Cancer Hospital and Research
Center towards construction
of upcoming Cancer Hospital
near Nagpur Metro Project Site,
Nagpur.
(i) Yes Maharashtra Nagpur 25.00 Yes N.A. N.A.
3. Financial
contribution
to
West Bengal State Disaster
Management Authority towards
Disaster of Amphan Cyclone
impact & CSR support, West
Bengal.
(xii) Yes West Bengal Kolkata 75.00 Yes N.A. N.A.

(1) (2) (3) (4) (5) (6) (7) (8)
Sl.
No.
Name of the Project Item from
the list of
activities in
Schedule
VII to the
Local
area
(Yes/No)
Location of the project Amount
spent
for the
project
(` in
Mode of
Implementation -
Direct
(Yes/No)
Mode of
Implementation -
Through
Implementing
Agency
Act State District Lakh) Name CSR
Registration
number
4. Construction of toilets for girl &
boy students of Zilla Parishad
School
in
Village
Gorhe,
Khadakwasla, Pune.
(ii) Yes Maharashtra Pune 5.00 Yes N.A. N.A.
5. Providing laptops, projectors
and printer cum xerox machines
for online education and other
educational exposures through
internet and digital learning,
amounting to ` 5 Lakh each
to the following schools near
the
Company's
Bangalore
Metro Project site, viz. (i) Sri
Yoginarayana
Educational
Society, Bangalore; (ii) New
Brilliant School, Bangalore; (iii)
Madonna School, Bangalore,
and (iv) Lowry Memorial Higher
Secondary School, Bangalore.
(ii) Yes Karnataka Bangalore 20.00 Yes N.A. N.A.
6. Providing
computers,
digital
aided tools and learning to
Shashank Prathmik Madhyamik
Vidyalaya, Aadharvadi Kalyan,
Vadeghar Road, Samor Taluka,
Thane.
(ii) Yes Maharashtra Thane 20.18 Yes N.A. N.A.
7. Financial
contribution
to
Veermata Jijabai Technological
Institute -Technology Incubator
for
the purpose of creating
Technology
incubator
infrastructure located within
academic institution.
(ix) Yes Maharashtra Mumbai 20.00 Yes N.A. N.A.
8. Providing
the
fishermen
communities in the villages
of Manappadu, Alanthalai and
Kallamozhi, Tamil Nadu, who are
in indigent condition and whose
livelihood
have
completely
stopped due to outbreak of
COVID-19
pandemic,
with
essentials required for their day
to day livelihood (out of unspent
amount of FY 2019-20)
TOTAL
(xii) Yes Tamil Nadu Tuticorin 25.00\$
215.18\$
Yes
Yes
N.A.
N.A.
N.A.
N.A.

\$ This expenditure includes an unspent amount of ` 25 Lakh pertaining to the FY 2019-20, which was spent in the FY 2020-21

(d) Amount spent in Administrative Overheads Nil
(e) Amount spent on Impact Assessment, if applicable Nil
(f) Total amount spent for the Financial Year ` 215.18 Lakh

(8b+8c+8d+8e)

(g) Excess amount for set off, if any

Sl. No. Particular Amount (` in Lakh)
(i) Two percent of average net profit of the Company as per section 135(5) 190.18
(ii) Total amount spent for the Financial Year 215.18\$
(iii) Excess amount spent for the financial year [(ii)-(i)] Nil
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous
financial years, if any
Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Nil

\$ This expenditure includes an unspent amount of ` 25 Lakh pertaining to the FY 2019-20, which was spent in the FY 2020-21

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl.
No.
Preceding
Financial
Year
Amount
transferred
to
Unspent CSR
Amount spent
in the
reporting
Amount transferred to any fund
specified under Schedule VII as per
Section 135(6), ifany
Amount
remaining to
be spent in
Account under
Section 135
(6) (in Lakh) | Financial Year<br>( in Lakh)
Name
of the
Fund
Amount
(in Lakh) | Date of transfer | succeeding<br>Financial Years<br>( in Lakh)
1. 2019-20 Not applicable 25.00 Nil
2. 2018-19* Not applicable Not applicable Not applicable Nil
3. 2017 Not applicable Not applicable Nil
TOTAL

* (15 month period ended)

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl.
No.
Project
ID
Name
of the
Project
Financial
Year in which
the project was
commenced
Project
duration
Total amount
allocated for
the project
(in Lakh) | Amount spent<br>on the project<br>in the reporting<br>Financial<br>Year ( in Lakh)
Cumulative amount
spent at the end of
reporting Financial
Year (` in Lakh)
Status of the
project -
Completed
/Ongoing
1. NOT APPLICABLE
  1. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details): None

  • (a) Date of creation or acquisition of the capital asset(s): Not Applicable
  • (b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable
  • (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: Not Applicable
  • (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): Not Applicable
    1. Specify the reason(s), i f the Company has failed t o spend two per cent of the average net profit as per section 135(5): Not Applicable

Jayanta Basu Managing Director Piyachai Karnasuta Chairman of CSR Committee

Date: May 28, 2021

Annexure 4

Extract from Nomination and Remuneration Policy

In terms of Nomination and Remuneration Policy of the Company, present members of Nomination and Remuneration Committee are comprised of Ms. Ramola Mahajani (Chairperson), Mr. Sunil Shah Singh and Mr. Piyachai Karnasuta.

  1. The Nomination and Remuneration Committee is applicable to:

Directors (Executive and Non-Executive)

Key Managerial Personnel

Senior Management Personnel

2. Role and Functions of the Committee relating to Nomination:

  • a) Review the Board structure, size and composition and make recommendations to the Board in this regard;
  • b) To identify persons who are qualified to become directors (including appointments to committees) and who may be appointed in Senior Management in accordance with the criteria laid-down, recommend to the Board their appointment and removal and to specify the manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance;
  • c) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
  • d) To recommend to the Board plans for succession, in particular, of the Managing Director, the Executive Directors, Key Managerial Personnel and Senior Management Personnel;
  • e) To evaluate the performance of the Board and Senior Management Personnel on certain predetermined parameters as may be laid down by the Board as part of the self-evaluation process;
  • f) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
  • g) recommend to the Board, all remuneration, in whatever form, payable to senior management;
  • h) devising a policy on diversity of Board of Directors.

  • Functions and Responsibilities of the Committee relating to Remuneration:

The functions and responsibilities of the Committee in relation to remuneration will be as under:

3.1 Relating to the Company:

  • The Committee to formulate and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management.
  • The Committee while formulating the above policy shall ensure that –
  • (a) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
  • (b) relationship of remuneration to performance be clear and meets appropriate performance benchmarks; and
  • (c) remuneration to Directors, Key Managerial Personnel and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
  • Evaluate and approve the Company's remuneration plan, annual salary increase principles and budgets, policies and programs such as succession planning, employment agreements, severance agreements and any other benefits.
  • Review progress on the Company's Leadership development programs, including for promotion to the board, employee engagement initiatives and employee surveys.
  • Evaluate issues pertaining to the appointment of and remuneration payable to Senior Management Personnel.
  • Evaluate terms and conditions relating to the Annual and Long Term Incentive Plans of the Company including plan design, supervision and payouts.

  • Consider and approve matters relating to normal retirement plans, Voluntary Retirement and Early Separation Schemes for employees of the Company.
  • 3.2 Relating to the Performance and Remuneration of the Executive Vice Chairman, Managing Director, Executive/ Whole time Directors, Key Managerial Personnel and Senior Management Personnel:
  • Establish key performance metrics to measure the performance of the Executive Vice Chairman, Managing Director, Executive/ Whole time Directors, Key Managerial Personnel and Senior Management Personnel including the use of financial, non-financial and qualitative measures.
  • Evaluate Senior Management Personnel team performance regularly to strengthen the cumulative annual assessment and to provide timely feedback to the assessed individuals.
  • Review and recommend to the Board the remuneration and performance bonus or commission of the Executive Vice Chairman, the Managing Director, Executive/ Whole time Directors, Key Managerial Personnel and Senior Management Personnel.

3.3 Relating to the Performance and Remuneration of the Non-Executive Directors:

• Define the principles, guidelines and process for determining the payment of commission to non-executive directors of the Company.

4. Other Functions:

Perform such other activities within the scope of this Policy as may be requested by the Board of Directors or under any regulatory requirements.

5. Nomination Duties:

Evaluating the performance of the Board members and Senior Management in the context of the Company's performance from business and compliance perspective.

6. Remuneration Duties:

The duties of the Committee in relation to remuneration matters include:

  • a) to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board;
  • b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company;
  • c) to consider any other matters as may be requested by the Board;
  • d) professional indemnity and liability insurance for Directors and Senior Management.

Annexure 6

FORM No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To, The Members, ITD Cementation India Limited National Plastic Building, A- Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai - 400057

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ITD Cementation India Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information to the extent provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and the Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2021, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of:

  • (i) The Companies Act, 2013 (the Act) and the rules made thereunder;
  • (ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
  • (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

  • (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

  • (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act')
  • (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
  • (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)
  • (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)
  • (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)
  • (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)
  • (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

  • (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period)
  • (vi) Other laws applicable specifically to the Company namely:
  • 1) The Contract Labour (R&A) Act, 1970 and Rules made thereunder
  • 2) The Building & Other Construction (RE&CS) Act, 1996 and Rules made thereunder
  • 3) The Inter-state Migrant Workmen Act, 1976 and Rules made thereunder
  • 4) The Explosive Act 1884 and Rules made thereunder
  • 5) Air (Prevention and Control of Pollution) Act, 1981 and Rules made thereunder
  • 6) Water (Prevention and Control of Pollution) Act, 1974 and Rules made thereunder
  • 7) The Maharashtra Municipal, Councils, Nagar Panchayats and Industrial Townships Act
  • 8) The Factories Act, 1948 and Rules made thereunder

We have also examined compliance with the applicable clauses of the following:

  • (i) Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings.
  • (ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. No changes in the composition of the Board of Directors took place during the period under review.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period of the Company no events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

For Parikh & Associates Company Secretaries

P. N. Parikh

Partner FCS No: 327 CP No: 1228 UDIN: F000327C000387527

Place: Mumbai Date: May 28, 2021

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

'Annexure A'

To, The Members ITD Cementation India Limited

Our report of even date is to be read along with this letter.

    1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
    1. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
    1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
    1. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
    1. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
    1. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries

P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327C000387527

Place: Mumbai Date: May 28, 2021

MANAGEMENT DISCUSSION AND ANALYSIS Annexure 7

COMPANY OVERVIEW

ITD Cementation India Limited is a leading Engineering, Procurement and Construction (EPC) player in the Heavy Civil Engineering and Infrastructure industry. It has been adding value to these core segments for nearly nine decades in India. ITD Cementation India Limited has made qualitative and distinctive contribution in areas of design, engineering and construction of large-scale projects. Throughout its long journey, the Company has drawn inspiration from its holding parent companies in Europe and South East Asia. It has imbibed their best practices in areas such as technology, plant & machinery, work methods and industrial expertise within its operational domain.

The Company for years, has executed several large infrastructure construction projects across the nation. It has delivered high-quality projects across all domains comprising of Maritime structures, Mass Rapid Transit Systems including Elevated corridors, Underground metro stations, buildings and tunnels, Industrial structures including Airport terminal buildings and technological buildings, Hydro electric power plants with Dams, Irrigation projects and Micro Tunneling works within the cities, Foundation and Specialist Engineering works with reclamation and ground improvement. Today, the Company is one of the most dependable engineering and construction companies with offices across India and an overseas office in Myanmar. Its commitment, reliability and quality in delivering projects that ITD Cementation India Limited is playing a crucial role in nation building.

GLOBAL ECONOMY

The very mention of the year 2020 conjures up terms like 'challenges, crises and crunch'. But then, it also brings up responses like 'resilience, resolve and reflect' to the mind. As the Covid-19 pandemic swept the world, precautionary measures led to closure of borders. This led to a standstill in international trade and capital flows dried up. The global economy had to endure recessionary pressures. Industries such as aviation, shipping, tourism and retail were those amongst the severely impacted. Similarly, oil & gas, automotive, commodities and infrastructure industries were also significantly affected. However, considering India's vision to change the infrastructure landscape of the nation, the Government's intent of reviving the industry remains high on priority. Today, factors like low interest rates, reopening of economies, stronger commodity demand along with higher FDIs pumped into the emerging economies, among others, makes the picture ahead substantially more optimistic. This optimism is despite the unlikeliness of international travel rebounding anytime soon. The flow of goods, capital and information have largely stabilised, recovered or even grown over the last year. It was the combined effort by the central banks, Governments, frontline workers, pharmaceutical, healthcare companies among others who diligently aided in controlling an imminent financial and health crisis. However, the result of these actions has been uneven, with K-shaped recoveries emerging within and across countries. Going forward, the growing hope, associated with vaccine rollouts will underpin the business confidence while paving way for growth in economy.

(Source: https://bit.ly/2S1VNjY)

GDP Projections (%)

(Source: https://bit.ly/3vnOLEE)

INDIAN ECONOMY

The Indian Government had envisioned making our economy worth \$5 trillion by 2024-25. However, the outbreak of Covid-19 early last year has only pushed this ambitious target to 2030. (Source: https://bit.ly/3u0itiB). The Governmentimposed lockdowns in the Q1 FY 2020-21 brought production and consumption to a standstill and according to CMIE, the average household income fell by 12%. Lockdowns, however, helped keep a check on the rise in cases initially in the world's second-most populated country.

(Source: https://www.cmie.com/kommon/bin sr.php?kall=warticle &dt=2021-03-29%2015:17:23&msec=263)

The economy's re-opening along with the Government's relief package and the Reserve Bank of India's (RBI) accommodative monetary policy stance, helped the country get through a depressing Q1 FY 2020-21. During this period, almost all sectors barring agriculture witnessed contraction. During these tough times owing to the pandemic, the Government initially announced a special economic relief package of 20 Lakh Crore under Aatmanirbhar Bharat campaign. This set the momentum for corporate India to source locally, produce within the borders and increase exports. It also encouraged users to consume 'Made in India' products. The Q2 FY 2020- 21 showed signs of recovery from record falls as Business Assessment Index, released by the RBI in October 2020, increased from 55.3 in Q1 FY 2020-21 to 96.2 in Q2 FY 2020- 21. The recovery continued in Q3 FY 2020-21 and in Q4 FY 2020-21 and almost all sectors witnessed growth led by the festive season. After two consecutive quarters of contraction, India's GDP growth turned positive to 0.3%. In Q4 FY 2020- 21, important indicators such as employment rate improved from 9.06% in December 2020 to 6.5% in March 2021 (Source: <https://unemploymentinindia.cmie.com/>). GST collections crossed 1 Lakh Crore mark for the sixth consecutive month in March 2021 (Source: http://gstcouncil.gov.in/gst-revenue). Manufacturing PMI expanded for the seventh consecutive month to 57.5 in February 2021. While, in March 2021 the PMI contracted to 55.4 because of sudden spike in COVID cases. Forex reserves witnessed an increase to \$582 billion during the month of March 2021 (Source: https://bit.ly/3dYWTWf). This further presented a scope for the RBI to freely frame the monetary policies. On March 11, 2021, the Railways freight surpassed last year's cumulative level of 1145.61 mt (Source: https://bit.ly/3nvASli). All these recoveries happening across the broader spectrum of economic indices are likely to help India march ahead on its recovery charter. Currently, India is witnessing a V-shaped recovery and is likely to post a GDP growth rate of 9.5% in 2021-22 after contracting by 7.3% in FY 2020-21, as estimated by the Reserve Bank of India. The growth projections are likely to stand true on the back of India's rising mobility, privatisation and strong financial impetus of ` 5.54 Lakh Crore provided by the Government in the Union Budget 2021-22 (Source: https://bit.ly/3aLMzie). Other factors, such as opening up of the market and privatisation, is also likely to make India a better destination for investment. Despite the upcoming opportunities, there are some concerns owing to commodity cost inflation, rising crude oil prices or any resurgence in Covid-19 cases, which might delay the Indian economy's recovery in the near to medium term.

INDIAN CONSTRUCTION SECTOR

The Indian construction sector broadly comprises of urban infrastructure, ports, irrigation, civil aviation, roads (highways and bridges), railways, shipping, coastal waterways, oil and gas refineries, water transportation and other segments. This core sector contributes around 9% to India's GDP.

(Source: https://www.investindia.gov.in/sector/construction)

Earlier during the FY 2020-21, the sector was impacted by supply-side issues such as manpower mobilisation and raw material procurement owing to the Covid-19-induced lockdowns. As the situation improved, sectoral players ramped up the work, resulting in recovery and execution of the pending projects. This estimation is on the back of lower base, reasonable labour costs and more importantly, in sync with the overall pattern of Indian economic growth estimated for the next fiscal. With this, India is expected to become the third largest construction market by 2022 globally.

Outlay of ` 5.5 trillion in Union Budget 2021

(Source: Union Budget 2021)

National Infrastructure Pipeline (NIP)

The Government launched the National Infrastructure Pipeline (NIP) programme for 2019-2025 in December 2019. The programme was aimed at scaling up infrastructure investments in various sectors across the country. This placed significant thrust on monetisation of assets, to raise funds required for the projects. The Government has also set-up a 'Development Finance Institution (DFI)' for long-term financing. The NIP, which was initiated with 6,835 projects, has now expanded to over 7,600 projects (Source: https:// indiainvestmentgrid.gov.in/national-infrastructure-pipeline). From the total of 111 Lakh Crore investment envisaged under NIP by the year 2024-25, 44 Lakh Crore projects are under implementation.

Ministry Department (` Crore) FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25
Energy 233,607 441,522 442,372 468,134 497,768 466,821
Roads 332,559 383,283 356,966 252,780 240,761 332,659
Railways 133,387 262,465 308,800 273,831 221,209 167,870
Ports 13,357 18,104 20,649 15,863 7,724 10,002
Airports 18,667 21,655 24,820 21,334 25,386 5,141
Urban infrastructure* 298,174 462,208 404,134 234,858 217,164 159,862
Irrigation 114,463 200,615 175,669 137,358 115,281 70,474
Rural infrastructure 140,313 176,803 210,811 111,877 107,057 27,055
Digital infrastructure 78,356 61,847 54,538 38,719 38,119 38,093
Agriculture
&
food
processing
infrastructure
3,570 3,895 3,626 1,923 1,176 649
Social infrastructure 56,608 78,315 85,044 55,314 46,147 25,945
Industrial infrastructure 19,070 43,066 44,845 35,129 23,021 10,520
Total (` Crore) 1,442,131 2,153,779 2,132,274 1,647,122 1,540,813 1,315,091
Capex as a % of Nominal GDP 7.1% 11.3% 10.0% 6.9% 5.8% 4.4%

Capital Outlay under National Infrastructure Plan

(Source: https://bit.ly/3t2KEfA)

Note: *AMRUT, SMART Cities, MRTS, affordable housing, Jal Jeevan Mission.

URBAN RAIL

Growing urban population and private vehicles remain a problem for the metropolitan cities, leading to traffic congestions. This builds a strong case in favour of multimodal transport infrastructure for sustainable mobility. Among all, metro rail holds the potential to bring in vast changes, whether it is in terms of energy consumption, space occupancy or number of passengers transported. Acknowledging the varied advantages, the Government of India fast tracked the development and extension of metro rail network across the country. As per the recent Union Budget, an allocation of ` 18,998 Crore towards Mass Rapid Transportation Systems (MRTS) and metro rail projects was declared – constituting an increase of 17.5% for FY 2021-22 over FY 2020-21. (Source:https://bit.ly/3vlh3Q0)

As on March 31, 2021, a total of 3,017.4 km of metro has been planned, 752 km of metro is operational and another 739.3 km is under construction. (Source: https://urbantransportnews. com/page/metro-rail-projects-in-india). These projects span across India, majorly covering the metro cities and major towns owing to very high ridership and 'Per Hour Per Direction Traffic (PHPDT)'. Though conventional metros will remain dominant, lighter modes such as monorails will make their way to smaller cities. These alternatives are considered as effective options to conventional metro rail as they require minimal operating space, both horizontally and vertically.

As one of the highly efficient players in this space, ITD Cementation India Limited is working on urban infra projects, underground and elevated metros. At present, the Company is working with Mumbai Metro, Kolkata Metro, Bengaluru Metro and Nagpur Metro.

NIP Opportunities

(Source: https://indiainvestmentgrid.gov.in/opportunities/ nip-projects/transport)

List of Approved Projects in India

Immediate opportunities for construction sector in India

City & State Network Length
Patna Metro 30.91 km
Delhi Metro Phase 4 65.1 km
Chennai Metro Phase 2 118.9 km
Bangalore Metro Phase 2 73.921 km
Kolkata Metro 16 Km
Lucknow Metro Phase 2 & 3 74 Km
Indore Three-line Metro 33.5 Km

List of Proposed Metro Projects in India

City & State Proposed
Network Length
Coimbatore Metro, Tamil Nadu 136 km
Guwahati Metro, Assam 61.40 km
Jammu Metro, J & K UT 43.5 km
Prayagraj Metro, Uttar Pradesh 42 km
Raipur Metro, Chhattisgarh 45 Km
Srinagar Metro, J & K UT 25 km
Uttarakhand Metro, Uttarakhand 58 km
Varanasi Metro, Uttar Pradesh 29.235 km
Vijayawada Metro, Andhra Pradesh 66.2 km
Visakhapatnam Metro, Andhra Pradesh 77.91 km
Surat Metro Phase I 40.35 Km

(Source: https://themetrorailguy.com/metro-rail-projects-inindia/)

(https://bit.ly/3tZOSWB)

(https://www.metrorailnews.in/mpmrcl-invites-bid-forconstruction-of-9-metro-stations-on-line-3-of-indore-metro/)

With its experience and expertise, ITD Cementation India Limited has already established itself as one of the leading companies in construction of urban metro rail and related space. The Company is well positioned to tap the forthcoming opportunities.

Ports and Marine

India forms the core of vital shipping routes covering a majority of the subcontinent. It is surrounded by water on 3 sides – flanked by the Bay of Bengal to the East, the Arabian Sea to the West and the Indian Ocean to the South. Today, it comprises of 12 major and 200+ non-major ports. Together, these ports cover a sprawling 7,500 km-long coastline – making India the world's 16th largest maritime country. (Source: https://bit.ly/3sXsyeT)

The major ports handle about 60% of the country's total cargo traffic. Capacity constraints at some of the key Indian ports have led to pressure from the associated stakeholders for opening up the sector and develop suitable infrastructure. Traffic handled on the Indian ports increased from 1,052 million tonnes in FY 2014-15 to 1,246 million tonnes in FY 2020-21. This growth in traffic has been led by the increasing demand for coal, fertilisers and POL (petroleum, oil and lubricant) products in the Country.

NIP opportunities

(Source: https://indiainvestmentgrid.gov.in/opportunities/ nip-projects/transport)

India has undertaken a slew of measures in the last few years entailing the Production-Linked Incentive (PLI) scheme, Merchandise Exports from India Scheme (MEIS), Remission of Duties and Taxes on Exported Products (RoDTEP) to increase exports. These measures can help boost exports

and thereby lead to higher traffic at the ports. Besides, to avoid saturation of the existing ports, the Government has built a roadmap to increase the Indian port capacity from 1,550 MTPA currently, to 3,300 plus MTPA by 2025. However, all these schemes and plans must be backed by investment in ports and marine infrastructure. Therefore, the Government has identified as many as 574 projects, entailing a cost of ` 600,000 Crore, under its enterprising Sagarmala Programme, to strengthen seaports (Source: http://www. businessworld.in/article/PM-Says-82-Billion-Being-Invested-In-Ports/02-03-2021-382666/). This programme will enhance the port connectivity to the hinterland, optimise cost and time of cargo movement through multi-modal logistics solutions. Similarly, in an effort to make India a preferred trade destination, the Government plans to invest in inland navigation with an aim of making 23 waterways operational by 2030.

Theme Total Completed Under Implementation
No. of projects Project cost
(Crore) | No. of projects | Project cost<br>( Crore)
No. of projects Project cost
(` Crore)
Port Modernisation 236 118,352 68 22,551 70 36,998
Port Connectivity 235 235,528 35 5,803 94 119,360
Port Led Industrialisation 35 240,234 2 512 17 151,745
Coastal Community
Development
68 7,369 16 1,362 20 945
Total 574 601,483 121 30,228 201 309,048

SEA OF OPPORTUNITIES UNDER SAGARMALA PROGRAMME

(Source: http://sagarmala.gov.in/projects/projects-under-sagarmala)

ITD Cementation India Limited is one of the leading companies for construction of jetties and service platforms, quays, berths on concrete and steel piles as well as solid gravity type wharf structures, ship lifts, dry docks, wet basins, inclined berths and breakwater among others. It builds jetties to handle liquid and solid cargo, wharfs, berths and quays for operating containers. The Company's capabilities, equipment resource and experience to construct a wide variety of high value and complex maritime structures, makes it stand out compared to its peers. Within this segment, the Company at present is executing major projects such as captive coal jetty, break water and conveyor system for Udangudi Super Thermal Power Project, Tamil Nadu; multi-modal inland water terminal in Haldia in West Bengal; Projects in Dhamra, Odisha; Vizhinjam Port, Kerala; Krishnapatnam, Andhra Pradesh, marine infrastructure projects in Karwar, Karnataka and Andaman and Nicobar Islands; and a container terminal at Yangon, Myanmar.

AVIATION

The Government owned Airports Authority of India (AAI) manages 137 airports. It encompasses 24 international airports (including 3 international civil enclaves), 10 customs airports (including 4 customs civil enclaves), 80 domestic airports and 23 domestic civil enclaves at defence airfields. Low-cost carriers, FDI in domestic airlines, advanced information technologies and airport modernisation plans have led to the aviation infrastructure growth. Yet, there exists a significant scope for improvement and penetration of airports across India. (Source: https://www.aai.aero/en/ corporate/aai-today).

Major airport infrastructure work comprises engineering and construction of runway pavements, terminal buildings and ATC towers. Under the Union Budget 2020-21, the Government announced an ambitious plan to monetise airports across the country's Tier-II and Tier-III cities. This is anticipated to help accelerate infrastructure development in underserved areas and further strengthen regional air connectivity.

Between FY 2015-16 and FY 2019-20, India's passenger traffic has registered a Compounded Annual Growth Rate (CAGR) of 11.13%. However, in the wake of COVID-19, the overall passenger traffic plunged by 66% in FY 2020-21. (Source: https://www.thehindubusinessline.com/economy/ logistics/overall-passenger-traffic-plunged-66-in-fy21-aaidata-show/article34551663.ece). The freight traffic has clocked a CAGR of 5.32% during the same period. To cater to the rising air traffic, in early CY 2020, the Government announced its aim to develop 100 additional airports in the country by CY 2024. With the operations of domestic flights slowly and steadily reaching pre-Covid-19 levels, the airport development activities are expected to resume and progress.

(Source: https://www.ibef.org/industry/indian-aviation.aspx)

NIP Opportunities

(Source: https://www.investindia.gov.in/sector/aviation)

Opportunities in Airport Construction

    1. Navi Mumbai International Airport (construction ongoing)
    1. Jewar Noida International Airport (to be constructed)
    1. Dholera Gujarat International Airport (to be constructed)

(Source:https://centreforaviation.com/data/profiles/ newairports/navi-mumbai-international-airport

https://www.signatureglobal.in/blog/jewar-airportconnected-delhi-mumbai-expressway-booster-realty/

https://www.nbmcw.com/news/gujarat-goes-for-20-000-crdholera-airport-project.html)

As a part of modernisation programme and to enhance airport capacity and facilities at the existing airports, the Airports Authority of India (AAI) had awarded construction contract of the Integrated Passenger Terminal Building at Netaji Subhas Chandra Bose International (NSCBI) Airport in Kolkata to ITD – ITD Cem JV, a consortium of Italian Thai Development Public Company Limited and ITD Cementation India Limited.

In addition, ITD Cementation India Limited is currently upgrading the new passenger terminal buildings at Trichy Airport, Tamil Nadu and at Pune, Maharashtra. The Company's well-established credentials and experience, makes it a major player in bidding of the projects, while contributing to the country's aviation growth story.

ROAD TRANSPORT

Recognising the sector's potential, the Government provided a much needed financial thrust by allocating about 18% capital expenditure for road sector, under the 111 Lakh Crore National Infrastructure Pipeline (NIP). The recent budgetary outlay of 5.54 Lakh Crore towards infrastructure in 2021-22, places a great prospect for the road sector development.

National Highways Authority of India has sponsored InvIT that will attract international and domestic institutional investors. Five operational roads with an estimated enterprise value of ` 5,000 Crore are being transferred to the NHAI InvIT.

ITD Cementation India Limited has the necessary expertise to take up construction of complex bridges and tunnels. It has been constructing flyovers, underpasses and complex bridges such as the six-laning of the Pune-Satara Road (NH 4) and the elevated road at Noida.

(Source:http://www.aftes.asso.fr/doc\gd\_public/actu\ document/Conference\_Tunnel%20Construction%20in%20 India.pdf)

RAIL TRANSPORT

The Indian Railways network, spread across 126,366 track km over a 67,415 km route, is the fourth largest in the world. It runs 13,452 passenger trains and 9,141 freight trains plying over 230 Lakh passengers and transporting 3 million tonnes (MT) of freight on an average daily respectively, from about 7,349 stations. This remarkable scale makes the Indian Railways one of the major contributors to jobs, GDP and mobility. (Source:https://bit.ly/3eGGJjq).

During the pandemic induced lockdowns, travel restrictions allowed the Indian Railways to undertake several station redevelopment and improvement projects. Benefitting from lesser traffic blocks, the Indian Railways completed over 350 critical and long pending major bridge and track work. Some of these had been long pending for several years owing to high traffic density. With an aim to further boost the rail infrastructure, the Indian Railways plans to complete 56 key existing projects over the 26-months period, starting February 2021. (Source:https://bit.ly/3xw0ItT).

NIP Opportunities

(Source: https://www.investindia.gov.in/sector/aviation)

After CY 2014, the capital expenditure in railways scaled up vastly to overcome any infrastructure deficiency in the railways. Even in the Union Budget FY 2021-22, the Government allocated 1.1 trillion for the Indian Railways. Out of this, a sum of 1.07 trillion, has been allocated towards the expansion of the Indian rail infrastructure. Besides, the Indian Railways is working intensely to create a dedicated freight corridor. This will help the Government increase modal share of its freight business from the current 33% to 40%. Moreover, other contributing factors such as rising urbanisation, growing industrialisation and private sector participation also augur well for the railway infrastructure. Other opportunities arising from the segment include the high-speed railway such as the Mumbai-Ahmedabad Bullet Train project.

National High Speed Rail Corporation Limited (NHRS) has already sanctioned the feasibility studies for seven more high-speed rail corridors which include Delhi-Ahmedabad, Delhi-Amritsar, Varanasi-Howrah, Delhi-Varanasi, Mumbai-Hyderabad, Mumbai-Nagpur and Chennai-Mysore. Going forward, these projects will be available for bidding for the construction of elevated and underground structures, terminal building and complex bridges. Considering the complexity involved in the construction of bridges and tunnels, there is great opportunity for infrastructure companies possessing the know-how to take-up such projects.

(Source: https://bit.ly/3dX4Lre)

ITD Cementation India Limited is well positioned to participate in the future growth of this segment. The Company has the necessary expertise to build complex bridges and tunnels. It is currently involved in several tunnel packages of construction on the Sivok (West Bengal) to Rangpo (Sikkim), new singleline BG Railway Line Project, construction of steel bridge over river Ganga in Allahabad between Jhusi and Daraganj stations. It is further pursuing opportunities in the northern and north-eastern states of India, as several opportunities are coming up in railway projects.

HYDROELECTRIC POWER

India has potential to generate 150,000 MW of hydropower. The country's total installed base now stands at over 50 Gigawatt (GW). (Source: https://bit.ly/3t09Xz4). Additionally, over a thousand large dams in India will roughly turn 50 years old in 2025. This includes the ones with hydropower as primary function – entailing a great opportunity for the sector.

The Company is involved in activities related to construction of hydroelectric projects. It is also engaged in drilling and grouting of dams. It has undertaken many small and medium-sized hydroelectric projects successfully. Further, the Company is looking at hydro projects opportunities in the north-eastern and Himalayan regions.

IRRIGATION

Irrigation is vital for India as it helps maintain landscapes and rejuvenate disturbed soils in dry areas and during periods of less than average rainfall.

Considering its importance, the Government has allocated ` 10,000 Crore towards irrigation projects in the Union Budget of 2021-22. ITD Cementation India Limited has to its credit, several irrigation projects including dams, tunnels and other associated civil structures. Currently, the Company is executing water-conveyor system consisting of lined gravity canal/tunnels for the Telangana Government.

(Source:https://www.indiabudget.gov.in/doc/Budget\_ Speech.pdf)

WATER & WASTE WATER

The Indian Government had launched a campaign for water conservation and water security named Jal Shakti Abhiyan in 2019. The campaign is focussed towards waterstressed districts. The campaign entails water conservation and rainwater harvesting, renovation of traditional and other water bodies/tanks, reuse and recharge structures. In the recent Union Budget, the Government has allocated ` 69,053 Crore. ITD Cementation India Limited has experience in executing water projects and is engaged in several projects, including laying of trunk sewer along James Long Sarani in Kolkata by micro-tunnelling method; laying sewage trunk main by micro-tunnelling method for Ahmedabad Municipal Corporation, development of S & D Network in Churial Extension Canal sub-basin, among others.

(Source: https://prsindia.org/budgets/parliament/demandfor-grants-2021-22-analysis-jal-shakti)

INDUSTRIAL CIVIL WORKS

Industrial civil works involve the design, construction and maintenance of the critical healthcare, school infrastructure, manufacturing capacities and administrative buildings. The success in this space can be measured using the Index of Industrial Production (IIP) as an indicator. The IIP declined by 8.6% between April 2020 and March 2021 period, as compared to the previous year. (Source: http://mospi.nic. in/sites/default/files/iip/iipmar21.pdf). It turned positive in September with declining Covid-19 cases in India and the Government's easing of lockdown. The Government's high allocation of funds for critical infrastructure will open the gates for fresh projects and replace the ageing ones.

ITD Cementation India Limited is actively contributing to industrial infrastructure constructions, including civil works for refineries, petrochemicals, power plants, steel and fertiliser plants, institutional buildings such as IITs, research centres, high court buildings, among others. It is constructing the General Pool Residential colony at Kasturba Nagar (Phase-I), New Delhi. The immediate opportunities in this segment includes metro depots, CPWD hospitals, warehouses, development of data centres and healthcare infrastructure.

RISK MANAGEMENT AND MITIGATION

ITD Cementation India Limited undertakes continuous monitoring of the operating environment to understand, evaluate and manage potential risks and threats that could affect the Company's operations.

Type of Risk Impact Mitigation
Business
Disruption due to
COVID 19
The operations of the Company were impacted by the
COVID 19 pandemic and the subsequent lockdown.
This also impacted the supply chain and resulted
in extended timelines for project completion. This
could lead to reduced margins and could impact the
overall scale of operations and growth
Drawing up of contingency plans and reviewing
them as per the changing circumstances.
Continued engagement with customers, lenders,
investors, vendors and suppliers.
Focus on cash flow management and improving
efficiency of working capital.
Cyber Security The COVID pandemic has resulted in a shift towards
increased digitisation and building up the required
infrastructure
for
working
from
home/remote
locations. This exposes the Company to the risk of
cyber attacks, loss/theft of data which could impact
the Company operations and financial losses.
The Company has in place systems and
processes to ensure the safety and security of
the digital assets and flow of information/data.
We also assimilate new age technologies and
solutions to mitigate the risk of cyber attacks.
Retention of Skilled
Manpower
Availability of skilled and experienced workforce
is a key requirement to ensure the success of any
organisation. Inability to retain employees can
significantly impact the Company's operations and
profitability.
The Company has a robust employee retention
and succession policy. The Company also has
systems in place to motivate the employees to
give their best to the Company and to provide a
safe and congenial working environment at all
our offices.
Impact of
Economic
Slowdown
Economic slowdown and changes in regulatory
framework and policies could impact the Company
operations
The Company has experience of many decades in
successfully completing a variety of construction
projects in India. We regularly review our order
book, execution strategies, upcoming project
opportunities and changes in the regulatory
environment and accordingly carve out our
strategies for growth.
Cost of Inputs
Including Material,
Labour and
Services
The Company requires materials such as steel,
cement and petroleum products etc, specialised
design services, skilled labour and service providers
to efficiently perform and execute its projects. The
prices and availability of these materials and services
depends on a number of domestic and international
factors. The availability and pricing of these materials
and services may vary resulting in our inability to
obtain the desired supplies and services in time and
at the budgeted cost thereby impacting the project
completion timelines and profitability.
The Company has long term relationships
with its key suppliers and service providers.
We also enter into long-terms contracts with
some vendors to ensure on-time delivery of the
required materials and services. Our contracts
with
customers
generally
have
escalation
clauses which compensate us for any variation
in the cost of inputs.

Type of Risk Impact Mitigation
Competition There are numerous domestic and international
players in the market leading to a potentially large
number of bidders for projects, which can lead to
reduced profit margins.
The Company enjoys a rich legacy of nine
decades of experience with foreign parentage.
As a result, our systems and processes are
based on global best practices learnt from our
overseas parent companies. We have also
developed strong and healthy relationships with
our clientele.
The Company has a proficient team backed by
skilled and experienced management, which
enables us to stay ahead of our competition.
Capital Risk The infrastructure industry in India is capital intensive
and requires support from the banking system for
working capital and bank guarantees and Letters of
Credit for material procurement. Non-availability of
banking support can impact the ability to win orders,
future growth and profitability.
The Company enjoys a healthy credit rating for
long-term and short-term banking facilities. The
Company has a strong balance sheet, renowned
foreign parent and is well regarded from a
corporate governance perspective.
The Company actively engages with all its lenders
and enjoys cordial relations with all.

Internal Control Systems and Their Adequacy

The Company's policies and procedures take into account the design, implementation and maintenance of adequate internal financial controls keeping in view the size and nature of business. The Company ensures strict adherence to processes documented in the manual, with well-defined systems and operating procedures (SOP). Based on the manual, authority is delegated across various managerial levels. The Company's internal controls are being audited by an external auditor.

The internal financial controls ensure the orderly and efficient conduct of its business. The Company keeps a close eye on business operations to ensure smooth functioning.

BUSINESS OUTLOOK

FY 2020-21 was impacted severely by the outbreak and continuance of Covid-19. The subsequent lockdowns and migration of labour affected project execution in Q1 and Q2. The Government of India and the RBI moved swiftly to provide fiscal and other incentives to industry. With the return of labour from Q2 and easing of the lockdown restrictions, economic activity including construction work saw an uptick. This was also aided by the pick-up in pent up demand during the festive season.

The Company demonstrated resilience through the tough times through improved project execution on one hand and robust order booking on the other. The increased thrust from the Government towards the infrastructure industry through an increase in the capital budget allocation in the current budget for the year 2021-22, is likely to help with further order inflows for the Company. While India is currently facing the 2nd wave of COVID, we believe it is but a matter of time before we overcome this situation and with the Government focus on infrastructure development we remain positive and bullish about the long-term outlook for the Company.

` 11,732 Crore

Order book as of March 2021

The Company's order book has grown consistently over the last few years and in the current year with major order wins in its areas of experience and expertise.

Our order book as at March 31, 2021 stands at 11,732 Crore (including our share in JV projects). The Company secured orders worth 2,812 Crore in FY 2020-21.

The Company is executing its first overseas project in Myanmar and is evaluating similar projects in nearby geographies including Sri Lanka and Maldives. ITD Cementation India Limited is focussed on scaling up its business through opportunities in the overseas markets, with a plan to further expand operations in its core sectors.

With the requisite experience, qualification, technical knowhow and resources at its disposal, the Company is well positioned to capitalise on these opportunities. The strategy to focus on high-performance work culture, technology, innovation and capex modernisation remains at the forefront to fulfil the expectations of all the stakeholders.

Financial Performance

Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from Operations (` in Lakh) 220,832 214,200 272,773 286,071
EBITDA (before exceptional item) (` in Lakh) 21,344 26,489 25,835 32,801
PAT (` in Lakh) 1,825 4,001 1,845 4,060
Return on Net Worth (%) 1.7 3.9 1.7 3.9
EPS (in `) 0.9 2.5 0.9 2.5
Debtors Turnover (days) 78 68 75 65
Interest Coverage Ratio 1.2 2.0 1.1 1.8
Current Ratio 1.1 1.2 1.1 1.2
Debt Equity Ratio 0.3 0.3 0.4 0.4
Operating Profit (%) 5.9 8.7 5.8 8.1
Net Profit (%) 0.8 1.9 0.7 1.4

Human Resources Development and Industrial Relations

Human resources are vital to drive an organisation towards its goals. People form the bedrock of a business, they propel growth while keeping the fundamentals intact. At ITD Cementation India Limited, the team is the cornerstone of every milestone the Company has achieved. With strength of 2,051 permanent employees and 3,699 contractual employees, the Company depends on its team's skills and hard work to execute each project. It pays special attention and maintains the highest standards of health and safety. The Company upskills its team to tackle complex engineering and construction projects. It has built several training and skill development programmes to enhance their skill sets. The aim is to foster a culture of adaptability, encouraging employees to willingly learn and improve everything they do. Moreover, the Company continuously acquires new talent. It also undertakes various steps to retain the existing ones and provide benefits as per their talent and requirement. The Company HR system is designed to empower employees, while enabling innovation within the workplace.

Disclosure of Accounting Treatment

The financial statements have been prepared in accordance with all applicable accounting standards.

Disclaimer

Certain statements in the MD&A section, concerning future prospects, may be forward looking statements, which involve a number of underlying identified/non-identified risks and uncertainties that could cause actual results to differ materially. In addition to the foregoing changes in the macro environment, global pandemic like Covid-19 may pose an unforeseen, unprecedented, unascertainable and constantly evolving risk(s), inter-alia, to the Company and the environment in which it operates. The results of these assumptions made, relying on available internal and external information, are the basis for determining certain facts and figures stated in the report. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based are also subject to change accordingly. These forward looking statements represent only the Company's current intentions, beliefs or expectations, and any forward looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward looking statements, whether as a result of new information, future events or otherwise.

REPORT ON CORPORATE GOVERNANCE Annexure 8

1. Company's Philosophy on Code of Governance:

Your Company believes that good corporate governance is an important constituent in enhancing stakeholder value. The corporate governance framework oversees business strategies and ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. The Company's corporate governance structure plays a pivotal role in realizing this long term goal.

Your Company has in place processes and systems whereby the Company complies with the requirements of Corporate Governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time ("Listing Regulations"). Your Company is therefore committed towards setting highest standards of Corporate Governance while fulfilling its responsibility towards the community and environment in which it operates, towards its employees and business partners and towards society in general, thereby benchmarking itself with the best in class practices and creating a strong legacy of ethical governance practices.

2. Board of Directors

(i) Composition

The Board has an optimum combination of Executive and Non-Executive Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations. As on March 31, 2021, the Company has seven (7) Directors with Chairman being a Non-Executive Director. Of the remaining six (6) Directors, four (4) are Non- Executive Independent Directors and two (2) are Executive Directors.

(ii) The names and categories of the Directors on the Board, their attendance at Board Meetings and at the Annual General Meeting held during the year and the number of Directorships and Committee Chairmanships/ Memberships held by them in other companies are given below:

Name of the Director Category No of Board Meetings
held during the year
Whether
Last AGM
attended on
September
23, 2020
No. of
Directorships
held in other
Indian Public
Limited
Companies
including as
an alternate
Director
Total No. of
Memberships/
Chairmanships
of Committees
of Directors held
in other Indian
Public Limited
Companies
Held Attended
Mr. Piyachai Karnasuta
(Chairman)
Non- Independent,
Non- Executive
5 5 Yes Nil Nil
Mr. Santi Jongkongka
(Executive Vice
Chairman)
Executive 5 5 Yes 1 Nil
Mr. Jayanta Basu
(Managing Director)
Executive 5 5 Yes 1 Nil
Mr. D. P. Roy Independent,
Non– Executive
5 5 Yes 1 1
Ms. Ramola Mahajani Independent,
Non– Executive
5 5 Yes 3 3
Mr. Sunil Shah Singh Independent,
Non– Executive
5 5 Yes 3 4
(includes 2
Chairmanship)
Mr. Pankaj I. C. Jain Independent,
Non– Executive
5 5 Yes 1 Nil
Sl No. Name of Director Name of the listed entities where
directorship is held
Category of such directorship
1 Mr. D. P. Roy -
Avendus Finance Private Limited
Independent, Non-Executive Director
2 Ms. Ramola Mahajani -
Ravalgaon Sugar Farm Limited
-
Tulip Star Hotels Limited
-
Acrow India Limited
Independent, Non-Executive Director
3 Mr. Sunil Shah Singh -
Kirloskar Industries Limited
-
Kirloskar Pneumatic Company Limited
-
Kirloskar Oil Engines Limited
Independent, Non-Executive Director

The details of the directorship held by the Directors in other listed entities:

(iii) Number of Board meetings held, dates on which held

Five (5) meetings of the Board were held during the year ended March 31, 2021. The dates on which the meetings were held are as follows: June 17, 2020, September 15, 2020, November 10, 2020, January 22, 2021, and February 11, 2021.

  • (iv) During the year, information as mentioned in Regulation 17(7) read with Part A of Schedule II of the Listing Regulations, had been placed before the Board and the Company has complied with the same.
  • (v) There are no relationships between the Directors inter-se.
  • (vi) Non-Executive Directors do not hold any shares in the paid-up share capital of the Company.
  • (vii) Familiarisation Programme imparted to the Independent Directors is disclosed on the Company's website www.itdcem.co.in.

The Company regularly makes detailed presentation to the Board of the Company including Independent Directors, on the Company's various business operations and business plans to enable them to understand and contribute significantly to the growth of the Company's business.

(viii) List of core skills/ expertise/ competencies to be identified by the Board of Directors as required in the context of business(es) and sector(s) of the Company for it to function effectively:

The Company undertakes projects across verticals encompassing, covering, inter-alia, urban infrastructure projects, mass rapid transit systems, airports, maritime structures, hydroelectric power projects, tunnels, dams and irrigation projects, specialist ground improvement & foundation engineering, water and wastewater treatment, buildings & other industrial civil works, highways, bridges and flyovers.

a) The Board of the Company has identified the following skills, experience, competencies required for effective functioning of the Company's business that are actually available with the Board commensurate with the above mentioned business verticals and which are usually taken into consideration while nominating candidates on the Board of the Company:

1. Engineering & Construction
encompassing:
Design, construction and maintenance of infrastructure projects and systems
involving the following:
Business Development,

Customer relationship &
Maritime structures, Jetty, Wharfs, Breakwater, Dredging and Reclamation,
Ship lift, Dry Docks, Wet Basin, Slipways
Marketing; Hydroelectric Power projects, Dams and Irrigation projects
Tender & Proposal;
Urban infrastructure projects, Mass Rapid Transit Systems, Underground and
Engineering & Design;
Elevated Tunnelling by TBM, Tunnelling by NATM, Micro Tunnelling
Project Execution;
Highways, Bridges, Flyovers and Box Pushing
Engineering Procurement &
Buildings, Airport Terminal and other industrial civil works
Logistics; Water and Wastewater Treatment plant, Specialist ground improvement and
Construction machinery &

Technology;
foundation engineering.

2. Contract Management Involves management of contracts with customers, vendors, partners or
employees, requiring negotiation skills and managing contracts effectively.
3. Financial / Accounting / Banking
and Taxation
Management of finance functions involving complex financial matter through
funding arrangements from Banks FIIs, Capital Markets, optimum utilisation of
funds, maintenance of appropriate accounting system and taxation matters and
financial reporting process.
4. Human Resources To evaluate policies on recruitment and retention of employees at all levels and
provide guidance to the management towards creating a conducive and motivated
working environment.
5. Business leadership Demonstrating strategic planning skills and experience in driving business
success with an understanding of the complex environment in which the
Company conducts its business, the prevalent regulatory environment, managing
risks inherent to the business and underlying business opportunities available to
the Company.
6. Governance in business
operations
Ensuring the highest standards of Corporate Governance through integrity and
transparency of operations thereby serving the interests of all stakeholders.

b) In the below table, the specific area of skills / expertise / competence of the Directors of the Company have been highlighted. However, the absence of a mark against a Director's name does not necessarily mean the Director does not possess such skills / expertise/ competence etc.

Name of the Director Engineering
encompassing
as per point
no. viii (a) (1)
Contract
Management
Financial /
Accounting /
Banking
Human
Resources
Business
leadership
Governance
in business
operations
Mr. Piyachai Karnasuta
(Chairman)
-
Mr. Santi Jongkongka
(Executive Vice Chairman)
-
Mr. Jayanta Basu
(Managing Director)
Mr. D. P. Roy,
(Independent Director)
- -
Ms. Ramola Mahajani
(Independent Director)
- - -
Mr. Sunil Shah Singh
(Independent Director)
-
Mr. Pankaj I. C. Jain
(Independent Director)
- - -
  • (ix) In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are independent of the management.
  • (x) During the year, none of the Independent Directors resigned before completion of his/ her tenure.

3. AUDIT COMMITTEE

Audit Committee of the Directors was constituted by the Company in March 1994. The Audit Committee was last reconstituted on February 11, 2019 effective April 1, 2019.

(i) Composition, names of members and Chairman and attendance during the year

During the financial year ended March 31 2021, the Audit Committee comprised four (4) Non-Executive Directors of which three (3), namely Mr. Sunil Shah Singh, Mr. D. P. Roy, Mr. Pankaj I. C. Jain were the Independent Directors and one (1), namely Mr. Piyachai Karnasuta, was the Non-Independent Non Executive Director on the Committee. The Audit Committee held four (4) meetings during the aforesaid year, i.e. on June 17, 2020, September 15, 2020, November 10, 2020, and February 11, 2021. Attendance of the Directors was as under:

Name of the Director No. of
Meetings
held
No. of
Meetings
attended
Mr. Sunil Shah Singh
Chairman
4 4
Mr. D. P. Roy 4 4
Mr. Piyachai Karnasuta 4 4
Mr. Pankaj I. C. Jain 4 4

Mr. Sunil Shah Singh, Chairman of the Audit Committee was present at the last Annual General Meeting held on September 23, 2020 (AGM).

Mr. Rahul Neogi, Company Secretary, attended all the meetings of the Audit Committee held during the financial year ended March 31, 2021.

During the year, there were no recommendations of the Audit Committee which were not accepted by the Board.

(ii) Terms of reference, role and scope of the Audit Committee are in line with Regulation 18(3) read with Part C of Schedule II of the Listing Regulations. The Company has also complied with the provisions of Section 177 of the Companies Act, 2013, and the Rules framed thereunder pertaining to the Audit Committee and its functioning.

Minutes of the Audit Committee meetings are placed before the meetings of the Board of Directors following that of the Audit Committee meetings.

4. NOMINATION AND REMUNERATION COMMITTEE

The erstwhile Remuneration Committee of Directors was rechristened as the Nomination and Remuneration Committee (NRC) on May 8, 2014. The NRC was last reconstituted on February 11, 2019, effective April 1, 2019.

(i) Composition, names of members and Chairperson and attendance during the year

During the financial year ended March 31 2021, the NRC comprised three (3) Non-Executive Directors of which two (2), namely Ms. Ramola Mahajani and Mr. Sunil Shah Singh, were the Independent Directors and one (1) namely Mr. Piyachai Karnasuta, was the Non- Independent Non- Executive Director on the Committee. The Committee held three (3) meetings during the aforesaid year, i.e. on June 16, 2020, September 15, 2020, and February 10, 2021. Attendance of the Directors was as under:

Name of the Director No. of
Meetings
held
No. of
Meetings
attended
Ms. Ramola Mahajani
Chairperson
3 3
Mr. Sunil Shah Singh 3 3
Mr. Piyachai Karnasuta 3 3

Ms. Ramola Mahajani, Chairperson of the NRC, was present at the last AGM.

Mr Rahul Neogi, Company Secretary, attended all the meetings of the NRC held during the financial year ended March 31, 2021.

During the year, there were no recommendation of the NRC which were not accepted by the Board.

(ii) Terms of reference of the NRC are in line with Regulation 19(4) read with Part D of Schedule II of the Listing Regulations. The Company has also complied with the provisions of Section 178 of the Companies Act, 2013 and the Rules framed thereunder pertaining to NRC and its functioning.

Minutes of the NRC meetings are placed before the meetings of the Board of Directors following that of the NRC meetings.

(iii) During the year, NRC evaluated performance of every Director, Chairman and Board as a whole based on their roles, functions and duties and their contribution to the Board/Committees of the Board.

Further, one meeting of the Independent Directors of the Company was held on February 10, 2021 at which all the Independent Directors were present. The performance evaluation of the Chairman and Non – Independent Directors was carried out by them.

The Board of Directors evaluated performance of the Independent Directors based on the time spent, input and guidance given from time to time by the Independent Directors to the Board and Management of the Company.

5. REMUNERATION OF DIRECTORS

a) During the financial year ended March 31, 2021, none of the Non-Executive Directors had

any pecuniary relationship or transaction with the Company other than the sitting fees and commission received by them.

b) Criteria of making payments to Non-Executive Directors:

Non-Executive Directors are paid sitting fees for attending the meetings of the Board and Committee(s) thereof. In addition to sitting fees, they are also entitled to commission not exceeding in the aggregate 1% of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act, 2013, subject to a maximum of ` 6,00,000/- (Rupees Six Lakh only) per annum to each such Director. The Members of the Company at their Annual General Meeting held on August 9, 2019, have approved payment of commission to the non-executive directors for each financial year of the Company commencing on and from April 1, 2019, based on the number of Board / Committee Meetings attended and inputs given by them at the meetings.

c) Disclosure with respect to remuneration:

Executive Directors are paid remuneration by way of salary, commission, perquisites and retirement benefits as recommended by the NRC and approved by the Board and shareholders of the Company.

Notice period is three months and no severance pay is payable on termination of appointment.

The Company does not have any Stock Option Scheme.

Details of remuneration payable to Executive and Non - Executive Directors of the Company for the year ended March 31, 2021
are given below:
(Amount in `)
Sl.
No.
Name of the Director Service
Contract
Years/ months
Salary Commission Perquisites
and cost of
providing
furnished
residential
accommodation
Retirement
Benefits\$
Total sitting
fees
(a) Executive Directors
1. Mr. Santi Jongkongka,
Executive Vice
Chairman
3 years from
May 02, 2019
to May 01,
2022
14,086,800 2,900,000* 1,041,810 1,619,982** NIL
2. Mr. Jayanta Basu,
Managing Director
3 years from
April 23, 2019
to April 22,
2022
10,844,184 2,500,000* 1,111,392 1,302,765*** NIL

* Payable subject to Internal Policy of the Company

**Retirement benefits comprise Provident Fund.

*** Retirement benefits comprise Provident Fund and Superannuation.

\$ As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the director is not ascertainable and, therefore, not included above.

(b) Non-Executive Directors
1. Mr. Piyachai Karnasuta - NIL 600,000 NIL NIL 860,000
2. Mr. D. P. Roy - NIL 600,000 NIL NIL 770,000
3. Ms. Ramola Mahajani - NIL 600,000 NIL NIL 650,000
4. Mr. Sunil Shah Singh - NIL 600,000 NIL NIL 800,000
5. Mr. Pankaj I. C. Jain - NIL 600,000 NIL NIL 660,000
Total 24,930,984 8,400,000 2,153,202 2,922,747 3,740,000

6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The CSR Committee of the Directors was constituted by the Company on May 8, 2014. The CSR Committee was last reconstituted on August 9, 2019 effective September 1, 2019.

Composition, names of members and Chairman and attendance during the year

During the financial year ended March 31, 2021, the CSR Committee comprised four (4) Directors, of which one (1), namely Mr. D.P. Roy, was the Independent Director, one (1) namely Mr. Piyachai Karnasuta, was the Non-Independent Non-Executive Director and two (2) namely Mr. Santi Jongkongka and Mr. Jayanta Basu, were the Executive Directors. The CSR Committee held three (3) meetings during the aforesaid year, i.e. on June 16, 2020 and adjourned meeting on June 17, 2020, September 15, 2020, and February 10, 2021. Attendance of the Directors was as under:

Name of the Director No. of
Meetings
held
No. of
Meetings
attended
Mr. Piyachai Karnasuta
Chairman
3 3
Mr. D. P. Roy 3 3
Mr. Santi Jongkongka 3 3
Mr. Jayanta Basu 3 3

Mr. Rahul Neogi, Company Secretary, attended all the meetings of the CSR Committee held during the year ended March 31, 2021.

Terms of reference, role and scope of the CSR Committee are in line with the provisions of Section 135 of the Companies Act, 2013, and the Rules framed thereunder pertaining to the CSR Committee and its functioning.

Minutes of the CSR Committee meetings are placed before the meeting of the Board of Directors following that of the CSR Committee meetings.

7 A. STAKEHOLDERS RELATIONSHIP COMMITTEE

The erstwhile Shareholders/Investors' Grievance Committee was rechristened as Stakeholders Relationship Committee (SRC) on May 8, 2014. The SRC was last reconstituted on August 9, 2019 effective September 1, 2019.

(i) Composition, names of members and Chairman and attendance during the year

During the financial year ended March 31, 2021, the SRC comprised four (4) Directors viz. (1) Mr. D. P. Roy, Independent Director, (2) Mr. Piyachai Karnasuta, Non-Executive Non-Independent Director, (3) Mr. Santi Jongkongka, Executive Vice Chairman and (4) Mr. Jayanta Basu, Managing Director. The Committee held four (4) meetings during the aforesaid year, i.e. on June 16, 2020, September 15, 2020, November 10, 2020 and February 10, 2021. Attendance of the Directors was as under:

Name of the Director No. of
Meetings
held
No. of
Meetings
attended
Mr. D. P. Roy –Chairman 4 4
Mr. Piyachai Karnasuta 4 4
Mr. Santi Jongkongka 4 4
Mr. Jayanta Basu 4 4

Mr. D.P. Roy, Chairman of the SRC was present at the last AGM.

Mr. Rahul Neogi, Company Secretary, attended all the meetings of the SRC held during the year ended March 31, 2021.

During the year, there were no recommendation of the SRC which were not accepted by the Board.

(ii) The powers, role and terms of reference of the SRC are in accordance with Section 178 (5) of the Companies Act, 2013 and the Rules framed thereunder, read with Regulation 20, Part D of Schedule II of the Listing Regulations pertaining to the SRC and its functioning.

Minutes of the SRC meetings are placed before the meetings of the Board of Directors following that of the SRC meetings.

(iii) Number of shareholders' complaints received and resolved to the satisfaction of the shareholders

During the year ended March 31, 2021, 111 (one hundred eleven) complaint letters/emails were received from the shareholders which were replied / resolved to the satisfaction of the shareholders. No complaints remained unresolved at the end of the year.

(iv) Name and designation of Compliance Officer

Mr. Rahul Neogi is the Company Secretary and Compliance Officer.

7 B SHARE TRANSFER COMMITTEE

Share Transfer Committee was constituted in 1980. It was last reconstituted on August 9, 2019 effective September 1, 2019 with amended terms of reference.

During the financial year ended March 31, 2021, the Committee held twenty (20) meetings.

(i) Terms of reference

  • (a) The Committee is authorised to approve share transfers and transmissions, change and transposition of names, deletion of name, remat of shares, rectification of entries, renewal/split/consolidation of share certificates and issue of duplicate share certificates and also to issue share certificates in respect thereof under the Common Seal of the Company.
  • (b) Quorum for a meeting shall be any two members present, except that the quorum for

9. General Body Meetings

(i) Last three annual general meetings were held as under:

the purpose of authorising issue of duplicate certificates shall be any three (3) members present at the meeting.

(ii) Number of pending share transfers

As on March 31, 2021, there were no pending request/letter involving transfer of shares/ transmissions of shares, change and transposition of names and deletion of name.

(iii) Pursuant to Regulation 36 (3) of the Listing Regulations, the particulars of the Director who is proposed to be re-appointed at the 43rd Annual General Meeting ('43rd AGM') have been provided in the annexure to the Notice of the 43rd AGM.

8. SUBSIDIARY COMPANY

As on March 31, 2021, the Company has one wholly owned, non-material and unlisted subsidiary company, namely ITD Cementation Projects India Limited. The Financial Statements of the subsidiary are reviewed by the Audit Committee. All minutes of the meetings of the subsidiary are placed before the Company's Board regularly.

For Financial year/ Date, Time and Location Special Resolution passed
period ended No. Nature
31.03.2020 September 23, 2020 (through Video
conferencing/ other Audio-Visual
Means facility) at the Registered
office of the Company at National
Plastic Building, A Subhash Road,
Paranjape B Scheme, Vileparle (E),
Mumbai(deemed venue)
- -
31.03.2019 August 9, 2019
4.00 p.m. at
Rama Watumull Auditorium,
Mumbai.
2 Appointment of Mr. Sunil Shah Singh as an
1.
Independent Director to hold office for a term of 5
(five) years from May 11, 2018 upto May 10, 2023.
2.
Re-appointment of Ms. Ramola Mahajani as an
Independent Director to hold office for a second
term from November 6, 2019 to December 22, 2022.
31.12.2017 May 10, 2018
4.00 p.m. at
Rama Watumull Auditorium,
Mumbai
- -

(ii) Details of Special Resolution passed last year through Postal Ballot

During the year ended March 31, 2021, no Special Resolution was passed through Postal Ballot.

There is no business proposed to be transacted at the ensuing Annual General Meeting which requires passing of a Special Resolution through Postal Ballot.

10. MEANS OF COMMUNICATION

  • (i) The extracts of the quarterly Consolidated Unaudited Financial Results and Consolidated Audited Financial Results are published in prominent daily newspapers. During the year, such Financial Results were published in the Financial Express and Mumbai Lakshadeep. Quarterly Standalone and Consolidated Unaudited Financial Results and Annual Standalone and Consolidated Audited Financial Results are available on Company's website: www.itdcem.co.in under the heading "Investors".
  • (ii) Code of Ethical Conduct for Directors and Senior Management Personnel of the Company; Whistle Blower Policy, Prevention of Sexual Harassment Policy for Women at Workplace; Corporate Social Responsibility Policy; Nomination and Remuneration Policy; Related Party Transactions Policy; Board Diversity Policy; Prevention of Insider Trading Policy; Preservation of Documents Policy; Policy on Determination and Materiality of an Event/ Information; Archival Policy and Dividend Distribution Policy are available on the Company's website www.itdcem.co.in.
  • (iii) Presentations on Quarterly Business Operations Overview are disseminated to the Stock Exchanges and made available on the Company's website www.itdcem.co.in. These presentations are also shared with the Institutional Investors/Analysts.

11. GENERAL SHAREHOLDER INFORMATION

(i) Annual General Meeting

The Company is conducting the 43rd Annual General Meeting through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility in terms of MCA Circulars dated May 5, 2020 and January 13, 2021.

Date: September 22, 2021

Time: 3.00 p.m.

Venue: Registered office of the Company at Mumbai shall be deemed to be the venue of the Meeting.

(ii) Financial Year of the Company

The financial year of the Company is April 01 to March 31.

(iii) Dividend Payment dates

The dividend, if declared at the ensuing 43rd Annual General Meeting, will be paid on October 5, 2021.

(iv) Stock Exchanges

The equity shares of the Company are listed on: BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 National Stock Exchange of India Limited Exchange Plaza, C-1, Block 'G' Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

The listing fees for the year 2021-2022 of the above mentioned stock exchanges have been paid.

(v) Stock Code

BSE Limited (BSE): 509496 The National Stock Exchange of India Limited (NSE): ITDCEM

(vi) Market Price Data

Tables given below are the monthly highs and lows of the Company's shares with corresponding Sensex at BSE and NSE showing performance of Company's share prices vis-a-vis BSE Sensex (closing) and Nifty (closing):

High and Low prices of the Company's shares at BSE with corresponding BSE Sensex
April 2020 to March 2021 (Figures in `)
Months High Low Close
ITD Cem BSE Sensex ITD Cem BSE Sensex ITD Cem BSE Sensex
April, 2020 45.70 33,887.25 29.00 27,500.79 37.60 33,717.62
May, 2020 43.00 32,845.48 32.80 29,968.45 35.15 32,424.10
June, 2020 58.80 35,706.55 36.05 32,348.10 49.60 34,915.80
July, 2020 57.20 38,617.03 43.30 34,927.20 45.25 37,606.89
Aug, 2020 60.70 40,010.17 42.00 36,911.23 53.70 38,628.29
Sept, 2020 62.00 39,359.51 46.05 36,495.98 51.20 38,067.93
Oct, 2020 53.00 41,048.05 47.50 38,410.20 48.90 39,614.07
Nov, 2020 61.00 44,825.37 48.45 39,334.92 56.10 44,149.72
Dec, 2020 68.10 47,896.97 51.00 44,118.10 66.50 47,751.33
Jan, 2021 81.00 50,184.01 61.75 46,160.46 63.20 46,285.77
Feb, 2021 82.35 52,516.76 62.25 46,433.65 77.20 49,099.99
March, 2021 94.45 51,821.84 75.20 48,236.35 77.60 49,509.15

High and Low prices of the Company's shares at NSE with corresponding Nifty

April 2020 to March 2021 (Figures in `)

Months High Low Close
ITD Cem Nifty ITD Cem Nifty ITD Cem Nifty
April, 2020 46.00 9,889.05 28.95 8,055.80 37.55 9,859.90
May, 2020 38.70 9,598.85 32.70 8,806.75 35.10 9,580.30
June, 2020 58.90 10,553.15 35.50 9,544.35 49.50 10,302.10
July, 2020 57.25 11,341.40 43.00 10,299.60 45.25 11,073.45
Aug, 2020 60.75 11,794.25 41.85 10,882.25 53.55 11,387.50
Sept, 2020 62.00 11,618.10 46.10 10,790.20 51.20 11,247.55
Oct, 2020 53.00 12,025.45 48.00 11,347.05 49.00 11,642.40
Nov, 2020 61.00 13,145.85 48.35 11,557.40 56.15 12,968.95
Dec, 2020 68.30 14,024.85 50.60 12,962.80 66.60 13,981.75
Jan, 2021 78.50 14,753.55 61.85 13,596.75 62.75 13,634.60
Feb, 2021 82.35 15,431.75 62.70 13,661.75 77.30 14,529.15
March, 2021 94.40 15,336.30 75.15 14,264.40 77.85 14,690.70

(vii) Registrar and Share Transfer Agents

M/s. KFin Technologies Private Limited, Selenium Tower B, Plot No. 31& 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad- 500032, Toll Free No: 18003454001 email ID: [email protected] are the Registrar and Share Transfer Agents (RTA) of the Company.

(viii) Share Transfer Systems

Shares lodged for transfers are registered and duly transferred Share Certificates in respect of requests relating to transmissions of shares, change and transposition of names, and deletion of name are despatched to the lodger within a period of thirty days from the date of receipt, if the documents are otherwise in order.

The Share Transfer Committee meets as often as is necessary to approve transfers and related matters as may be required by the RTA.

Pursuant to Circular issued by SEBI, transfer of securities held in physical mode had been discontinued with effect from April 1, 2019. This restriction was however not applicable to requests received for transmission or transposition of physical shares and re-lodgement for transfer of securities. Subsequently, SEBI, vide its circular dated September 7, 2020 fixed March 31, 2021 as the cut-off date for re-lodgment of transfer deeds. Further, the shares that are re-lodged for transfer (including those requests that are pending with the listed company / RTA) shall henceforth be issued only in demat mode.

(ix) Shareholding Pattern as on March 31, 2021

Sl
No.
Particulars No. of shares
held
Percentage to total shares
(i) Promoter – Italian-Thai Development Public Company
Limited
80,113,180 46.64
(ii) General Public 33,315,662 19.37
(iii) Banks/IFI 2500 0.00
(iv) Mutual Funds / Alternative Investment Fund 35,468,908 20.65
(v) Bodies Corporate 2,330,748 1.36
(vi) NRI/OCB/FII/FOREIGN BANK/FPB/FPI 19,887,868 11.58
(vii) Clearing Members 290,593 0.17
(viii) Trust 8,726 0.01
(ix) IEPF 369,399 0.22
Total 171,787,584 100.00

(x) Distribution of Shareholding as on March 31, 2021

Sl.no. Category (Shares) No. of Holders % to Holders No. of Shares % to Equity
1 1-500 34283 76.03 5,629,760 3.28
2 501-1000 5738 12.73 4,442,851 2.59
3 1001-2000 2650 5.88 4,072,770 2.37
4 2001-3000 904 2.00 2,304,257 1.34
5 3001-4000 420 0.93 1,524,791 0.88
6 4001-5000 336 0.75 1,590,646 0.93
7 5001-10000 406 0.90 2,964,387 1.73
8 10001 & above 351 0.78 149,258,122 86.88
TOTAL 45088 100.00 171,787,584 100.00

(xi) Dematerialisation of Shares and liquidity

The shares of the Company are in compulsory demat segment and available for trading in the Depository System. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company is INE686A01026.

As on March 31, 2021, out of the 45,088 shareholders 44,323 shareholders have dematerialised their shares aggregating 171,099,309 shares i.e. about 99.60% of the total paid –up capital of the Company. The equity shares of the Company are frequently traded in dematerialised form on both the Stock Exchanges where the shares of the Company are listed.

(xii) Dates of Book Closure

The Company's Register of Members and Share Transfer Books will remain closed from Thursday, September 16, 2021 to Wednesday, September 22, 2021 (both days inclusive).

(xiii) Plant locations

The Company does not have any plant as it is engaged in engineering/ construction business and has various project sites for carrying out its operations.

(xiv) Address for correspondence

All Investor related enquiries, clarifications and correspondence should be addressed to the RTA or at the Registered office of the Company at the following addresses:

Registrars and Share Transfer Agents:
KFin Technologies Private Limited
(formerly Karvy Fintech Private Limited)
Unit: ITD Cementation India Limited
Karvy Selenium Tower B,
Plot No. 31& 32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad - 500 032,
Toll Free No : 18003454001.
Tel: +91 40 67162222,
Emails: [email protected]
and / or
Registered office
ITD Cementation India Limited
National Plastic Building,
A- Subhash Road,
Paranjape B Scheme,
Vile Parle (East),
Mumbai - 400 057.
Tel : + 91 22 66931600/67680600
Fax: + 91 22 66931628/67680841
Email: [email protected]
Branch Office at:
24-B Raja Bahadur Mansion,
Ground Floor, Ambalal Doshi Marg,
Behind BSE, Fort,
Mumbai – 400 023.
Tel: +91 22 66235454
Email: [email protected]

(xv) There was no instance of suspension of trading of securities of the Company during the year ended March 31, 2021.

The Company has not issued any Global Depository Receipts or American Depository Receipts or warrants or any convertible instruments.

(xvi) List of credit ratings of the Company:

Sl No. Name of Credit rating agency Credit rating obtained Details of revision during the year
1. ICRA Limited ICRA A
Outlook Stable
Reaffirmed the rating at ICRA A. However, the outlook
revised to Negative from Stable.
2. CARE Ratings Limited CARE A
Outlook Stable
No revision during the year.
3. India Ratings and Research
Private Limited
IND A+ (A plus)
Outlook Negative
No revision during the year.

12. Other Disclosures

(a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large:

There were no materially significant related party transactions having potential conflict with the interests of the Company at large during the year ended March 31, 2021.

(b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange(s) or SEBI or any statutory authority on any matter related to capital markets, during the last three years: There were none.

(c) Whistle Blower Policy/ Vigil Mechanism:

The Company has in place a Whistle Blower Policy and has also established a vigil mechanism through the said Policy, to report genuine concerns and to provide for adequate safeguards against victimisation of persons who use such mechanism and to make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

It is affirmed that no personnel had been denied any access to the Audit Committee during the financial year ended March 31, 2021.

(d) The Company has complied with all the mandatory requirements of the Listing Regulations.

As regards non-mandatory requirement, the Company has a Risk Management Committee (RMC) in place although it is not mandatory to constitute one as the Company does not fall within the top 500 listed entities determined on the basis of market capitalisation as on March 31, 2021. The Committee was constituted on February 22, 2015, and last reconstituted on February 11, 2021.

Powers and Role of the RMC are in accordance with Regulation 21(4) of the Listing Regulations.

The Committee held one (1) meeting during the year ended March 31, 2021 i.e. on February 10, 2021.

Minutes of the RMC meetings are placed before the meetings of the Board of Directors following that of the RMC meetings.

  • (e) Subsidiary Company- As on March 31, 2021, the Company has one wholly owned, non-material and unlisted subsidiary company, namely ITD Cementation Projects India Limited. Hence, the Company has not opted any Policy for determining "Material" subsidiary.
  • (f) Policy dealing with Related Party Transactions is available on the Company's website at www.itdcem.co.in.
  • (g) The Company was not required to and has not undertaken any commodity price risks and commodity hedging activities.
  • (h) Details of utilisation of funds raised during the year

During the financial year ended March 31, 2021, the Company did not raise any funds through preferential allotment or qualified institutions placement.

(i) The Company has obtained a certificate from M/s Parikh & Associates, practicing Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority during the financial year ended March 31, 2021.

  • (j) During the financial year ended March 31, 2021, there were no instances where the Board had not accepted any recommendation of any Committee of the Board which was mandatorily required.
  • (k) During the financial year ended March 31, 2021, total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part, amounted to ` 125.86 Lakh.
  • (l) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year ended March 31, 2021:
  • a. number of complaints filed Nil
  • b. number of complaints disposed of N.A.
  • c. number of complaints pending as on end of the financial year - N.A.

There were no instances of non-compliance of any requirement of Corporate Governance report under sub-paras (2) to (10) of Para C of Schedule V to the Listing Regulations during the financial year ended March 31, 2021.

CEO/CFO Certification:

A Certificate from the CEO/CFO of the Company in terms of Regulation 17 (8) of Listing Regulations read with Part B of Schedule II was placed before the Board at its meeting held on May 28, 2021, to approve the Audited Financial Statements for the financial year ended March 31, 2021.

13. DISCRETIONARY REQUIREMENTS

  • (i) The Chairman of the Company is a Non-Executive Director.
  • (ii) Shareholders' Rights:

The quarterly, half yearly and yearly financial results are published in the prominent newspapers and are also available on the website of the Company and that of the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited. The Company has not sent any half yearly declaration of financial performance including summary of

significant events in the last six months to any household of shareholders of the Company.

  • (iii) Audit Qualifications: The Auditors opinion on the Financial Statements is unmodified.
  • (iv) Internal Auditor reports directly to the Audit Committee.
    1. The Company has complied with the corporate governance requirements as specified in Regulations 17 to 27 of the Listing Regulations regarding Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, etc. and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Listing Regulations pertaining to dissemination of certain information on the Company's website.

15. CODE OF CONDUCT

The Company has in place Code of Ethical Conduct for Directors and Senior Management Personnel of the Company. As per Regulation 46 of the Listing Regulations, the same has been posted on the website of the Company. The Managing Director of the Company has given a declaration to the effect that all the Directors and Senior Management personnel of the Company have given their affirmation of compliance with the Code of Ethical Conduct.

    1. There is no shareholder whose shares are lying in the suspense account and hence no disclosure is required to be made under Schedule V of Part F of Listing Regulations.
    1. Other Items which are not applicable to the Company have not been separately commented upon.

Independent Auditor's Certificate on Corporate Governance

To The Members of ITD Cementation India Limited

    1. This certificate is issued in accordance with the terms of our engagement letter dated August 31, 2020.
    1. We have examined the compliance of conditions of corporate governance by ITD Cementation India Limited ('the Company') for the year ended on March 31, 2021, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

MANAGEMENT'S RESPONSIBILITY

  1. The compliance of conditions of corporate governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.

AUDITOR'S RESPONSIBILITY

    1. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
    1. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing Standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India ('ICAI'), and Guidance Note on Reports or Certificates for Special

Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

  1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

OPINION

  1. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in the Listing Regulations during the year ended March 31, 2021.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

RESTRICTION ON USE

  1. This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any other purpose.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No. 001076N/N500013

Rakesh R. Agarwal

Partner Membership No.: 109632 UDIN: 21109632AAAAFD8979

Place: Mumbai Date: 28 May 2021

BUSINESS RESPONSIBILITY REPORT

(Pursuant to Regulation 34(2)(f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity (CIN) of the Company : L61000MH1978PLC020435
2. Name of the Company: ITD Cementation India Limited
3. Registered address: National Plastic Building,
A - Subhash Road,
Paranjape B Scheme,
Vile Parle (East),
Mumbai- 400057
4. Website: www.itdcem.co.in
5. E-mail id: [email protected]
6. Financial Year reported: April 1, 2020 to March 31, 2021
7. Sector(s) that the Company is engaged in (industrial
activity code-wise):
Construction and Civil Engineering (4290).
8. List
three
key
products/services
that
the
Company
manufactures/provides (as in balance sheet):
(a)
Maritime structures.
(b)
Urban infrastructure projects/ mass rapid transit
systems/Buildings and Airports.
(c)
Tunnels.
9. Total number of locations where business activity is under
taken by the Company

Number of International Locations (provide details of
major 5):

Number of national locations:
Number of International locations: 1

Engineering, Procurement and Construction of
Container Berth, Backup yard, Building, Utilities,
civil works for FFS for development of Container
Terminal in the Yangon Port, Myanmar.

65 projects across 12 Indian states, 2 UT
10. Markets served by the Company-Local/State/National/
International:
At National and International level

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up capital (as at March 31, 2021): ` 1,717.88 Lakh.
2. Total turnover (for the year ended March 31, 2021 from
standalone operations):
` 220,832 Lakh.
3. Total profit after taxes (for year ended March 31, 2021 on
standalone basis):
` 1,576 Lakh.
4. Total spending on Corporate Social Responsibility (CSR) as a
percentage of profit after tax (%):
The Company spent total amount of 190.18 Lakh<br>during the year FY 2020-21which is 2% of the average<br>net profit after taxes in the three immediately preceding<br>financial years. In addition, the Company also spent<br>an amount of 25.00 Lakh pertaining to the previous
financial year ended March 31, 2020, being the carry
forward amount in respect of a project, which could not
be taken up on account of the coronavirus pandemic
and had to be spent in the current financial year ended
March 31, 2021.
5. List of activities in which expenditure in 4 above has been Promotion of education among children, promoting
incurred: health care, contribution to incubators or research and
development projects in the field of science. Disaster
management
including
relief,
rehabilitation
and
reconstruction activities, at various local areas in and
around which the Company has its operations.

SECTION C: OTHER DETAILS

1.
Does
the
Company
have
any
subsidiary
Company/
companies? :
Yes - ITD Cementation Projects India Limited
2. Do the subsidiary Company/companies participate in the
business responsibility initiatives of the parent Company? If
yes, then indicate the number of such subsidiary Company(s):
The subsidiary had no business operations during the
year.
3. Do any other entity/entities (e.g. suppliers, distributors
etc.) that the Company does business with, participate in
the BR initiatives of the Company? If yes, then indicate the
percentage of such entity/entities? [Less than 30%, 30%-
60%, More than 60%]:
Currently less than 30% of value chain entities participate
in the Company's BR initiatives and there is a constant
effort by the Company to extend the initiatives to a
larger base. The suppliers and vendors are provided
awareness on environmental and social issues. Vendor/
sub-contractor meets are used as a platform to raise
awareness on health, safety and environmental initiatives
of the Company.

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR
(a)
Details of Director/Directors responsible
1. Director Identification
Number
08291114
for implementation of the BR policy/ 2. Name Mr. Jayanta Basu
policies 3. Designation Managing Director
(b)
Details of the BR Head
Director Identification
Number
Not Applicable
2. Name Mr. Prasad Patwardhan
3. Designation Chief Financial Officer
4. Telephone No. 022 67680600
5. e-mail id [email protected]

2. Principle – wise (as per NVGs) BR policy/policies

(a)
Details of compliance (Reply in Y/N)
SI.
No.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/ policies for? Y Y Y Y Y Y Y Y Y
2. Has
the
policy
been
formulated
in
consultation with the relevant stakeholders?
Yes.
3. Does the policy conform to any national /
international standards? If yes, specify? (50
words)
and depots. Yes, all the policies conform to national standards. 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

SI.
No.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
4. Has the policy been approved by the Board?
If yes, has it been signed by MD/ owner/
CEO/ appropriate Board Director?
Some policies have been approved by the Board and these have
been signed by the MD. Other policies have been adopted by the
Company from time to time based on research conducted on the
best practices developed and adopted by other Organisations and
as per the Company's requirements.
5. Does
the
Company
have
a
specified
committee of the Board/ Director/ Official to
oversee the implementation of the policy?
The Company has in place a BRR Committee comprising the
Managing Director and Chief Financial Officer to oversee the
6. Indicate the link for the policy to be viewed
online?
implementation of the Policy.
Whistle Blower Policy
http://www.itdcem.co.in/upload/Whistle_Blower_Policy.pdf
Prevention of Sexual Harassment Policy for Women at Workplace
http://www.itdcem.co.in/wp-content/uploads/Policy-of-Prevention-of
Sexual-Harassment-for-Women-at-work-place.pdf
Dividend Distribution Policy:
http://www.itdcem.co.in/upload/Dividend_Distribution_Policy.pdf
IMS Policy:
http://www.itdcem.co.in/about-us/ims-policy/
Corporate Social Responsibility:
http://www.itdcem.co.in/about-us/csr/
Code of Conduct:
http://www.itdcem.co.in/upload/ITD_Code_of_Ethical_Conduct_
Directors.pdf
Responsible Public Advocacy Policy:
https://www.itdcem.co.in/wp-content/uploads/2016/06/Responsible
7. Has the policy been formally communicated
to
all
relevant
internal
and
external
stakeholders?
Public-Advocacy.pdf
Yes. Policies relevant to the internal and external stakeholders
have been communicated accordingly.
8. Does the Company have in-house structure
to implement the policy/ policies?
Yes. Policies themselves contain methodology of implementation
of the policies.
9. Does
the
Company
have
a
grievance
redressal mechanism related to the policy/
policies to address stakeholders' grievances
related to the policy/ policies?
Yes, the Company has provided a mechanism for grievance
redressal by setting up a Stakeholders Relationship Committee
and by putting in place a Whistle Blower Policy.
10. Has the Company carried out independent
audit/ evaluation of the working of this policy
by an internal or external agency?
Yes. Some of the policies in place have been evaluated internally
and some have been evaluated externally.

(b) If answer to the question at serial number 1 against any principle, is 'No', please explain why: (Tick up to 2 options)

SI.
No.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the
Principles
Not applicable.
2. The Company is not at a stage where it finds
itself in a position to formulate and implement
the policies on specified principles
Not applicable.
SI.
No.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
3. The Company does
not have financial or
manpower resources available for the task
Not applicable.
4. It is planned to be done within next 6 months Not applicable.
5. It is planned to be done within the next 1 year Not applicable.
6. Any other reason (please specify) Not applicable.
3. Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee Annually.
Yes, the Company publishes a BR Report. The link
for viewing the report is http://www.itdcem.co.in/
investors/financial/annual-reports/
Annually.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1

Businesses should conduct and govern themselves with Ethics, Transparency and Accountability

Does the policy relating to ethics, bribery and corruption cover
only the Company? Yes/ No. Does it extend to the Group/
Joint Ventures/ Suppliers/Contractors/NGOs /Others? :
Yes, it covers the Company and it also extends to Joint
Ventures, Subsidiary, Suppliers and Contractors.
How many stakeholder complaints have been received in the
past financial year and what percentage was satisfactorily
resolved by the management? If so, provide details thereof,
in about 50 words or so:
The Company received 111 complaints during the year ended
March 31, 2021 and all the complaints have been resolved
satisfactorily.

Principle 2

Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

1. List up to 3 of your products or services whose The Company's services cover the following areas:
design has incorporated social or environmental (a)
Maritime structures
concerns, risks and/or opportunities (b)
Urban infrastructure projects/ mass rapid transit systems/
Buildings and airports
(c)
Tunnels
The Company has in place an Integrated Management System
Policy covering aspects on quality, environment, safety and health.
2. For each such product, provide the following Recycling of concrete – The Company has introduced Concrete
details in respect of resource use (energy, water, Reclaimers at some of its major project sites to reprocess wet
raw material etc.) per unit of product (optional): concrete and achieve usable coarse aggregates and sand out of the
(a)
Reduction
during
sourcing/production/
return concrete which is facilitating utilisation of recycled aggregates
distribution achieved since the previous year resulting in saving of energy and environmental degradation.
throughout the value chain? :

(b)
Reduction
during
usage
by
consumers
(energy, water) has been achieved since the
previous year? :
As a part of conservation of energy, water, the Company continues
to encourage use of fly ash and slag as a part replacement of
Ordinary Portland Cement for its concrete mixes which are being
used at its project sites and this helps the Company promote energy
saving.
The Company continued Real time monitoring of Diesel Generator
performance at sites to optimise the use of captive energy.
The Company switched over to using Hydraulic hammer for driving
piles in place of less efficient diesel hammers thereby saving on
energy.
3. Does the Company have procedures in place for
sustainable sourcing (including transportation)?
Yes.
(a)
If yes, what percentage of your inputs was
sourced sustainably? Also, provide details
thereof, in about 50 words or so :
The Company continually works with its vendors and suppliers to
reduce the environmental impact of sourcing of its inputs.
4. Has the Company taken any steps to procure
goods and services from local & small producers,
including communities surrounding their place of
work? :
Yes. The Company attaches importance to local sourcing
and
provides encouragement for the surrounding communities for
small activities like hiring cars, manpower, job works, workshop
works like machining and strives to make them an integral part of
community for their economic prosperity. For certain imported items,
the Company has worked with local Vendors and helped them develop
suitable indigenous replacements and used them on projects.
(a)
If yes, what steps have been taken to improve
their capacity and capability of local and
small vendors? :
The Company provides support to local and small vendors by way of
supply of machinery items including free issue of material thereby
building the capacity and capability for their development.
5. Does the Company have a mechanism to recycle
products and waste? If yes what is the percentage
of recycling of products and waste (separately
as <5%, 5%-10%, >10%). Also, provide details
thereof, in about 50 words or so :
Recycling the product is not applicable as the Company is not
engaged in manufacturing activities. Hazardous wastes are
disposed off as per the statutory provisions. Reusable Scrap and
associated recyclable materials are disposed through authorised
vendors for recycling and possible reuse.

Principle 3

Businesses should recognise that over consumption results in unsustainable exploitation of our planet's resources, and should therefore promote sustainable consumption, including recycling of resources.

1. Please indicate the total number of employees : 5,750
2. Please indicate the total number of employees hired 3,699
on temporary/ contractual/casual basis :
3. Please indicate the number of permanent women 42
employees:
4. Please indicate the number of permanent employees 1
with disabilities :
5. Do you have an employee association that is Yes, the Company has two Employee associations i.e. Engineering
recognised by management: Mazdoor Sabha, Mumbai and ITD Cementation India Workers'
Union, Kolkata.
6. What percentage of your permanent employees is 1.00%
members of this recognised employee association?:

78% 12% 89% 0.5% 100% Nil%

7. Please indicate the number of complaints relating
to child labour, forced labour, involuntary labour,
sexual harassment in the last financial year and
pending, as on the end of the financial year:
No Category No of
complaints
filed during the
financial year
No of
complaints
filed pending
on end of the
financial year
Child labour/forced
labour/involuntary
labour
Nil Nil
Sexual harassment Nil Nil
Discriminatory
employment
Nil Nil
8. What
percentage
of
your
under
mentioned
employees were given safety & skill up-gradation
training in the last year?
Yes. The Company's employees have been given safety related
training & skill up-gradation training on periodical basis.
Safety Training Skill up-gradation Training
(a)
Permanent Employees
97% 11%
  • (b) Permanent Women Employees
  • (c) Casual/Temporary/Contractual Employees
  • (d) Employees with Disabilities

Principle 4

Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised.

2.
Out of the above,
has the Company identified
groups who are targeted for CSR initiatives.
the
disadvantaged,
vulnerable
&
marginalised
stakeholders:
3.
Are there any special initiatives taken by the Company
to engage with the disadvantaged, vulnerable and
marginalised stakeholders. If so, provide details
1.
Has the Company mapped its internal and external
stakeholders? Yes/No :
Yes.
Yes, the Company has identified disadvantaged and vulnerable
operations.
thereof, in about 50 words or so :
The Company's CSR Policy has been designed to cater to
the physically challenged or differently abled, socially and
economically backward groups in and around its area of

Principle 5

Businesses should respect and promote human rights.

1. Does the policy of the Company on human rights
cover only the Company or extend to the Group/Joint
Ventures/Suppliers/ Contractors/NGOs/Others? :
Yes, it covers the Company and also extends to Joint Ventures,
Subsidiary, Suppliers and Contractors.
2. How many stakeholder complaints have been received
in the past financial year and what percent was
satisfactorily resolved by the management? :
The Company has not received any complaints in the area of
human rights.

Principle 6

Business should respect, protect and make efforts to restore the environment.

1. Does the policy related to Principle 6 cover only the
Company or extends to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/ Others.:
Yes, it covers the Company.
2. Does the Company have strategies/ initiatives to
address global environmental issues such as climate
change, global warming, etc? Y/N. If yes, please give
hyperlink for webpage etc. :
No

3. Does the Company identify and assess potential
environmental risks? Y/N :
Yes
4. Does the Company have any project related to Clean
Development Mechanism? If so, provide details
thereof, in about 50 words or so. Also, if Yes, whether
any environmental compliance report is filed? :
No
5. Has the Company undertaken any other initiatives on –
clean technology, energy efficiency, renewable energy,
etc. Y/N. If yes, please give hyperlink for web page etc.:
For Clean Technology initiative:

The Company is actively promoting cleaner and more
efficient technologies such as Spun Concrete Piles, CFA
piles, Chemical grouting, use of environment friendly
polymer instead of bentonite etc.
For Energy efficiency initiative:

Usage of efficient LED lighting systems at most of project
sites

Real time monitoring of diesel generator performance at
project sites to optimise the use of captive energy

Use of variable frequency drives for gantries,
cranes and other material handling equipment
For
Renewal Energy initiative:

The Company has installed solar power panels at some
of its projects sites on marine crafts and in mechanical
workshop

The Company promotes use of fly ash and slag to replace
cement thereby promoting energy saving

The Company gradually replaces old less efficient plant
and equipment with more efficient ones in a continual
process
6. Are the Emissions/Waste generated by the Company
within the permissible limits given by CPCB/SPCB for
the financial year being reported?:
Yes
7. Number of show cause/ legal notices received from
CPCB/SPCB which are pending (i.e. not resolved to
satisfaction) as on end of Financial Year :
Nil

Principle 7

Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.

1.
Is your Company a member of any trade and chamber
or association? If Yes, Name only those major ones that
your business deals with:
Yes

Bombay Chamber of Commerce and Industry

Construction Federation of India

National Highway Builders' Association

Builders' Association of India

Deep Foundation Institute of India Engineers (DFII)
2.
Have
you
advocated/lobbied
through
above
associations for the advancement or improvement of
public good? Yes/No; if yes specify the broad areas
(drop box: Governance and Administration, Economic
Reforms, Inclusive Development Policies, Energy
Security, Water, Food Security, Sustainable Business
Principles, Others) :
Whenever Policy guidelines are issued, the Company has
been providing its suggestions to the Government and to Apex
Trade Bodies/Chamber association as mentioned above. The
Company officials attend meetings/participates/interact for
facilitating views on the policies.

Principle 8

Businesses should support inclusive growth and equitable development.
1. Does the Company have specified programmes/
initiatives/projects in pursuit of the policy related to
Principle 8? If yes details thereof. :
Yes. The Company has a CSR policy and the activities laid
down in the policy pertain to all the focal areas for its social
development projects/activities.
2. Are the programmes/projects undertaken through in
house team/ own foundation/external NGO/government
structures/any other organisation?:
Yes. The CSR programmes/ projects have been directly
taken up by the Company through its in-house team formed
for the said purposes from time to time and also by making
contribution towards relief activities directly or through
Disaster Management Authorities
3. Have you done any impact assessment of your
initiative? :
Yes. Response from the community has been satisfactory and
they have requested for such activities in the future for their
betterment. The Company has been extending such initiatives
& these are informal assessments.
4. What
is
your
Company's
direct
contribution
to
community development projects- Amount in and the
details of the projects undertaken :
Total amount spent 215.18 Lakh (including 25 Lakh for the
FY 2019-20) on following projects:
1.
Financial contributions to (i) Samaritan Help Mission,
Howrah School (12 Lakh), and (ii) Parivaar Education<br>Society, Kolkata, West Bengal ( 13 Lakh) in respect of
providing development opportunities to the poor and
needy slum children with emphasis on young girls.
(Amount spent 25.00 Lakh)<br>2.<br>Financial contribution to Rashtra Sant Tukdoji Charitable<br>Cancer<br>Hospital<br>and<br>Research<br>Center<br>towards<br>construction of upcoming Cancer Hospital near Nagpur<br>Metro Project Site, Nagpur. (Amount spent 25.00
Lakh).
3.
Financial contribution to West Bengal State Disaster
Management Authority towards Disaster of Amphan
Cyclone impact & CSR support, West Bengal. (Amount
spent ` 75.00 Lakh).
4.
Construction of toilets for girl & boy students of Zilla
Parishad School in Village Gorhe, Khadakwasla, Pune.
(Amount spent ` 5.00 Lakh).
5.
Providing laptops, projectors and printer cum xerox
machines for online education and other educational
exposures
through
internet
and
digital
learning,
amounting to 5 lakh each to the schools near the<br>Company's Bangalore Metro Project site viz. (i) Sri<br>Yoginarayana<br>Educational<br>Society,<br>Bangalore,<br>(ii)<br>New Brilliant School, Bangalore, (iii) Madonna School,<br>Bangalore, and (iv) Lowry Memorial Higher Secondary<br>School, Bangalore (Amount spent 20.00 Lakh).
6.
Providing computers, digital aided tools and learning to
Shashank Prathmik Madhyamik Vidyalaya, Aadharvadi
Kalyan, Vadeghar Road, Samor Taluka, Dist. Thane
(Amount spent ` 20.18 Lakh).

7.
Financial contribution to Veermata Jijabai Technological
Institute -Technology Incubator for
the purpose of
creating Technology incubator infrastructure located
within academic institution. (Amount spent 20.00<br>Lakh).<br>8.<br>Providing the fishermen communities in the villages of<br>Manappadu, Alanthalai and Kallamozhi, Tamil Nadu,<br>who are in indigent condition and whose livelihood<br>have completely stopped due to outbreak of COVID-19<br>pandemic, with essentials required for their day to day<br>livelihood (Amount spent 25.00 Lakh- out of Unspent
amount of FY 2019-20)
5. Have you taken steps to ensure that this community
development initiative is successfully adopted by the
community? Please explain in 50 words, or so:
CSR activities have been pursued in line with the Company's
policy and framework. The Company identifies communities
that require the Company's direct intervention for community
development in or near about the Company's project sites.
Principle 9
Businesses should engage with and provide value to their customers and consumers in a responsible manner.
1. What percentage of customer complaints/consumer
cases are pending as on the end of financial year :
Customer complaints are regularly addressed at project sites.
Percentage of Customer complaints pending as at the end of
the financial year (March 31, 2021): 19.3%
2. Does the Company display product information on
the product label, over and above what is mandated
as per local laws? Yes/No/N.A. / Remarks (additional
information) :
Not Applicable.
3. Is there any case filed by any stakeholder against the
Company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during
the last five years and pending as on end of financial
year. If so, provide details thereof, in about 50 words or
so :
Not to the Company's knowledge.
4. Did your Company carry out any consumer survey/
consumer satisfaction trends? :
Yes

INDEPENDENT AUDITOR'S REPORT

To the Members of ITD Cementation India Limited

Report on the Audit of the Standalone Financial Statements

OPINION

    1. We have audited the accompanying standalone financial statements of ITD Cementation India Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
    1. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ('Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ('Ind AS') specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2021, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

  1. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

  1. We draw attention to Note 2(iv)(a) to the accompanying standalone financial statements, with regard to management's evaluation of uncertainty arising due to continuing COVID-19 pandemic and its impact on the Company's operations and on accompanying standalone financial statements of the Company as at and for the year ended 31 March 2021. The impact of these uncertainties on the Company's operations is significantly dependent on future developments. Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

    1. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
    1. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Recognition of contract revenue, margin and contract costs (Refer Note 2(xvi)(a) of the standalone financial statements)
The Company's revenue primarily arises from construction
contracts which, by its nature, is complex given the significant
Our audit procedures to address this key audit matter included,
but were not limited to the following:
judgements involved in the assessment of current and future
contractual performance obligations.

Evaluating
the
appropriateness
of
the
Company's
accounting policy for revenue recognition;
The Company recognises revenue and the resultant profit/
loss relying on the estimates in relation to forecast contract
revenue and forecast contract costs on the basis of stage
of completion which is determined based on the proportion
of contract costs incurred at balance sheet date, relative to

Obtaining an understanding of the Company's processes
and evaluating the design and testing the effectiveness
of key internal financial controls, including those related
to review and approval of contract estimates;
the total estimated costs of the contract at completion. The
revenue on contracts may also include variable considerations
which are recognised when the recovery of such consideration
is highly probable.

For a sample of contracts, testing the appropriateness
of amount recognised as revenue basis percentage of
completion method by evaluating key management
judgements inherent in determining forecasted contract
These contract estimates are reviewed by the management
on a periodic basis. In doing so, the management is required
to exercise judgement in its assessment of the valuation of
contract variations and claims as well as the completeness
revenue and costs to complete the contract, including:
-
verifying the underlying documents such as original
contract and its amendments, if any, for reviewing
the significant contract terms and conditions;
and accuracy of forecast costs to complete and the ability to
deliver contracts within contractually determined timelines.
-
evaluating
the
identification
of
performance
obligation of the contract;
The final contract values can potentially be impacted on
account of various factors and are expected to result in varied
outcomes.
Changes in these judgements, and the related estimates
-
obtaining an understanding of the assumptions
applied in determining the forecasted revenue and
cost to complete;
as contracts progress can result in material adjustments to
revenue and margins. As a result of the above judgments,
complexities involved and material impact on the related
financial statement elements, this area has been considered
-
testing the existence and valuation of variable
consideration with respect to the contractual terms
and inspecting the related correspondences with
customers; and
a key audit matter in the audit of the standalone financial
statements.
-
reviewing legal and contracting experts' reports
received on certain contentious matters;

For cost incurred to date, testing samples to appropriate
supporting
documents
and
performing
cut-off
procedures;

Testing the forecasted cost by obtaining executed
purchase
orders/
agreements
and
evaluating
the
reasonableness of management judgements/ estimates;

Performing analytical procedures for reasonableness of
revenue recognised; and

Evaluating the appropriateness and adequacy of the
disclosures related to contract revenue and costs in the
standalone financial statements in accordance with the
applicable accounting standards.

Recoverability of Trade receivables and contract assets (Refer Notes 9 and 12 of the standalone financial statements)

As at 31 March 2021, the Company has Trade Receivables and Contract assets (work-in-progress) amounting to 48,132.51 Lakh and 66,710.15 Lakh, respectively.

The trade receivables and unbilled work-in-progress (other current assets) as at 31 March 2021 referred above include amounts aggregating 1,617.76 Lakh and 2,615.11 Lakh, respectively, representing receivables/ claims for which Company is at various stages of negotiations/ discussions/ arbitration/ litigation with the clients.

In assessing the recoverability of the aforesaid balances including impairment allowance, management's judgement involves consideration of ageing status, the likelihood of collection based on the terms of the contract and evaluation of litigations including relying on the legal opinion obtained from independent legal counsel.

We considered this as key audit matter due to the materiality of the amounts and significant estimates and judgements as stated above.

Our audit procedures to address this key audit matter included, but were not limited to the following:

  • Obtaining an understanding of the Company's processes, evaluating the design and testing the effectiveness of key internal financial controls over the recoverability of the trade receivables and contract assets;
  • Circulating and obtaining confirmations for trade receivables, on sample basis, with respect to outstanding balances;
  • Performing additional procedures, in respect of material trade receivables and contract assets such as testing subsequent payments / certifications from customers, obtaining correspondence with customers;
  • Reviewing the legal opinion obtained by the management from independent legal counsel in respect of certain contentious matters under litigations;
  • Performing inquiry procedures with senior management of the Company regarding the status of collectability of these receivables;
  • Verifying contractual arrangements to support management's position on the tenability and recoverability of these receivables;
  • Assessing the allowance for impairment made by the management. Further for material balances, discussing the basis for allowance for impairment with the audit committee; and
  • Evaluating the appropriateness and adequacy of the disclosures related to trade receivables and contract assets in the financial statements in accordance with the applicable accounting standards.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

  1. The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

  1. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these

standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

    1. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
    1. Those Board of Directors is also responsible for overseeing the Company's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

    1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
    1. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
  • Identify and assess the risks of material misstatement of the financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
    1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
    1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

  1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

    1. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
    1. As required by the Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.
    1. Further to our comments in Annexure I, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:
  • a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
  • b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
  • c) the standalone financial statements dealt with by this report are in agreement with the books of account;
  • d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
  • e) the matter described in paragraph 4 under the Emphasis of Matter, in our opinion, may have an adverse effect on the functioning of the Company;

  • f) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of section 164(2) of the Act;

  • g) we have also audited the internal financial controls with reference to financial statements of the Company as on 31 March 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 28 May 2021 as per Annexure II expressed an unmodified opinion; and
  • h) with respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
  • i. the Company, as detailed in Notes 31A(iv) to (viii) to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2021;
  • ii. the Company, as detailed in Note 22.1 to the standalone financial statements, has made provision as at 31 March 2021, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on longterm contracts including derivative contracts;
  • iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2021; and
  • iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No. 001076N/N500013

Rakesh R. Agarwal

Partner Place: Mumbai Membership No: 109632 Date : 28 May 2021 UDIN: 21109632AAAAFB5949

Annexure I to the Independent Auditor's Report of even date to the members of ITD Cementation India Limited on the standalone financial statements for the year ended 31 March 2021.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

  • (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
  • (b) The property, plant and equipment have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the property, plant and equipment is reasonable having regard to the size of the Company and the nature of its assets.
  • (c) The title deeds of all the immovable properties (which are included under the head 'property, plant and equipment') are held in the name of the Company.
  • (ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.
  • (iii) The Company has granted an interest free unsecured loan to a Company covered in the register maintained under Section 189 of the Act; and with respect to the same:
  • (a) in our opinion the terms and conditions of grant of such loan is not, prima facie, prejudicial to the Company's interest;
  • (b) the schedule of repayment of the principal and the payment of the interest has not been stipulated and hence we are unable to comment as to whether repayments/receipts of the principal amount and the interest are regular;
  • (c) in the absence of stipulated schedule of repayment of principal and payment of interest, we are unable to comment as to whether there is any amount

which is overdue for more than 90 days and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest.

  • (iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of loans and guarantee. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of investments and security.
  • (v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
  • (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
  • (vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, service tax, goods and services tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
  • (b) There are no dues in respect of duty of customs and goods and service tax that have not been deposited with the appropriate authorities on account of any dispute. The dues outstanding in respect of income-tax, sales-tax, service tax, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

| Name of statute | Nature of dues | Amount
(in Lakh) | Amount paid<br>under protest<br>( in Lakh) | Period to which the
amount relates | Forum where dispute is
pending |
|-----------------------------------------------------|----------------------------------------------------------------------------------|-----------------------|----------------------------------------------------------------------|------------------------------------------------------------------------------|-----------------------------------------------------------------|
| Sales Tax Act/
Works Contract
Tax Act/ Value | Central Sales Tax
and
Local Sales Tax
(Including
Value Added
Tax) | 1,409.25 | | 171.41 FY 2008-09, FY 2011-12, FY
2012-2013, FY 2013-14 and
FY 2015-16 | Taxation Tribunal |
| Added Tax | | 1,129.04 | | 214.02 FY 2008-09 to FY 2015-16 | Deputy/ Joint/ Assistant
Commissioner of
Commercial Taxes |
| | | 16.60 | | - FY 1994-95 | Revision Board (Tribunal) |
| | | 83.20 | | 82.96 FY 2006-07 to FY 2008-09 | Madras High Court |
| | | 448.28 | | - FY 2004-05, FY 2006-07, FY
2007-08 and FY 2010-11 | Appellate and Revisional
Board |
| The Finance Act,
Service Tax
3,743.91
1994 | | | - Various years/ periods
from October 1, 2004 to
June 30, 2017 | Commissioner of Central
Goods & Service Tax and
Central Excise | |
| Central
Excise
Act,1944 | Excise Duty | 51.70 | | - May 1998 to January 1999 | Commissioner of Central
Excise |
| Income Tax Act, | Income Tax | 210.75 | | - AY 2004- 05 | Bombay High Court |
| 1961 | | 137.85 | | - AY 2011-12 | Calcutta High Court |
| | | 149.00 | | - AY 2012-13 | Income Tax Appellate
Tribunal |
| | | 154.27 | | - AY 2010-11and AY 2013-14 | Commissioner of Income
Tax (Appeals) |

  • (viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year.
  • (ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.
  • (x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit, except an incidence as referred in Note 34 to the accompanying standalone financial statements, wherein a scrap vendor has allegedly defrauded the Company by manipulating the quantity of scrap purchased resulting in a loss estimated at ` 48 Lakh. Investigation in respect of this matter is presently in progress.
  • (xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
  • (xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are

not applicable.

  • (xiii) In our opinion, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the requisite details have been disclosed in the financial statements as required by the applicable Ind AS.
  • (xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
  • (xv) In our opinion, the Company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.
  • (xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No. 001076N/N500013

Rakesh R. Agarwal

Partner Place: Mumbai Membership No: 109632 Date : 28 May 2021 UDIN: 21109632AAAAFB5949

Annexure II to the Independent Auditor's Report of even date to the members of ITD Cementation India Limited on the standalone financial statements for the year ended 31 March 2021.

INDEPENDENT AUDITOR'S REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ('THE ACT')

  1. In conjunction with our audit of the standalone financial statements of ITD Cementation India Limited ('the Company') as at and for the year ended 31 March 2021, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR INTERNAL FINANCIAL CONTROLS

  1. The Company's Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company's business, including adherence to the 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, as required under the Act.

AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

  1. Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

    1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
    1. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

  1. A Company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

  1. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

  1. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March 2021, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No. 001076N/N500013

Rakesh R. Agarwal

Partner Place: Mumbai Membership No: 109632 Date : 28 May 2021 UDIN: 21109632AAAAFB5949

STANDALONE BALANCE SHEET as at March 31, 2021

Particulars Note
No.
As at
March 31, 2021
(` in Lakh)
As at
March 31, 2020
ASSETS
Non-current assets
Property, plant and equipment 3A 49,006.73 46,568.70
Right-of-use-asset 3B 4,301.44 6,045.55
Capital work-in-progress 5,337.02 479.93
Intangible assets 3C 593.49 782.39
Investments in subsidiary and unincorporated entities 5 40,084.46 44,678.64
Financial assets
Loans 6 792.66 743.41
Other financial assets 7 1,883.76 -
Deferred tax assets (net) 8 513.84 436.72
Income tax assets (net) 8 5,004.68 1,946.78
Other non-current assets 9 5,569.48 10,003.72
Total non-current assets 1,13,087.56 1,11,685.84
Current assets
Inventories 10 27,128.14 19,675.59
Financial assets
Investments 11 - -
Trade receivables 12 48,132.51 46,061.39
Cash and cash equivalents 13 8,101.62 18,833.07
Bank balances other than cash and cash equivalents 14 6,743.95 4,451.55
Loans 6 1,725.21 1,905.66
Other financial assets 7 1,199.36 1,743.22
Other current assets 9 80,339.30 60,910.61
Total current assets 1,73,370.09 1,53,581.09
Total Assets 2,86,457.65 2,65,266.93
EQUITY AND LIABILITIES
Equity
Equity share capital 15 1,717.88 1,717.88
Other equity 1,04,853.05 1,03,542.94
Total equity 1,06,570.93 1,05,260.82
Liabilities
Non-current liabilities
Financial Liabilities
Borrowings 16 8,696.01 1,664.23
Lease liabilities 17 2,924.60 4,467.21
Provisions 18 4,013.71 4,060.33
Total non-current liabilities 15,634.32 10,191.77
Current liabilities
Financial Liabilities
Borrowings 19 26,169.20 26,339.98
Trade payables 20
- Total outstanding dues of micro enterprises and small enterprises 1,416.18 216.85
- Total outstanding dues of creditors other than micro enterprises and small
enterprises
55,240.09 47,689.56
Lease liabilities 17 1,921.37 1,844.19
Other financial liabilities 21 8,549.13 7,777.07
Other current liabilities 22 69,906.99 64,919.93
Provisions 18 1,049.44 1,026.76
Total current liabilities 1,64,252.40 1,49,814.34
Total Equity and Liabilities 2,86,457.65 2,65,266.93

The accompanying notes form an integral part of the Standalone financial statements This is the Standalone Balance Sheet referred to in our audit report of even date

Chartered Accountants Firm Registration No. 001076N/N500013

Membership No: 109632 DIN: 08441312 DIN: 08291114

Place : Mumbai Place : Mumbai

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Prasad Patwardhan Rahul Neogi

Chief Financial Officer

Date : May 28, 2021 Date : May 28, 2021

ACA No.44453

STANDALONE STATEMENT OF PROFIT AND LOSS

for the year ended March 31, 2021

(` in Lakh)
Particulars Note
No.
Year ended
March 31, 2021
Year ended
March 31, 2020
INCOME :
Revenue from operations 23 2,20,831.88 2,14,199.87
Other income 24 856.68 423.67
Total Income 2,21,688.56 2,14,623.54
EXPENSES :
Cost of construction materials consumed 25 63,538.00 73,329.80
Subcontracting expenses 59,269.58 47,031.58
Employee benefits expense 26 30,131.58 28,583.14
Finance costs 27 11,133.68 9,198.42
Depreciation and amortisation expense 4 8,284.07 7,887.92
Other expenses 28 47,405.74 39,189.54
Total expenses 2,19,762.65 2,05,220.40
Profit before exceptional items and tax 1,925.91 9,403.14
Exceptional items 29 - (4,093.36)
Profit before tax 1,925.91 5,309.78
Tax expense 8
Current tax 477.41 865.80
Deferred tax (credit)/charge (127.43) 127.38
349.98 993.18
Profit for the year
(A)
1,575.93 4,316.60
Other comprehensive income/ (loss)
Items that will not be reclassified subsequently to profit or loss
- Gain/ (loss) on fair value of defined benefit plans as per actuarial
valuation
199.89 (421.60)
- Tax effect on above (50.31) 106.11
Items that will be reclassified subsequently to profit or loss
- Exchange difference of foreign operations 99.96 -
Other comprehensive income/ (loss) for the year, net of tax
(B)
249.54 (315.49)
Total comprehensive income for the year, net of tax
(A+B)
1,825.47 4,001.11
Earnings per equity share of nominal value ` 1 each
Basic and diluted (in `) 30 0.92 2.51

The accompanying notes form an integral part of the Standalone financial statements This is the standalone statement of profit and loss referred to in our audit report of even date

Chartered Accountants Firm Registration No. 001076N/N500013

Membership No: 109632 DIN: 08441312 DIN: 08291114

Place : Mumbai Place : Mumbai

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Prasad Patwardhan Rahul Neogi

Chief Financial Officer ACA No.44453

Date : May 28, 2021 Date : May 28, 2021

STANDALONE CASH FLOW STATEMENT

for the year ended March 31, 2021

(` in Lakh)
Particulars Year ended
March 31, 2021
Year ended
March 31, 2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax 1,925.91 5,309.78
Adjustments for
Depreciation and amortisation expense 8,284.07 7,887.92
Finance costs 11,133.68 9,198.42
Interest income (574.51) (354.31)
Impairment allowance on financial / non-financial assets 1,252.03 1,413.45
Receivables from a customer written off as exceptional item - 4,093.36
Share of profit from unincorporated entities (net) (807.15) (2,396.34)
(Profit) / Loss on disposal of property, plant and equipment (net) (233.10) 230.60
Unrealised foreign exchange loss (net) 1.69 8.01
Provision no longer required written back (848.21) (761.00)
Operating profit before working capital changes 20,134.41 24,629.89
Adjustment for changes in working capital
Increase in Inventories (7,452.55) (4,241.96)
Increase in trade receivables (2,902.36) (15,454.44)
Increase in financial and other assets (11,503.77) (15,481.89)
Increase in trade payables 9,148.14 5,298.04
Increase in financial and other liabilities 5,339.51 40,430.86
Cash generated from operations 12,763.38 35,180.50
Direct taxes paid (net) (3,516.92) (3,324.94)
Net cash generated from operating activities 9,246.46 31,855.56
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (including intangible assets, capital
work-in-progress, capital advances/payables)
(14,112.67) (9,832.25)
Proceeds from disposal of property, plant and equipment 1,333.36 465.05
Net Investments in bank deposits (4,175.76) (2,937.12)
Proceed from unincorporated entity (Investment) 7,790.39 2,957.44
Investment in unincorporated entity (5,369.38) (6,701.65)
Interest received 292.31 125.50
Net cash used in investing activities (14,241.75) (15,923.03)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from non-current borrowings 9,355.82 1,302.26
Repayment of non-current borrowings (1,748.58) (1,115.87)
Proceeds from/ (repayment of) short term borrowings (net) (170.78) 7,101.81
Repayment of lease obligation (2,607.04) (2,452.37)
Interest and other finance charges paid (10,050.61) (7,821.41)
Dividend paid (including dividend distribution tax) (514.97) (828.17)
Net cash used in financing activities (5,736.16) (3,813.75)
Net (decrease)/ increase in cash and cash equivalents
(A + B + C)
(10,731.45) 12,118.78
Cash and cash equivalents at the beginning of year 18,833.07 6,714.29
Cash and cash equivalents at the end of year (Refer note 13) 8,101.62 18,833.07

Note: The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.

The accompanying notes form an integral part of the standalone financial statements This is the Cash Flow statement referred to in our audit report of even date

Chartered Accountants Firm Registration No. 001076N/N500013

Membership No: 109632 DIN: 08441312 DIN: 08291114

Place : Mumbai Place : Mumbai

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Prasad Patwardhan Rahul Neogi

Chief Financial Officer

Date : May 28, 2021 Date : May 28, 2021

ACA No.44453

STANDALONE STATEMENT OF CHANGES IN EQUITY as at and for the year ended March 31, 2021

A) EQUITY SHARE CAPITAL

Particulars Number ` Lakh
Equity shares of ` 1 each issued, subscribed and paid
As at April 1, 2019 17,17,87,584 1,717.88
Issue of equity share - -
As at March 31, 2020 17,17,87,584 1,717.88
Issue of equity share - -
As at March 31, 2021 17,17,87,584 1,717.88

B) OTHER EQUITY

(` in Lakh)

Particulars Reserves and surplus Other comprehensive income Total equity
Securities
premium
General
reserve
Retained
earnings
Foreign
currency
translation
reserve
Equity instruments
at fair value
through other
comprehensive
income
attributable
to equity
holders
As at April 1, 2019 78,512.04 676.48 21,181.97 - (0.26) 100,370.23
Profit for the year - - 4,316.60 - - 4,316.60
Payment of dividend (including dividend
distribution tax)
- - (828.40) - - (828.40)
Other comprehensive loss for the year - - (315.49) - - (315.49)
As at March 31, 2020 78,512.04 676.48 24,354.68 - (0.26) 103,542.94
Profit for the year - - 1,575.93 - - 1,575.93
Payment of dividend (including dividend
distribution tax)
- - (515.36) - - (515.36)
Exchange difference of foreign operations - - - 99.96 - 99.96
Other comprehensive income for the year - - 149.58 - - 149.58
As at March 31, 2021 78,512.04 676.48 25,564.83 99.96 (0.26) 104,853.05

Nature and purpose of reserves

(i) Securities premium

Securities premium is used to record the premium received on issue of shares. This account is utilised in accordance with the provisions of the Companies Act 2013 ('the Act').

(ii) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn.

(iii) Retained Earnings

Retained earnings represents the profits/losses that the Company has earned / incurred till date including gain / (loss) on fair value of defined benefits plans as adjusted for distributions to owners, transfer to other reserves etc.

(iv) Foreign currency translation reserve

The Company has recognised exchange differences arising on translation of the foreign operations (i.e. Branch in Myanmar) in other comprehensive income and accumulated in 'Foreign Currency Translation Reserve' in Other Equity.

STANDALONE STATEMENT OF CHANGES IN EQUITY

as at and for the year ended March 31, 2021

(v) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within fair value through other comprehensive income ('FVTOCI') reserve within equity. The Company transfers amount from this reserve to retained earnings when the relevant equity securities are derecognised.

The accompanying notes form an integral part of the Standalone financial statements

This is the Standalone Statement of Changes in Equity referred to in our audit report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration No. 001076N/N500013

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director Membership No: 109632 DIN: 08441312 DIN: 08291114

Prasad Patwardhan Rahul Neogi Chief Financial Officer ACA No.44453

Place : Mumbai Place : Mumbai Date : May 28, 2021 Date : May 28, 2021

Company Secretary ACS No.10653

114 115 ANNUAL REPORT 2020-21 ITD CEMENTATION INDIA LIMITED

Note 1 CORPORATE INFORMATION

ITD Cementation India Limited ('ITD Cem' or 'the Company') is a public company domiciled in India and was incorporated in 1978 under the provisions of the erstwhile Companies Act, 1956. The Company having CIN L61000MH1978PLC020435, is engaged in construction of a wide variety of structures like maritime structures, Mass Rapid Transport Systems (MRTS), dams & tunnels, airports, highways, bridges & flyovers and other foundations and specialised engineering work. Its shares are listed on two recognised stock exchanges in India - the Bombay Stock Exchange and the National Stock Exchange. The registered office of the Company is located at National Plastic Building, A - Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai 400 057, India.

The standalone financial statements ("the financial statements") of the Company for the year ended March 31, 2021, were authorised for issue in accordance with the resolution of the Board of Directors on May 28, 2021.

Note 2 SIGNIFICANT ACCOUNTING POLICIES

i Basis of Preparation

The financial statements of the Company have been prepared to comply in all material respects with the Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013 ('the Act') read with Companies (Indian Accounting Standards) Rules as amended from time to time.

The financial statements have been prepared under the historical cost convention, with the exception of certain financial assets and liabilities which have been measured at fair value, on an accrual basis of accounting.

The Company's financial statements are reported in Indian Rupees, which is also the Company's functional currency, and all values are rounded to the nearest Lakh (` 00,000), except when otherwise indicated.

The statement of cash flow has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.

ii. Operating cycle for current and non-current classification:

All the assets and liabilities have been classified as current or non-current, wherever applicable, as per the operating cycle of the Company as per the guidance set out in Schedule III to the Act. Operating cycle for the business activities of the Company covers the duration of the project / contract / service including the defect liability period, wherever applicable, and extends upto the realisation of receivables (including retention monies) within the credit period normally applicable to the respective project.

iii. Accounting Estimates

The preparation of the financial statements, in conformity with the recognition and measurement principles of Ind AS, requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of financial statements and the results of operation during the reported period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates which are recognised in the period in which they are determined.

iv. Key accounting estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

a. Estimation uncertainty related to the global health pandemic on COVID-19

The outbreak of COVID-19 had disrupted regular business operations of the Company due to the lock down restrictions and other emergency measures imposed by the Government from time to time. The operations of the Company have started recovering from the economic slowdown caused by COVID-19 pandemic and reaching normalcy. The management has taken into account the possible impacts of known events, upto the date of the approval of these financial results, arising from COVID-19 pandemic on the carrying value of the assets and liabilities as at March 31, 2021. While the Company continues to closely monitor the impact of COVID-19 pandemic, there exists uncertainty in estimating

the future impact of COVID-19 pandemic on the Company and, accordingly, the actual impact in the future may be different from those presently estimated.

b. Contract revenue

Refer note 2(xvi)(a)

c. Valuation of investment in / loans to subsidiaries/ joint ventures

The Company has performed valuation for its investments in equity of certain subsidiaries and joint ventures for assessing whether there is any impairment in the fair value. When the fair value of investments in subsidiaries cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model. Similar assessment is carried for exposure of the nature of loans and interest receivable thereon. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as expected earnings in future years, liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of these investments.

d. Deferred tax assets

In assessing the realisability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realised. The ultimate realisation of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

e. Defined benefit plans

The cost and present value of the gratuity obligation and compensated absences are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, attrition rate and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

f. Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease required significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company revises the lease term if there is a change in noncancellable period of a lease.

g. Useful lives of property, plant and equipment and intangible assets

The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of assets are determined by the management at the time of acquisition of asset and reviewed periodically, including at each financial year. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

h. Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as result of a past event and it is probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. Contingent assets are disclosed where an inflow of economic benefits is probable.

v. Fair value measurement

The Company measures financial instruments, at fair value at each balance sheet date. (Refer note 36)

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • In the principal market for the asset or liability, or
  • In the absence of a principal market, In the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company's accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Management also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. This note summarises accounting policy for fair value.

Other fair value related disclosures are given in the relevant notes.

  • Disclosures for valuation methods, significant estimates and assumptions (notes 35, 38, 39 and 40).
  • Financial instruments (including those carried at amortised cost) (notes 6, 7, 12, 13, 14, 16, 17, 19, 20 and 21).
  • Quantitative disclosure of fair value measurement hierarchy (note 36).

vi. Property, Plant and Equipment (Tangible assets)

Property, Plant and Equipment is stated at cost of acquisition including attributable interest and finance costs, if any, till the date of acquisition/ installation of the assets less accumulated depreciation and accumulated impairment losses, if any.

Subsequent expenditure relating to Property, Plant and Equipment is capitalised only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the Statement of Profit and Loss as incurred. The cost and related accumulated depreciation are eliminated from the financial statements, either on disposal or when retired from

active use and the resultant gain or loss are recognised in the Statement of Profit and Loss.

vii. Capital work-in-progress

Capital work-in-progress, representing expenditure incurred in respect of assets under development and not ready for their intended use, are carried at cost. Cost includes related acquisition expenses, construction cost and other direct expenditure.

viii. Intangible Assets

Intangible assets are stated at cost, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably, less accumulated amortisation and accumulated impairment losses, if any.

Intangible assets mainly comprise of license fees and implementation cost for software and other application software acquired for in-house use.

ix. Depreciation and amortisation

Depreciation is provided for property, plant and equipment so as to expense the cost less residual value over their estimated useful lives on a straight line basis. Intangible assets are amortised from the date they are available for use, over their estimated useful lives. The estimated useful lives are as mentioned below:

Asset category Useful life (in years) Basis of determination of useful lives^
Buildings 60 Assessed to be in line with Schedule II to the Act.
Leasehold improvements Lower of lease period or 5 years Assessed to be in line with Schedule II to the Act.
Plant and equipment (including
tools and equipment)
3 to 21 Based on technical evaluation by management's
expert.
Vehicles 8 Assessed to be in line with Schedule II to the Act.
Office equipment 5 Assessed to be in line with Schedule II to the Act.
Furniture and fixtures 10 Assessed to be in line with Schedule II to the Act.
Computers 3 to 6 Assessed to be in line with Schedule II to the Act.
Intangible (Computer software) 5 Assessed to be in line with Schedule II to the Act.

^ Useful lives of asset classes determined by management estimate, which are generally higher than those prescribed under Schedule II to the Act and are supported by the internal technical assessment of useful lives.

The estimated useful life and residual values are reviewed at each financial year end and the effect of any change in the estimates of useful life/residual value is accounted on prospective basis.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Depreciation on additions is provided on a pro-rata basis, from the date on which asset is ready to use.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are accounted in the Statement of Profit and Loss under Other income and Other expenses.

x. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

a. Financial Assets

(i) Initial Recognition

In the case of financial assets, not recorded at fair value through profit or loss (FVPL), financial assets are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date i.e., the date that the Company commits to purchase or sell the asset.

(ii) Subsequent Measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

- Financial Assets at Amortised Cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income from these financial assets is included in finance income using the effective interest rate ("EIR") method. Impairment gains or losses arising on these assets are recognised in the Statement of Profit and Loss.

- Financial Assets Measured at Fair Value

Financial assets are measured at fair value through Other Comprehensive Income ('OCI') if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in the Statement of Profit and Loss.

Financial asset not measured at amortised cost or at fair value through OCI is carried at FVPL.

(iii) Impairment of Financial Assets

In accordance with Ind AS 109, the Company applies the Expected Credit Loss ("ECL") model for measurement and recognition of impairment loss on financial assets and credit risk exposures.

The Company follows 'simplified approach' for recognition of impairment loss allowance on trade receivables. Simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL impairment loss allowance (or reversal) during the period is recognised as income/expense in the Statement of Profit and Loss.

(iv) De-recognition of Financial Assets

The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity.

If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the assets and an associated liability for amounts it may have to pay.

If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

b. Equity Instruments and Financial Liabilities

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

(i) Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument.

(ii) Financial Liabilities

- Initial Recognition

Financial liabilities are classified, at initial recognition, as financial liabilities at FVPL, loans and borrowings and payables as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

- Subsequent Measurement

The measurement of financial liabilities depends on their classification, as described below :

- Financial liabilities at FVPL

Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Amortisation is recognised as finance income in the Statement of Profit and Loss.

- Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the Statement of Profit and Loss.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

- Derivative financial instruments

The Company uses derivative financial instruments i.e. foreign exchange forward and options contracts to manage its exposure to foreign exchange risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. The Company uses hedging instruments that are governed by the policies of the Company.

Hedge Accounting

The Company uses foreign currency forward and options contracts to hedge

its foreign currency risks which are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value with changes in fair value recognised in the Standalone Statement of Profit and Loss in the period when they arise.

- De-recognition of Financial Liabilities

Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as de-recognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

c. Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realise the assets and settle the liabilities simultaneously.

xi. Employee Benefits

a. Defined Contribution Plan

Contributions to defined contribution schemes such as superannuation scheme, employees' state insurance, labour welfare are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. The above benefits are classified as Defined Contribution Schemes as the Company has no further obligations beyond the monthly contributions.

b. Defined Benefit Plan

In respect of certain employees, provident fund contributions are made to a trust administered by the Company. The interest rate payable to the members of the trust shall not be lower than the statutory rate of interest declared by Central Government under Employees Provident Fund and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the Company. The contribution paid or payable including the interest shortfall, if any, is recognised as an expense in the period in which services are rendered by the employee. Accordingly the Provident Fund is treated as a defined benefit plan. Further, the pattern of investments for investible funds is as prescribed by the Government. Accordingly, other related disclosures in respect of provident fund have not been made.

The Company also provides for gratuity which is a defined benefit plan, the liabilities of which is determined based on valuations, as at the balance sheet date, made by an independent actuary using the projected unit credit method. Re-measurement, comprising of actuarial gains and losses, in respect of gratuity are recognised in the OCI, in the period in which they occur. Re-measurement recognised in OCI are not reclassified to the Statement of Profit and Loss in subsequent periods. Past service cost is recognised in the Statement of Profit and Loss in the year of plan amendment or curtailment.

c. Leave entitlement and compensated absences

Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement, other than short term compensated absences, are provided based on a actuarial valuation, similar to that of gratuity benefit. Re-measurement, comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the Statement of Profit and Loss in the period in which they occur.

d. Short-term Benefits

Short-term employee benefits such as salaries, wages, performance incentives etc. are recognised as expenses at the undiscounted amounts in the Statement of Profit and Loss of the period in which the related service is rendered. Expenses on non-accumulating compensated absences is recognised in the period in which the absences occur.

xii. Inventories

a. Construction materials are valued at lower of cost and net realisable value. Cost is determined on a weighted average method and comprises the purchase price including duties and taxes

(other than those subsequently recoverable by the Company from the taxing authorities). Net Realisable value is the estimated selling price in the ordinary course of business, less the estimated cost necessary to make the sale.

b. Spares that are of regular use are charged to the statement of profit and loss as and when consumed.

xiii. Cash and Cash Equivalents

Cash and cash equivalents in the Balance Sheet comprises of cash at banks and on hand and shortterm deposits with an original maturity of three month or less, which are subject to an insignificant risk of changes in value.

xiv. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker regularly monitors and reviews the operating result of the whole Company as one segment of "Construction". Thus, as defined in Ind AS 108 "Operating Segments", the Company's entire business falls under this one operational segment and hence the necessary information has already been disclosed in the Balance Sheet and the Statement of Profit and Loss.

xv. Foreign Exchange Translation of Foreign Projects and Accounting of Foreign Exchange Transaction

a. Initial Recognition

Foreign currency transactions are initially recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

b. Conversion

Monetary assets and liabilities denominated in foreign currencies are reported using the closing rate at the reporting date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

c. Treatment of Exchange Difference

Exchange differences arising on settlement/ restatement of foreign currency monetary assets and liabilities of the Company are recognised as income or expense in the Statement of Profit and Loss.

xvi. Revenue Recognition

a. Contract Revenue

The Company derives revenues primarily from providing construction services.

Effective 1 April 2019, the Company adopted Ind AS 115 "Revenue from Contracts with Customers" using the cumulative catch-up transition method, applied to contracts that were not completed as of April 1, 2019. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The effect on adoption of Ind AS 115 was insignificant. On account of adoption of Ind AS 115, unbilled workin-progress (contract asset) has been considered as non-financial asset and accordingly classified under other current assets.

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

Revenue from construction services, where the performance obligations are satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognised as per the percentage-of-completion method. The percentage-of-completion of a contract is determined by the proportion that contract costs incurred for work performed upto the reporting date bear to the estimated total contract costs. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved.

Transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring good or service to a customer excluding amounts collected on behalf of a third party and is adjusted for variable considerations.

Contract revenue earned in excess of certification are classified as contract assets (which we refer as unbilled work-in-progress) while certification in excess of contract revenue are classified as

contract liabilities (which we refer to as due to customer). Advance payments received from contractee for which no services are rendered are presented as 'Advance from contractee'.

Due to the nature of the work required to be performed on many of the performance obligations, the estimation of total revenue and cost of completion is complex, subject to many variables and requires significant judgment. Variability in the transaction price arises primarily due to liquidated damages, price variation clauses, changes in scope, incentives, if any. The Company considers its experience with similar transactions and expectations regarding the contract in estimating the amount of variable consideration to which it will be entitled and determining whether the estimated variable consideration should be constrained. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved.The estimates of variable consideration are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available.

Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or contract price. The accounting for modifications of contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract, if the additional services are priced at the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.

The Company presents revenues net of indirect taxes in its Statement of Profit and Loss.

Costs to obtain a contract which are incurred regardless of whether the contract was obtained are charged-off in Statement of Profit and Loss immediately in the period in which such costs are incurred.

b. Share of profit and loss from unincorporated entities in the nature of Subsidiary, Joint Venture or Joint Operations

In case of Unincorporated Entities in the nature of subsidiary / joint venture, share of profit and loss are recognised in the Statement of Profit and Loss as and when the right to receive the profit share or obligation to settle the loss is established.

In case of Unincorporated Entities in the nature of a Joint Operation; the Company recognises its direct right to the assets, liabilities, contingent liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings.

xvii. Other Income

a. Interest Income

Interest income is accrued on a time proportion basis, by reference to the principal outstanding and the applicable Effective Interest Rate (EIR).

b. Other Income

Other items of income are accounted as and when the right to receive such income arises and it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably.

xviii. Income Taxes

Income tax expense comprises of current tax expense and the net change in the deferred tax asset or liability during the period. Current and deferred taxes are recognised in the Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

a. Current Taxes

Current income tax is recognised based on the estimated tax liability computed after taking credit for allowances and exemptions in accordance with the Income Tax Act, 1961. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid

to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

b. Deferred Taxes

Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities are recognised for all deductible temporary differences between the financial statements' carrying amount of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantively enacted at the Balance Sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Such assets are reviewed at each Balance Sheet date to reassess realisation.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

xix. Leases

Effective April 1, 2019, the Company has adopted Ind AS 116, "Leases" using the modified retrospective approach, as a result of which the comparative information is not required to be restated.

The Company's lease asset classes primarily consist of leases for land, building and plant and equipment. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange of the consideration.

At the date of the commencement of the lease, the Company recognises a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability for all the lease arrangements in which it is a lease, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. The estimated useful life of the assets are determined on the same basis as those of property, plant and equipment.

Right-of-use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Carrying amount of right-of-use asset is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The future lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. For a lease with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole.

Right-of-use assets and Lease liabilities have been separately presented in the Balance Sheet. Further, lease payments have been classified as financing cash flows.

xx. Impairment of non-financial assets

As at each Balance Sheet date, the Company assesses whether there is an indication that a non-financial asset may be impaired and also whether there is an indication of reversal of impairment loss recognised in the previous periods. If any indication exists, or when annual impairment testing for an asset is required, the Company determines the recoverable amount and impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined:

  • In case of an individual asset, at the higher of the assets' fair value less cost to sell and value in use; and

  • In case of cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of cash generating unit's fair value less cost to sell and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specified to the asset. In determining fair value less cost to sell, recent market transaction are taken into account. If no such transaction can be identified, an appropriate valuation model is used.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit and Loss, except for properties previously revalued with the revaluation taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation.

When the Company considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through the Statement of Profit and Loss.

xxi. Earnings Per Share

Basic earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.

Diluted earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company and weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares).

xxii. Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions (excluding gratuity and compensated absences) are determined based on management's estimate required to settle the obligation at the Balance Sheet date. In case the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates.

Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A contingent liability also arises, in rare cases, where a liability cannot be recognised because it cannot be measured reliably.

Contingent assets are disclosed where an inflow of economic resources is probable.

xxiii. Commitments

Commitments are future liabilities for contractual expenditure, classified and disclosed as estimated amount of contracts remaining to be executed on capital account and not provided for.

xxiv. Exceptional Items

When items of income and expense within profit or loss from ordinary activities are of such size, nature or incidence that their disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of such material items are disclosed separately as exceptional items.

xxv. Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable to the Company effective ApriI 1, 2021.

Note 3 PROPERTY, PLANT AND EQUIPMENT

3A Tangible Assets

(` in Lakh)
Freehold land Buildings Leasehold
improvements
Plant and
equipment
Furniture and
fixtures
Office
equipment
Computers Vehicles Total
Gross carrying value (at deemed cost)
As at April 1, 2019 549.92 2,284.89 511.01 52,069.58 71.98 239.30 887.75 377.76 56,992.19
Additions - 235.79 - 10,077.39 11.96 24.65 82.71 10.00 10,442.50
Disposals - - - (1,239.21) - (1.47) (8.62) (50.85) (1,300.15)
As at March 31, 2020 549.92 2,520.68 511.01 60,907.76 83.94 262.48 961.84 336.91 66,134.54
Additions - - - 9,198.08 29.16 33.72 94.02 44.28 9,399.26
Disposals - - - (1,685.80) - - - (13.50) (1,699.30)
As at March 31, 2021 549.92 2,520.68 511.01 68,420.04 113.10 296.20 1,055.86 367.69 73,834.50
Accumulated depreciation
As at April 1, 2019 - 100.52 135.13 13,726.07 20.80 150.48 257.94 183.71 14,574.65
Depreciation charge - 43.13 49.97 5,238.94 7.24 23.83 172.77 59.71 5,595.59
Accumulated depreciation on disposals - - - (556.13) - (1.22) (8.19) (38.86) (604.40)
As at March 31, 2020 - 143.65 185.10 18,408.88 28.04 173.09 422.52 204.56 19,565.84
Depreciation charge - 44.71 49.97 5,511.55 12.84 27.95 174.08 39.87 5,860.97
Accumulated depreciation on disposals - - - (586.46) - - - (12.58) (599.04)
As at March 31, 2021 - 188.36 235.07 23,333.97 40.88 201.04 596.60 231.85 24,827.77
Net carrying value
As at March 31, 2020 549.92 2,377.03 325.91 42,498.88 55.90 89.39 539.32 132.35 46,568.70
As at March 31, 2021 549.92 2,332.32 275.94 45,086.07 72.22 95.16 459.26 135.84 49,006.73

Notes:

REPORT 2020-21 ITD CEMENTATION INDIA LIMITED

(i) Refer notes 16 and 19 for information of Property, plant and equipment pledged as security against borrowings of the Company.

(ii) Refer note 31(B) for disclosure of contractual commitments for acquisition of Property, plant and equipment.

(iii) Includes purchase of Property, Plant and Equipment aggregating 2,354.23 Lakh (March 31, 2020: 3,052.92 Lakh) from related parties [Refer note 37(b)]

3B Right-of-use-asset

(` in Lakh)
Land Buildings Plant and
equipment
Total
Gross carrying value
Impact of adoption of Ind AS 116 as at 1 April 2019 117.19 3,896.86 3,857.58 7,871.63
Additions - 70.64 241.53 312.17
Disposals - (36.63) - (36.63)
As at March 31, 2020 117.19 3,930.87 4,099.11 8,147.17
Additions 284.03 34.90 167.34 486.27
Disposals - (12.99) - (12.99)
As at March 31, 2021 401.22 3,952.78 4,266.45 8,620.45
Accumulated depreciation
As at April 1, 2019 - - - -
Depreciation charge 57.10 624.99 1,431.12 2,113.21
Accumulated depreciation on disposals - (11.59) - (11.59)
As at March 31, 2020 57.10 613.40 1,431.12 2,101.62
Depreciation charge 98.40 621.49 1,506.61 2,226.50
Accumulated depreciation on disposals - (9.11) - (9.11)
As at March 31, 2021 155.50 1,225.78 2,937.73 4,319.01
Net carrying value
As at March 31, 2020 60.09 3,317.47 2,667.99 6,045.55
As at March 31, 2021 245.72 2,727.00 1,328.72 4,301.44

Note: Refer Note 40 for the disclosures related to Ind AS 116 - Leases.

3C Intangible assets - Computer software

(` in Lakh)
Gross carrying value
As at April 1, 2019 808.84
Additions 189.52
Disposals -
As at March 31, 2020 998.36
Additions 7.70
Disposals -
As at March 31, 2021 1,006.06
Accumulated amortisation
As at April 1, 2019 36.85
Amortisation charge 179.12
Reversal on disposal of assets -

(` in Lakh)
As at March 31, 2020 215.97
Amortisation charge 196.60
Reversal on disposal of assets -
As at March 31, 2021 412.57
Net carrying value
As at March 31, 2020 782.39
As at March 31, 2021 593.49

Note 4 DEPRECIATION AND AMORTISATION EXPENSE

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
a) Depreciation of tangible assets 5,860.97 5,595.59
b) Depreciation on right-of-use-asset 2,226.50 2,113.21
c) Amortisation of intangible assets 196.60 179.12
Total depreciation and amortisation expense 8,284.07 7,887.92

Note 5 INVESTMENTS IN SUBSIDIARY AND UNINCORPORATED ENTITIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non - current
(i) Investment in equity instruments of subsidiary at cost 5.00 5.00
(ii) Deemed investment in unincorporated entities
a)
Unincorporated entities classified as subsidiaries
21,631.23 19,132.97
b)
Unincorporated entities classified as joint ventures
18,448.23 25,540.67
Total non-current investments 40,084.46 44,678.64

5.1 Detailed list of non-current investments

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
(i) Investments in equity of subsidiary at cost, unquoted
ITD Cementation Projects India Limited 5.00 5.00
50,000 (March 31, 2020: 50,000) equity shares of ` 10 each, fully paid up
5.00 5.00
(ii) Deemed investments in unincorporated entities, unquoted
a) Unincorporated entities classified as subsidiaries *
ITD Cemindia JV ^ 21,631.23 19,132.97
ITD Cem-Maytas Consortium - -
21,631.23 19,132.97
(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
b)
Unincorporated entities classified as joint ventures *
ITD - ITDCem JV ^# 18,448.23 25,540.67
ITD - ITDCem JV (Consortium of ITD - ITD Cementation) - -
CEC-ITD Cem-TPL JV - -
18,448.23 25,540.67
Total non-current investments 40,084.46 44,678.64

* Being unincorporated entities, the Company does not require to have any investment in these entities as per the joint venture agreement.

^ Receivables from unincorporated entities represent Company's net investment in the entities. Accordingly they have been reclassified as deemed investment under Ind AS.

Includes 57.49 Lakh (March 31, 2020 : 57.49 Lakh) representing fair value of financial guarantee

Details:

Aggregate value of non-current investments is as follows:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
(i) Aggregate carrying value of unquoted investments 40,084.46 44,678.64
(ii) Aggregate value of quoted investments and market value thereof - -
(iii) Aggregate value of Impairment of investments - -
40,084.46 44,678.64
(i) Investments carried at deemed cost 40,084.46 44,678.64
(ii) Investments carried at amortised cost - -
(iii) Investments carried at fair value through profit and loss - -
40,084.46 44,678.64

Note 6 LOANS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Security deposits 792.66 743.41
Total non-current loans 792.66 743.41
Current
Security deposits 1,690.37 1,870.82
Loan to subsidiary [Refer note 37(c)] 34.84 34.84
Total current loans 1,725.21 1,905.66
Total loans 2,517.87 2,649.07
Break-up of security details
Loans considered good - secured - -
Loans considered good - unsecured 2,517.87 2,649.07
Loans which have significant increase in credit risk - -
Loans - credit impaired 172.57 63.79
Total 2,690.44 2,712.86
Less: Impairment allowance (172.57) (63.79)
Total loans 2,517.87 2,649.07

Note 7 OTHER FINANCIAL ASSETS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Bank deposits with maturity of more than 12 months ^ 1,883.76 -
Total non-current financial assets 1,883.76 -
^ held as margin money or security against borrowings, guarantees and other commit
ments issued by banks on behalf of the Company
Current
Receivable from unincorporated entities [Refer note 37(c)] 970.36 1,612.60
Interest accrued on deposits 171.21 95.81
Employee advances 57.79 23.98
Foreign currency forward contract - 10.83
Total current financial assets 1,199.36 1,743.22
Total other financial assets 3,083.12 1,743.22

Note 8 INCOME TAX ASSETS (NET)

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
i. The following table provides the details of income tax assets and liabilities:
a)
Income tax assets
13,836.05 13,684.91
b)
Current income tax liabilities
(8,831.37) (11,738.13)
Net income tax assets 5,004.68 1,946.78
ii. The gross movement in the current tax asset:
Net current income tax assets/ (liabilities) at the beginning 1,946.78 (601.68)
Interest on income tax refund 18.39 89.32
Income tax paid (net) 3,516.92 3,324.94
Current income tax expense (477.41) (865.80)
Net current income tax assets at the end 5,004.68 1,946.78
(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
iii. Income tax expense in the Statement of Profit and Loss comprises:
Current income taxes 477.41 865.80
Deferred income tax (credit) / charge (127.43) 127.38
Income tax expenses in Statement of Profit and Loss (net) 349.98 993.18
Deferred income tax charge / (credit) in Other Comprehensive Income 50.31 (106.11)
Income tax expenses (net) 400.29 887.07
(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
iv. A reconciliation of the income tax provision to the amount computed by
applying the statutory income tax rate to the profit before income taxes is
as below:
Profit before income tax 1,925.91 5,309.78
Applicable income tax rate (Refer note 8.1 below) 25.17% 25.17%
Computed expected tax expense 484.71 1,336.37
Effect of expenses not allowed for tax purpose 80.53 131.02
Effect of income not considered for tax purpose (224.03) (346.08)
Effect of difference in tax rate in overseas branch 8.77 -
Effect of change in tax rate (Refer note 8.1 below) - (128.13)
Income tax expense charged to the Statement of Profit and Loss 349.98 993.18

Note 8.1 : During the previous year ended March 31, 2020, the Company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognised provision for income tax basis the rate prescribed in the said section. The Company also remeasured their deferred tax assets basis the revised rate and the impact of this change has been recognised in the statement of profit and loss during the previous year.

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
v. Components of deferred income tax assets and liabilities arising on
account of temporary differences are:
Deferred income tax asset
(a) Deferred tax assets
Impairment allowance of financial assets 1,335.12 1,020.01
Expenses allowable on payment basis 1,520.35 1,579.38
Other temporary differences 140.93 126.35
2,996.40 2,725.74
(b) Deferred tax liability
Timing difference on depreciation and amortisation of tangible and
intangible assets
2,482.56 2,289.02
2,482.56 2,289.02
Deferred tax assets (net) [a-b] 513.84 436.72

vi. Movement in deferred tax assets / (liabilities) (` in Lakh)

Impairment
allowance of
financial assets
Expenses
allowable
on payment
basis
Other
temporary
differences
Timing difference
on depreciation and
amortisation of tan
gible and intangible
assets
Total
As at April 1, 2019 1,457.83 2,037.51 17.14 (3,054.49) 457.99
(Charged) / credited
- to profit or loss (437.82) (564.24) 109.21 765.47 (127.38)
- to other comprehensive income - 106.11 - - 106.11
As at March 31, 2020 1,020.01 1,579.38 126.35 (2,289.02) 436.72

vi. Movement in deferred tax assets / (liabilities) (Contd.) (` in Lakh)
Impairment
allowance of
financial assets
Expenses
Other
Timing difference
allowable
temporary
on depreciation and
on payment
differences
amortisation of tan
basis
gible and intangible
assets
Total
(Charged) / credited
- to profit or loss 315.11 (8.72) 14.58 (193.54) 127.43
- to other comprehensive income - (50.31) - - (50.31)
As at March 31, 2021 1,335.12 1,520.35 140.93 (2,482.56) 513.84

Note 9 OTHER ASSETS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Capital advances 1,311.64 1,310.45
Balances with government authorities 4,257.84 8,693.27
Total other non-current assets 5,569.48 10,003.72
Current
Unbilled work-in-progress 66,710.15 51,357.01
Advance to suppliers and subcontractors 3,535.65 3,003.66
Balances with government authorities 8,386.22 4,520.97
Prepaid expenses 2,766.24 2,775.92
81,398.26 61,657.56
Less: impairment allowance (1,058.96) (746.95)
Total other current assets 80,339.30 60,910.61
Total other assets 85,908.78 70,914.33

Note 10 INVENTORIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Construction materials 24,583.41 17,640.54
Spares 2,544.73 2,035.05
Total inventories 27,128.14 19,675.59

Note 11 CURRENT INVESTMENTS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Investments in equity instruments at fair value through other comprehensive
income
AVR Infra Private Limited 0.26 0.26
2,600 (March 31, 2020: 2,600) equity shares of ` 10 each, fully paid.
Less: impairment allowance (0.26) (0.26)
Total current investments - -

Note 12 TRADE RECEIVABLES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Current trade receivables
[Including retention 24,637.85 Lakh (March 31, 2020 : 18,518.44 Lakh)]
48,132.51 46,061.39
Total current trade receivables 48,132.51 46,061.39
Break-up of security details
Trade receivables considered good - secured - -
Trade receivables considered good - unsecured 48,132.51 46,061.39
Trade receivables which have significant increase in credit risk (Refer note 38) - -
Trade receivables - credit impaired 4,073.32 3,242.08
Total 52,205.83 49,303.47
Less: impairment allowance (4,073.32) (3,242.08)
Total trade receivables 48,132.51 46,061.39

Notes:

(i) Includes 1,040.97 Lakh (March 31, 2020 : 210.44 Lakh) receivables from related parties [Refer note 37(c)]

(ii) There are no trade receivables due from any director or any officer of the Company, either severally or jointly with any other person, or from any firms or private companies in which any director is a partner, a director or a member.

(iii) Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days, except retention deposit which are due after completion of defect liability period of the respective projects.

Note 13 CASH AND CASH EQUIVALENTS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Balance with banks in current accounts 8,055.33 18,757.70
Cash on hand 46.29 75.37
Total cash and cash equivalents 8,101.62 18,833.07

Note 14 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Bank deposits with maturity of less than 12 months 51.20 -
Earmarked balances with banks for:
Bank deposits held as margin money or security against borrowings, guarantees
and other commitments issued by banks on behalf of the Company
6,683.61 4,442.81
Balances with bank for unclaimed dividend (Refer note 14.1 below) 9.14 8.74
Total bank balances other than cash and cash equivalents 6,743.95 4,451.55

Notes: 14.1 There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as at each reporting period.

Note 15 EQUITY SHARE CAPITAL

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Authorised share capital
300,000,000 Equity shares of ` 1 each 3,000.00 3,000.00
(March 31, 2020: 300,000,000)
45,000,000 Redeemable preference shares of ` 10 each 4,500.00 4,500.00
(March 31, 2020: 45,000,000)
Total authorised share capital 7,500.00 7,500.00
Issued equity share capital:
171,812,844 Equity shares of ` 1 each 1,718.13 1,718.13
(March 31, 2020:171,812,844)
Total issued equity share capital 1,718.13 1,718.13
Subscribed and fully paid-up equity share capital:
171,787,584 Equity shares of `1 each fully paid up 1,717.88 1,717.88
(March 31, 2020:171,787,584)
Total Subscribed and fully paid-up equity share capital 1,717.88 1,717.88

a. Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period

Number ` Lakh
As at April 1, 2019 17,17,87,584 1,717.88
Issued during the year - -
As at March 31, 2020 17,17,87,584 1,717.88
Issued during the year - -
As at March 31, 2021 17,17,87,584 1,717.88

b. Terms/rights attached to equity shares:

The Company has only one class of equity shares having a par value of ` 1 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Shares held by holding company

As at March 31, 2021 As at March 31, 2020
No. of shares % held No. of shares % held
Equity shares of ` 1 each
Italian-Thai Development Public Company
Limited, Thailand
80,113,180 46.64% 80,113,180 46.64%

d. Shareholding of more than 5%:

Name of the Shareholder As at March 31, 2021 As at March 31, 2020
No. of shares % held No. of shares % held
Promoter
Italian-Thai Development Public Company
Limited, Thailand
80,113,180 46.64% 80,113,180 46.64%
Non-promoter
Franklin India Focused Equity Fund 17,100,000 9.95% 17,100,000 9.95%
Reliance Capital Trustee Co. Limited - - 13,027,423 7.58%
Massachusetts Institute of Technology 11,586,000 6.74% - -
Nippon Life India Trustee Limited 11,219,299 6.53% - -

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

e. Bonus shares/ buy back/shares for consideration other than cash issued during past five years:

  • (i) Aggregate number and class of shares allotted as fully paid up pursuant to contracts without payment being received in cash - Nil
  • (ii) Aggregate number and class of shares allotted as fully paid up by way of bonus shares Nil
  • (iii) Aggregate number and class of shares bought back Nil
  • f. Out of the total issued capital, 25,260 (March 31, 2020: 25,260) equity shares of `1 each have been kept in abeyance pending final settlement of rights issues.
  • g. The Board of Directors of the Company has recommended equity dividend of 0.12 per share (March 31, 2020: 0.30 per share) for the year ended March 31, 2021. (Refer note 42)

Note 16 BORROWINGS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current portion:
Secured
Rupee Term loans
From Banks (Refer note 16.1) 7,508.47 -
Plant loans
From Banks (Refer note 16.2) 1,187.54 1,664.23
Total non-current borrowings 8,696.01 1,664.23
Current maturities of long-term debts
Secured
Rupee Term loans
From Banks (Refer note 16.1) 919.85 -
919.85 -
Plant loans
From Banks (Refer note 16.2) 966.29 1,137.87
From Others (Refer note 16.3) - 172.80
966.29 1,310.67
Total current maturities of long-term debts 1,886.14 1,310.67
Total borrowings 10,582.15 2,974.90

Terms of repayment and details of security

Note 16.1 - Rupee Term loan from banks

During the year, the Company obtained loan aggregating ` 3,500 Lakh for reimbursement of capital expenses. This loan carries an interest rate linked to 1 year SBM MCLR currently at 9.55% p.a. and are repayable in 14 quarterly installments beginning from September 2021. This loan is secured with exclusive charge on an immovable property of the Company.

During the year, the Company obtained loans aggregating ` 4,928.32 Lakh under Emergency Credit Line Guarantee Scheme 2.0 ('ECLGS') for general corporate/long term working capital purposes. These loans carry interest rates ranging from 7.50% p.a. to 9.25% p.a. for a period of 60 months including moratorium period of 12 months and thereafter repayable in 48 equal monthly installments beginning from February 2022. These loans are secured by second pari passu charge on the current assets and movable plant and machinery, other than those charged in favour of Plant loans. The entire facility under ECLGS is also covered by way of 100% guarantee cover available from National Credit Guarantee Trustee Company Limited (NCGTC).

Note 16.2 - Plant loans from banks

Loans obtained for purchase of construction equipment carry interest rates ranging from 7.65% p.a. to 9.50% p.a. (March 31, 2020 : 8.25% p.a. to 9.50% p.a.) and balance outstanding as on March 31, 2021 (` 2,153.83 Lakh) are repayable in 1 to 60 monthly installments. These loans are secured by first and exclusive charge on specific equipment financed by the banks.

Note 16.3 - Plant loans from others

Loans obtained for purchase of construction equipment have been fully repaid in current year. These loans were secured by first and exclusive charge on specific equipment financed by the financial institution. These loans carried interest rates ranging from 11.00% p.a. to 12.50% p.a.

Note 16.4 - Net debt reconciliation

An analysis of net debts and the movement in net debts for each of the reporting period is as follows:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current borrowings (includes accrued interest) 10,610.23 2,983.71
Current borrowings (includes accrued interest) 26,183.81 26,381.38
Cash and cash equivalents (8,101.62) (18,833.07)
Net debts 28,692.42 10,532.02

(` in Lakh)

Other assets Liabilities from financing activities Total
Cash and Cash
equivalents
Non-current
borrowings
Current borrowings
Net debt as at April 1, 2019 (6,714.29) 2,800.06 19,238.17 15,323.94
Cash flows (net) (12,118.78) 186.39 7,101.81 (4,830.58)
Interest expense - 222.69 3,023.36 3,246.05
Interest paid - (225.43) (2,981.96) (3,207.39)
Net debt as at March 31, 2020 (18,833.07) 2,983.71 26,381.38 10,532.02
Cash flows (net) 10,731.45 7,607.24 (170.78) 18,167.91
Interest expense - 327.33 3,668.83 3,996.16
Interest paid - (308.05) (3,695.62) (4,003.67)
Net debt as at March 31, 2021 (8,101.62) 10,610.23 26,183.81 28,692.42

Note 17 LEASE LIABILITIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Lease liabilities 2,924.60 4,467.21
Current
Lease liabilities 1,921.37 1,844.19
Total lease liabilities 4,845.97 6,311.40

Note: Refer note 40 for the disclosures related to Ind AS 116 - Leases.

Note 18 PROVISIONS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Provision for employee benefits (Refer note 35)
- Gratuity 2,050.06 2,184.39
- Leave entitlement and compensated absences 1,963.65 1,875.94
Total non-current provisions 4,013.71 4,060.33
Current
Provision for employee benefits (Refer note 35)
- Gratuity 826.88 825.46
- Leave entitlement and compensated absences 222.56 201.30
Total current provisions 1,049.44 1,026.76
Total provisions 5,063.15 5,087.09

Note 19 CURRENT BORROWINGS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Secured
Loan repayable on demand from banks
- Cash credit facilities (Refer note 19.1) 1,276.37 5,014.63
- Working capital demand loans (Refer note 19.2) 24,892.83 21,325.35
Total current borrowings 26,169.20 26,339.98

Note 19.1 Cash credit facilities (secured) :

Cash credit facilities availed from consortium bankers carry effective interest rates ranging from 8.65% p.a. to 11.80% p.a. (March 31, 2020: 10.10 % p.a. to 13.25% p.a.) and are secured by first pari passu charge on the current assets and movable plant and machinery (other than those charged in favour of Plant loans). These facilities are repayable on demand.

Note 19.2 Working capital demand loans (secured) :

Working capital demand loans carry effective interest rates ranging from 8.20% p.a. to 12.15% p.a. (March 31, 2020 : 8.75 % p.a. to 12.15% p.a.) and are secured by first pari passu charge on the current assets and movable plant and machinery (other than those charged in favour of Plant loans). These facilities are repayable on demand.

Note 20 TRADE PAYABLES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
-
Total outstanding dues of micro enterprises and small enterprises (Refer
note 20.1)
1,416.18 216.85
-
Total outstanding dues of creditors other than micro enterprises and small
enterprises
55,240.09 47,689.56
Total trade payables 56,656.27 47,906.41

Note 20.1 Dues to Micro and Small Enterprise

The dues to Micro and Small Enterprises as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent information available with the Company is given below:

(` in Lakh)
a) The principal amount and the interest due thereon remaining unpaid to
supplier as at the end of year:
- Principal amount due to micro and small enterprises 1,416.18 216.85
- Interest due 3.96 16.94
b) The amount of interest paid by the buyer in terms of section 16 of the
MSMED Act, 2006 along with the amounts of the payment made to the
supplier beyond the appointed day during the accounting year
- -
c) The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the
period) but without adding the interest specified under the MSMED Act,
2006.
46.39 29.45
d) The amount of interest accrued and remaining unpaid at the end of the
accounting year.
50.35 46.39
e) The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act, 2006.
50.35 46.39

Note 20.2 Trade payables are normally non-interest bearing and settled as per the payments terms stated in the contract.

Note 21 OTHER FINANCIAL LIABILITIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Current
Interest accrued but not due 1,073.77 662.41
Interest accrued and due (Refer note 20.1) 50.35 46.39
Current maturities of long-term debts 1,886.14 1,310.67
Amount due to related parties [Refer note 37(c)] 351.93 317.13
Liability for capital goods 2,061.46 1,908.89
Employee related dues 3,021.79 3,279.12
Foreign currency forward contract 2.00 -
Unpaid dividends ^ 9.13 8.74
Others 92.56 243.72
Total current other financial liabilities 8,549.13 7,777.07

^ Not due for credit to Investor Education and Protection Fund

Note 22 OTHER CURRENT LIABILITIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Advances from contractees 47,139.49 42,329.30
Due to customer (Refer note 22.1 below) 21,645.14 21,091.86
Statutory dues payable 935.77 1,435.72
Others 186.59 63.05
Total other current liabilities 69,906.99 64,919.93

Note 22.1 The Company has adequately recognised expected losses on projects wherever it was probable that the total contract costs will exceed total contract revenue.

Note 23 REVENUE FROM OPERATIONS

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Contract revenue 2,15,308.67 2,08,732.93
Other operating revenues
Plant hire Income 951.02 1,447.68
Share of profit from unincorporated entities [Refer note 37(b)] 3,723.98 3,258.26
Provision no longer required written back 848.21 761.00
Total revenue from operations 2,20,831.88 2,14,199.87

Note: Refer note 37(b) for transaction with Related Parties and note 39 for disclosures as per Ind AS 115 - Revenue from Contracts with Customers.

Note 24 OTHER INCOME

(` in Lakh)
Year ended March
31, 2021
Year ended
March 31, 2020
Interest income
- on bank deposits 361.67 170.14
- on financial assets carried at amortised cost 82.98 76.05
- on income tax refund 18.39 89.32
- on sales tax refund 105.43 17.38
- others 6.04 1.42
574.51 354.31
Other non-operating income
- Insurance claim 6.49 -
- Profit on disposal of property, plant and equipment (net) 233.10 -
- Miscellaneous income 42.58 69.36
282.17 69.36
Total other income 856.68 423.67

Note 25 COST OF CONSTRUCTION MATERIALS CONSUMED

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Stock at beginning of the year 17,640.54 13,894.02
Add: Purchases 71,290.88 77,608.22
Less: sale of scrap and unserviceable material (810.01) (531.90)
88,121.41 90,970.34
Less: Stock at the end of the year (24,583.41) (17,640.54)
Total cost of construction materials consumed 63,538.00 73,329.80

Note 26 EMPLOYEE BENEFITS EXPENSE

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Salaries and wages 27,096.66 25,875.00
Contribution to provident and other funds (Refer note 35) 2,338.32 2,046.63
Gratuity (Refer note 35) 666.98 586.01
Staff welfare 29.62 75.50
Total employee benefits expense 30,131.58 28,583.14

Note 27 FINANCE COSTS

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Interest expense on:
- on banks and financial institutions 3,996.16 3,246.05
- on advances from contractees 2,884.22 1,722.88
- on others 426.17 581.20
7,306.55 5,550.13
Interest on lease liabilities (Refer note 40) 667.74 823.28
Other borrowing costs
- Bank charges and guarantee commission 3,159.39 2,825.01
Total finance costs 11,133.68 9,198.42

Note 28 OTHER EXPENSES

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Plant hire expenses (Refer note 40) 12,140.76 8,841.45
Power and fuel 7,499.10 7,670.11
Rates and taxes 3,404.60 2,461.54
Travelling expenses 560.96 776.85
Site transport and conveyance 3,464.49 3,380.97
Repairs and maintenance:
- Plant and machinery 861.04 601.21
- Others 219.21 268.51
Insurance 2,813.30 1,192.97
Professional fees 2,506.74 2,009.02
Rent (Refer note 40) 2,302.72 1,937.41
Share of loss from unincorporated entities (net) [Refer note 37(b)] 2,916.83 861.92
Consumption of spares 1,548.36 1,603.43
Security charges 872.22 830.75
Temporary site installations 382.54 394.84
Postage, telephone and telegram 104.55 130.44
Auditor remuneration (Refer note 28.1) 102.54 93.16
Impairment allowance on financial and other assets (net) (Refer note 38) 1,252.03 1,413.45
Water charges 414.21 293.45
Printing and stationery 107.96 159.36
Infotech expenses 935.73 769.57
Royalty expense [Refer note 37(b)] 1,076.54 1,043.66
Exchange loss (net) 7.32 89.06
Directors' sitting fees [Refer note 37(b)] 37.40 44.75

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Corporate Social Responsibility (CSR) expenses (Refer note 28.2) 215.18 208.29
Loss on disposal of property, plant and equipment (net) - 230.60
Miscellaneous expenses 1,659.41 1,882.77
Total other expenses 47,405.74 39,189.54

Note 28.1 Auditor Remuneration

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
- Audit fees (including tax audit) 68.00 67.00
- Limited review 20.00 12.00
- Certification fees 13.78 10.87
- Reimbursement of out of pocket expenses 0.76 3.29
102.54 93.16

Note 28.2 CSR expenditure

As per the Section 135 of the Companies Act, 2013 every year the Company is required to spend at least 2% of its average net profit made during the immediately three preceding financial years on the Corporate Social Responsibility (CSR) activities. Following is the information regarding projects undertaken and expenses incurred on CSR activities.

  • a. Gross amount required to be spent by the Company during the year ended March 31, 2021: 190.18 Lakh (March 31, 2020: 230.31 Lakh)
  • b. Amount spent during the year on CSR activities: 215.18 Lakh (March 31, 2020: 208.29 Lakh) the details of which is as given below:
(` in Lakh)
Year ended March 31, 2021 Year ended March 31, 2020
In cash Yet to be
paid in cash
Total In cash Yet to be
paid in cash
Total
Construction/acquisition of any asset 45.18 - 45.18 56.78 7.50 64.28
On purposes other than above 170.00 - 170.00 123.76 20.25 144.01
Total CSR expenditure 215.18 - 215.18 180.54 27.75 208.29

Note 29 EXCEPTIONAL ITEM

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Current trade receivables and other current assets written off - 4,093.36
- 4,093.36

Represents amounts written off towards current trade receivables and unbilled work-in-progress (other current assets) aggregating ` 4,093.36 Lakh receivable from a customer, considered as non- recoverable.

Note 30 EARNINGS PER SHARE (EPS)

Basic and diluted EPS

Year ended
March 31, 2021
Year ended
March 31, 2020
Profit computation for basic earnings per share of ` 1 each
Net profit as per the Statement of Profit and Loss available for
equity shareholders
(` Lakh) 1,575.93 4,316.60
Weighted average number of equity shares for EPS computation (Nos.) 17,17,87,584 17,17,87,584
EPS - Basic and Diluted EPS (`) 0.92 2.51

Note 31 CONTINGENT LIABILITIES AND COMMITMENTS

A. Contingent liabilities

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
(i) Guarantees given by banks in respect of contracting commitments in the
normal course of business
- for the Company 18,744.56 22,698.99
- for unincorporated entities 46,896.30 56,372.14
(ii) Corporate Guarantee given to bank on behalf of unincorporated entities 29,901.14 53,057.69
(iii) Letter of credit limit utilised by unincorporated entities 1,358.49 74.75
(iv) Claims against the Company not acknowledged as debts (Refer notes below) 17,738.20 19,347.08
(v) Sales Tax matters pending in appeals 4,643.54 4,099.01
(vi) Income Tax matters pending in appeals 651.87 813.16
(vii) Excise duty and service tax matters pending in appeals 3,795.61 3,564.30
(viii) Provident Fund

Based on the judgement by the Honorable Supreme Court dated February 28, 2019, past provident fund liability, is not determinable at present, in view of uncertainty on the applicability of the judgement to the Company with respect to timing and the components of its compensation structure. In absence of further clarification, the Company has been legally advised to await further developments in this matter to reasonably assess the implications on its financial statements, if any.

Notes-

    1. The Company has a number of claims on customers for price escalation and / or variation in contract work. In certain cases which are currently under arbitration, the customers have raised counter-claims. The Company has received legal advice that none of the counterclaims are legally tenable. Accordingly no provision is considered necessary in respect of these counter claims.
    1. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities other than stated therein above. Future cash outflows in respect of the above are determinable only on receipt of judgments/ decisions pending with various forums/ authorities. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

B. Commitments

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Capital Commitments (net of advances) 4,691.11 3,055.27

Note 32 SEGMENT REPORTING

The Company's managing director who is identified as the Chief Operating Decision Maker of the Company, examines the performance of the business and allocates funds on the basis of a single reportable segment i.e. 'Construction'. Further, the Company has operations mainly in India and has no other reportable segment.

Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the period, is as reflected in the Standalone Financial Statements as on and for the financial year ended March 31, 2021.

Note 33 INTERESTS IN OTHER ENTITIES

Unincorporated entities (Joint Ventures)

Name of the entity Proportion of effective interest Description of Principal place Principal
March 31, 2021 March 31, 2020 interest of Business activities
ITD - ITD Cem JV 49% 49% Co-venturer India Construction
ITD - ITDCem JV (Consortium of ITD -
ITD Cementation)
40% 40% Co-venturer India Construction
CEC-ITD Cem-TPL JV 60% ^ 60% ^ Co-venturer India Construction
ITD Cem - BBJ JV 51% - Co-venturer India Construction

^ Though the Company's effective interest in the joint venture exceeds 50%, the entity has been classified as a joint venture. The management has assessed whether or not the Company has control over the entity based on whether the Company has practical ability to direct relevant activities unilaterally. In this case, based on specific joint venture agreement, the management concluded that the Company does not have practical ability to direct the relevant activities unilaterally but has such ability along with the other co-venturer.

Note 34

During the current year, a scrap dealer in one of the projects of the Company has allegedly defrauded the Company by manipulating the quantity of scrap purchased, resulting in a loss estimated at ` 48 Lakh. Basis an internal investigation, there is no evidence to establish involvement of any of Company's personnel in this matter and the management believes that the matter is not expected to have any material financial impact on these standalone financial statements. The Company has also taken necessary actions including lodging of First Information Report with the local police against the scrap dealer. Investigation in respect of this matter is presently in progress.

Note 35 DISCLOSURE RELATING TO EMPLOYEE BENEFITS AS PER IND AS 19 'EMPLOYEE BENEFITS'

A. Defined benefit obligations - Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972 under which an employee who has completed five years of service is entitled to specific benefits. The level of benefits provided depends on the member's length of service and salary at retirement age.

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
a)
Changes in defined benefit obligations
Present value of obligation as at the beginning of the year 5,506.30 4,789.36
Interest cost (net) 376.08 371.65
Current service cost 461.40 384.07
Past service cost - -
Remeasurements - Net actuarial (gains)/ losses (16.89) 401.86
Benefits paid from the fund (492.71) (440.64)
Present value of obligation as at the end of the year 5,834.18 5,506.30
(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
b) Changes in fair value of plan assets
Plan assets at the beginning of the year 2,496.45 2,187.12
Interest income 170.50 169.71
Contribution by employer 600.00 600.00
Benefits paid from the fund (492.71) (440.64)
Return/ (Loss) on plan assets (excluding interest income) 183.00 (19.74)
Fair value of plan assets at the end of the year 2,957.24 2,496.45
c) Expenses recognised in the Statement of Profit and Loss
Interest cost (net) 205.58 201.94
Current service cost 461.40 384.07
Past service cost - -
Total 666.98 586.01
d) Remeasurement (gains)/losses recognised in Other Comprehensive
Income
Actuarial (gains)/ losses on obligation for the period (16.89) 401.86
(Return)/Loss on plan assets (183.00) 19.74
Total (199.89) 421.60
e) Actuarial assumptions
Expected rate on plan assets 6.85% p.a. 6.83% p.a.
Discount rate 6.85% p.a. 6.83% p.a.
Salary escalation rate (over a long-term) 5.50% p.a. 5.50% p.a.
Mortality rate Indian assured lives
mortality (2006-08)
Indian assured lives
mortality (2006-08)
Attrition rate :
- For ages 44 years and below 5.00% p.a. 5.00% p.a.
- For ages 45 years and above 2.50% p.a. 2.50% p.a.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

f) Quantities sensitivity analysis for significant assumption is as below:

Sensitivity for significant actuarial assumptions is computed by varying one actuarial assumption used for the valuation of the defined benefit obligation, keeping all other actuarial assumptions constant. The significant actuarial assumptions are discount rate and salary escalation rate.

The methods and type of assumption used in preparing the sensitivity analysis did not change compared to previous year.

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
1% increase
i. Discount rate (387.64) (374.40)
ii. Salary escalation rate 451.57 436.24
1% decrease
i. Discount rate 449.98 434.79
ii. Salary escalation rate (395.73) (382.14)

The sensitivity analysis presented above may not be representative of the actual charge in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as the assumptions may be correlated.

g) Maturity analysis of defined benefit obligation

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Within the next 12 months 748.67 633.11
Between 2 and 5 years 840.48 809.99
6 to 10 years 816.00 786.42
Total expected payments 2,405.15 2,229.52

B. Defined benefit obligations - Provident Fund

In accordance with Provident Fund and Miscellaneous Provision Act, 1952, all eligible employees of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to "ITD Cementation India Limited Workmen Provident Fund", a Trust set up by the Company to manage the investments and distribute the amounts to employees at the time of separation from the Company or retirement, whichever is earlier. This plan is a defined plan as the Company is obligated to provide its members a rate of return which should, at a minimum, meet the interest rate declared by Government administered provident fund. A part of the Company's contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in the Statement of Profit and Loss under "Employee benefits expense".

In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund.

The details of fund and plan assets are given below:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Fair value of plan assets 32,571.55 27,297.42
Present value of defined benefit obligations 31,262.77 26,729.38
Net excess / (shortfall) 1,308.78 568.04

The plan assets have been primarily invested in Government securities and corporate bonds.

The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows:

As at
March 31, 2021
As at
March 31, 2020
Discount rate 6.85% p.a. 6.83% p.a.
Average remaining tenure of investment portfolio 6.65 years 6.22 years
Guaranteed rate of return 8.50% p.a. 8.50% p.a.

During the year ended March 31, 2021, the Company has contributed 1,439.89 Lakh (March 31, 2020: 1,344.43 Lakh)

C Defined contribution plans

a) The Company has recognised the following amounts in the Statement of Profit and Loss:

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Contribution to superannuation fund 898.43 702.20
898.43 702.20

b) The expenses for leave entitlement and compensated absences is recognised in the same manner as gratuity and provision of 239.52 Lakh (March 31, 2020: 410.23 Lakh) has been made during the year ended March 31, 2021.

D Current/ non-current classification

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Gratuity
Current 826.88 825.46
Non-current 2,050.06 2,184.39
2,876.94 3,009.85
Leave entitlement and compensated absences
Current 222.56 201.30
Non-current 1,963.65 1,875.94
2,186.21 2,077.24

Note 36 FINANCIAL INSTRUMENTS

The fair value of the financial assets are included at amounts at which the instruments could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value:

  • (a) Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, approximate their carrying amounts largely due to the short-term maturities of these instruments.
  • (b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables

A. Financial instruments by category

The carrying value and fair value of financial instruments by categories as at March 31, 2021 were as follows:

(` in Lakh)
Particulars Refer note Amortised
cost
Fair value
through
profit or
loss
Fair value
through
Other Com
prehensive
Income
Derivative
Instruments
in hedging
relationship
Total
carrying
value
Assets:
Loans 6 2,517.87 - - - 2,517.87
Other financial assets 7 3,083.12 - - - 3,083.12
Trade receivables 12 48,132.51 - - - 48,132.51
Cash and cash equivalents 13 8,101.62 - - - 8,101.62
Bank balances other than cash and cash equivalents 14 6,743.95 - - - 6,743.95
Liabilities:
Borrowings 16,19,21 36,751.35 - - - 36,751.35
Lease Liabilities 17 4,845.97 - - - 4,845.97
Trade payables 20 56,656.27 - - - 56,656.27
Other financial liabilities 21 6,660.99 - - 2.00 6,662.99

The carrying value and fair value of financial instruments by categories as at March 31, 2020 were as follows:

(` in Lakh)
Particulars Refer note Amortised
cost
Fair value
through
profit or
loss
Fair value
through
Other Com
prehensive
Income
Derivative
Instruments
in hedging
relationship
Total
carrying
value
Assets:
Loans 6 2,649.07 - - - 2,649.07
Other financial assets 7 1,732.39 - - 10.83 1,743.22
Trade receivables 12 46,061.39 - - - 46,061.39
Cash and cash equivalents 13 18,833.07 - - - 18,833.07
Bank balances other than cash and cash equivalents 14 4,451.55 - - - 4,451.55
Liabilities:
Borrowings 16,19,21 29,314.88 - - - 29,314.88
Lease Liabilities 17 6,311.40 - - - 6,311.40
Trade payables 20 47,906.41 - - - 47,906.41
Other financial liabilities 21 6,466.40 - - - 6,466.40

B. Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis at each reporting period:

(` in Lakh)
Particulars March 31, 2021 March 31, 2020
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Foreign currency forward contract (liability)/asset - (2.00) - - 10.83 -

Note 37 DISCLOSURE IN ACCORDANCE WITH Ind AS 24 RELATED PARTY TRANSACTIONS

A) Names of related parties and description of relationship
a) Enterprise where control exists
i) Parent Company
Italian-Thai Development Public Company Limited
ii)
Subsidiary Company
ITD Cementation Projects India Limited
b) Other related parties with whom the Company had transactions
i) Unincorporated entities - treated as subsidiary
ITD CemIndia JV
ITD Cem-Maytas Consortium
ii) Unincorporated entities - treated as joint venture
ITD - ITD Cem JV
ITD - ITD Cem JV (Consortium of ITD - ITD Cementation)
CEC-ITD Cem-TPL JV
ITD Cem - BBJ JV (w.e.f. September 28, 2020)
iii) Key managerial personnel ('KMP')
Mr. Piyachai Karnasuta - Chairman (w.e.f. April 1, 2019)
Mr. Santi Jongkongka - Whole time Director (w.e.f. May 2, 2019), Executive Vice Chairman - Designate
(w.e.f. May 22, 2019) and Executive Vice Chairman (w.e.f. September 1, 2019)
Mr. Jayanta Basu - Deputy Managing Director (upto April 22, 2019) and Managing Director
(w.e.f. April 23, 2019)
Mr. Adun Saraban - Managing Director (upto 22 April 2019) and Executive Vice Chairman (w.e.f. 23 April 2019
and upto 31 August 2019)
Mr. Sunil Shah Singh - Independent Director
Mr. D.P. Roy - Independent Director
Mr. Pankaj I.C. Jain - Independent Director
Ms. Ramola Mahajani - Independent Director
Mr. Prasad Patwardhan – Chief Financial Officer
Mr. Rahul Neogi - Company Secretary

B) Transactions with related parties (excluding reimbursements):

(` in Lakh)
Nature of Transactions Relationship Year ended
March 31, 2021
Year ended
March 31, 2020
Contract Revenue
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 2,500.03 1,300.89
ITD Cem - BBJ JV Unincorporated entity (joint venture) 1,435.36 -
3,935.39 1,300.89
Royalty expense
Italian-Thai Development Public Company Limited Parent Company 1,076.54 1,043.66
Other operating revenue-plant hire income
ITD Cemindia JV Unincorporated entity (subsidiary) 851.40 1,319.53
ITD-ITDCem JV Unincorporated entity (joint venture) 99.62 99.37
951.02 1,418.90
Share of profit from unincorporated entities
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 2,651.55 2,616.83
ITD Cem-Maytas Consortium Unincorporated entity (subsidiary) 374.47 435.85
ITD-ITDCem JV Unincorporated entity (joint venture) 697.96 205.58
3,723.98 3,258.26
Purchases of property, plant and equipment
ITD Cemindia JV Unincorporated entity (subsidiary) 2,218.10 1,289.91
ITD-ITDCem JV Unincorporated entity (joint venture) 58.64 822.22
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 77.49 940.79
2,354.23 3,052.92
Sale of Construction materials and spares
ITD Cemindia JV Unincorporated entity (subsidiary) 7.30 -
Purchases of Construction materials and spares
ITD Cemindia JV Unincorporated entity (subsidiary) 839.99 57.34
ITD-ITDCem JV Unincorporated entity (joint venture) 500.01 60.80
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 415.76 -
1,755.76 118.14

B) Transactions with related parties (excluding reimbursements):

(` in Lakh)
Nature of Transactions Relationship Year ended
March 31, 2021
Year ended
March 31, 2020
Remuneration paid/payable^
Mr. Santi Jongkongka Key managerial Personnel 217.49 155.01
Mr. Jayanta Basu Key managerial Personnel 172.58 151.41
Mr. Adun Saraban Key managerial Personnel - 195.90
Mr. Prasad Patwardhan Key managerial Personnel 108.25 113.99
Mr. Rahul Neogi Key managerial Personnel 64.30 66.28
562.62 682.59
^ Does not include provisional gratuity liability valued by an actuary, as separate figures are not available.
Director sitting fees
Mr. Piyachai Karnasuta Key managerial Personnel 8.60 10.65
Mr. D. P. Roy Key managerial Personnel 7.70 8.50
Ms. Ramola Mahajani Key managerial Personnel 6.50 8.90
Mr. Sunil Shah Singh Key managerial Personnel 8.00 10.30
Mr. Pankaj I.C. Jain Key managerial Personnel 6.60 6.40
37.40 44.75
Share of loss from unincorporated entities
ITD Cemindia JV Unincorporated entity (subsidiary) 2,871.12 823.60
ITD-ITDCem JV (Consortium of ITD-ITD Cemen
tation)
Unincorporated entity (joint venture) 45.71 38.32
2,916.83 861.92

Note : All the transactions have been undertaken at arm's length price.

C) Outstanding balances:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Balances - payable
Italian-Thai Development Public Company Limited Parent Company 351.93 240.94
ITD Cem-Maytas Consortium Unincorporated entity (subsidiary) - 76.19
351.93 317.13
Deemed Investment
ITD Cemindia JV # Unincorporated entity (subsidiary) 21,631.23 19,132.97
ITD-ITDCem JV # ^ Unincorporated entity (joint venture) 18,448.23 25,540.67
40,079.46 44,673.64
Receivable from unincorporated entities
ITD-ITDCem JV (Consortium of ITD-ITD Cementa
tion)
Unincorporated entity (joint venture) 524.32 570.03
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 393.71 1,042.57
ITD Cem-Maytas Consortium Unincorporated entity (subsidiary) 52.28 -
ITD Cem - BBJ JV Unincorporated entity (joint venture) 0.05 -
970.36 1,612.60
(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Loans given
ITD Cementation Projects India Limited Subsidiary 34.84 34.84
Trade receivable
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 354.52 210.44
ITD Cem - BBJ JV Unincorporated entity (joint venture) 686.45 -
1,040.97 210.44
Corporate guarantee issued on behalf of
ITD-ITD Cem JV Unincorporated entity (joint venture) 7,742.50 7,742.50
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 6,267.00 16,660.80
ITD Cemindia JV Unincorporated entity (subsidiary) 15,891.64 28,654.39
29,901.14 53,057.69
Letter of credit limit utilised
ITD Cemindia JV Unincorporated entity (subsidiary) 1,358.49 74.75
Bank guarantee issued on behalf of
ITD Cemindia JV Unincorporated entity (subsidiary) 21,234.78 29,776.13
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 16,980.60 16,980.60
ITD-ITDCem JV Unincorporated entity (joint venture) 5,280.75 8,808.05
ITD Cem - BBJ JV Unincorporated entity (joint venture) 2,592.81 -
ITD Cem-Maytas Consortium Unincorporated entity (subsidiary) 807.36 807.36
46,896.30 56,372.14

Receivables from unincorporated entities represent Company's net investment in the entities, have been reclassified as deemed investment under Ind AS. (Refer note 5.1)

^ Also includes 57.49 Lakh (March 31, 2020 : 57.49 Lakh) representing fair value of financial guarantee

Note 38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

i. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Major financial instruments affected by market risk includes loans and borrowings.

a. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's total debt obligations with floating interest rates.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:

(` in Lakh)
As at March 31, 2021 As at March 31, 2020
Increase in basis points 50 basis points
Effect on profit before tax, decrease by 39.82
Decrease in basis points 50 basis points
Effect on profit before tax, increase by 39.62 25.07

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

b. Foreign currency risk

The Company has several balances in foreign currency and consequently the Company is exposed to foreign exchange risk. The exchange rate between the rupee and foreign currencies has changed substantially in recent years, which has affected the results of the Company, and may fluctuate substantially in the future. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

The following table analyses foreign currency risk as at March 31, 2021:

As at March 31, 2021 As at March 31, 2020
In Euro Lakh In Euro Lakh
Trade payables 0.78 15.13

During the year, to mitigate the Company's exposure to foreign currency risk, non-INR cash flows are monitored and forward exchange contracts are entered into in accordance with the Company's risk management policies. Generally, the Company's risk management procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months).

The following table gives details in respect of outstanding foreign exchange forward contracts:

As at March 31, 2021 As at March 31, 2020
In Euro Lakh Lakh | In Euro Lakh | Lakh
Forward contracts 0.78 68.84 15.13 1,263.90

The foreign exchange forward contracts mature within 12 months. The table below analyses the derivative financial instruments into relevant maturity groupings based on the remaining period as of the balance sheet date:

As at March 31, 2021 As at March 31, 2020
In Euro Lakh In Euro Lakh
Not later than six month 0.78 8.30
Later than six month and not later than twelve months - 6.83

Sensitivity analysis

The Company's exposure in foreign currency is not material and hence the impact of any significant fluctuation in the exchange rates is not expected to have a material impact on the operating profits of the Company.

c. Equity price risk

The Company's exposure in equity securities as at March 31, 2021 is 5 Lakh (March 31, 2020 5 Lakh) and as a result the impact of any price change will not have a material effect on the profit or loss of the Company.

ii. Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. The maximum exposure of the financial assets are contributed by trade receivables.

a. Trade receivable

Trade receivables are typically unsecured and are derived from revenue earned from two main classes of trade receivables i.e receivables from sale to government corporations and receivables from sales to private third parties. A substantial portion of the Company's trade receivables are from government promoted corporations customers having strong credit worthiness.

The following table gives details in respect of percentage of revenues generated from government promoted agencies and others:

Particulars As at March 31, 2021 As at March 31, 2020
Lakh | % | Lakh %
Receivable from government corporations 34,357.31 71.38% 36,245.37 78.69%
Receivable from private parties 13,775.20 28.62% 9,816.02 21.31%
Total trade receivable 48,132.51 100.00% 46,061.39 100.00%

b. Financial assets other than trade receivables

Financial assets other than trade receivables comprise of cash and cash equivalents, other bank balances, loan to employees and other financial assets. The Company monitors the credit exposure on these financial assets on a caseto-case basis. Based on the Company's historical experience, the credit risk on other financial assets is also low.

The following table gives details in respect of contract revenues generated from the top customer and top 5 customers for each of the reporting period:

Year ended March 31, 2021 Year ended March 31, 2020
Lakh | % of Revenue | Lakh % of Revenue
Revenue from top customer 30,363.04 14.10% 34,220.47 16.39%
Revenue from top five customers 108,404.90 50.35% 114,461.24 54.84%

For the year ended March 31, 2021, two (2) customers {March 31, 2020: Two (2) customer}, individually, accounted for more than 10% of the revenue.

The movement of the allowance for lifetime expected credit loss is as below: ^

(` in Lakh)
As at March 31, 2021 As at March 31, 2020
Opening balance 3,989.03 4,166.53
Changes in loss allowances
Additions ^ 1,143.25 5,506.81
Bad debts written off ^ - (5,684.31)
Closing balance 5,132.28 3,989.03

^ Figures for the year ended March 31, 2020 include receivables from a customer aggregating ` 4,093.36 Lakh written off as an exceptional item (Refer note 29)

iii. Liquidity risk

Liquidity is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.

The table below provides details regarding the contractual maturities of significant financial liabilities:

(` in Lakh)
Particulars On demand Less than
1 year
1 - 5 years More than
5 years
Total
As at March 31, 2021
Borrowings (including current maturities of
long term borrowings)
26,169.20 1,886.14 8,696.01 - 36,751.35
Trade payables - 56,656.27 - - 56,656.27
Interest accrued - 1,124.12 - - 1,124.12
Lease liabilities - 2,371.04 3,527.38 139.92 6,038.34
Other financial liabilities - 5,538.87 - - 5,538.87
Total 26,169.20 67,576.44 12,223.39 139.92 106,108.95
As at March 31, 2020
Borrowings (including current maturities of
long term borrowings)
26,339.98 1,310.67 1,664.23 - 29,314.88
Trade payables - 47,906.41 - - 47,906.41
Interest accrued - 708.80 - - 708.80
Lease liabilities - 2,486.28 4,624.94 979.44 8,090.66
Other financial liabilities - 5,757.60 - - 5,757.60
Total 26,339.98 58,169.76 6,289.17 979.44 91,778.35

Note 39 DISCLOSURE PURSUANT TO Ind AS 115 REVENUE FROM CONTRACTS WITH CUSTOMERS:

The Company applied Ind AS 115 for the first time by using the modified retrospective method of adoption effective April 1, 2019. The adoption of this new standard did not have any impact on retained earnings as at April 1, 2019 for the revenue contracts that are not completed as at that date, except in case of presentation / disclosure of the balances in relation to construction contracts, which have been explained below. Also refer note 2(xvi)(a) for accounting policy on revenue recognition.

(a) Disaggregation of revenue

The Company's entire business falls under one operational segment of 'Engineering and Construction'. Contract revenue represents revenue from Engineering and Construction contracts wherein the performance obligation is satisfied over a period of time. Further, the management believes that the nature, amount, timing and uncertainty of revenue and cash flows from all its contracts are similar. Accordingly, disclosure of revenue recognised from contracts disaggregated into categories has not been made.

(b) Unsatisfied performance obligations

The aggregate amount of transaction price allocated to performance obligations that are unsatisfied as at the end of the year is 985,016.55 Lakh (March 31, 2020: 914,562.42 Lakh). Most of Company's contracts have a life cycle of 2-3 years. Management expects that around 25% - 30 % of the transaction price allocated to unsatisfied contracts as of March 31, 2021 will be recognised as revenue during next year depending upon the progress on each contracts. The remaining amounts are expected to be recognised over the next 3 years.

The amount disclosed above does not include variable consideration.

(c) Contract balances:

(i) Movement in contract balances during the year:

(` in Lakh)
Particulars Contract Assets (Unbilled
work-in-progress)
Contract Liabilities
(Due to customer)
Net Contract
balances
Balance as at April 1, 2019 31,912.48 11,035.72 20,876.76
Net increase 19,444.53 10,056.14 9,388.39
Balance as at March 31, 2020 51,357.01 21,091.86 30,265.15
Net increase 15,353.14 553.28 14,799.86
Closing balance as at March 31, 2021 66,710.15 21,645.14 45,065.01

Note: Increase in contract assets is primarily due to higher revenue recognition as compared to progress billing during the year, whereas increase in contract liabilities is due to higher progress billing as compared to revenue recognition during the year.

  • (ii) Revenue recognised during the year from opening balance of contract liabilities (i.e. due to customers) amounts to 4,893.71 Lakh (March 31, 2020: 4,938.48 Lakh).
  • (iii) Revenue recognised during the year from the performance obligation satisfied upto previous year amounts to Nil (March 31, 2020: 3,196.62 Lakh)
  • (d) There are no reconciliation items between revenue from contracts with customers and revenue recognised with contract price.

(e) Cost to obtain or fulfil the contract:

  • i. Amount of amortisation recognised in Statement of Profit and Loss during the year : Nil
  • ii. Amount recognised as contract assets as at March 31, 2021 : Nil

Note 40 LEASES- Ind AS 116

Effective April 1, 2019, the Company has adopted Ind AS 116, Leases, which, applied to all lease contracts outstanding as at April 1, 2019, using modified retrospective at the date of initial application, at an amount equal to lease lability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application and as a result of which the comparative information is not required to be restated.

The Company has made use of the following practical expedients available in its transition to Ind AS 116 .

  • (a) The Company will not reassess whether a contract is or contains a lease. Accordingly, the definition of lease in accordance with Ind AS 17 will continue to be applied to lease contracts entered by the Company or modified by the Company before April 1, 2019.
  • (b) The Company has applied a single discount rate to a portfolio of leases of similar assets in similar economic environment. Consequently, the Company has recorded its lease liability using the present value of remaining lease payments, discounted using the incremental borrowing rate at the date of initial application and the right-of- use asset at its carrying amount as if the standard had been applied since the commencement date of the lease but discounted using the incremental borrowing rate at the date of initial application.
  • (c) The Company excluded the initial direct costs from measurement of the Right-of-use (RoU) asset at the date of initial application.

The weighted average incremental borrowing rate applied to lease liabilities as at April 1, 2019 is 11.50 %.

Right-of-use Assets:

  • (i) On transition, the Company has recognised right-of-use assets aggregating ` 7,871.63 Lakh
  • (ii) The net carrying value of right-of-use assets as at March 31, 2021 amounts to 4,301.44 Lakh (March 31, 2020 amounts to 6,045.55 Lakh) have been disclosed on the face of the balance sheet. (Also refer note 3B)

SUMMARY OF SIGNIFICANTaccounting policies and other explanatory information

to the standalone financial statements as at and for the year ended March 31, 2021 (Contd.)

Lease liabilities:

  • (i) On transition, the Company has recognised lease liabilities amounting to ` 7,662.57 Lakh.
  • (ii) As at March 31, 2021, the obligations under finance leases amounts to 4,845.97 Lakh (March 31, 2020: 6,311.40 Lakh) which have been classified to lease liabilities, under financial liabilities. (Also refer note 17)
  • (iii) The table below provides details regarding the contractual maturities of lease liabilities:
(` in Lakh)
Lease Liabilities Contractual cash flows
Carrying amount Total 0-1 year 1-5 years 5 years and
above
As at March 31, 2021 4,845.97 6,038.34 2,371.04 3,527.38 139.92
As at March 31, 2020 6,311.40 8,090.66 2,486.28 4,624.94 979.44

(iv) Prepaid rent on leasehold land and other assets aggregating ` 209.06 Lakh, which were earlier classified under 'Other Assets' have been adjusted to the Right-of-use assets at April 1, 2019.

The Company recognised the following in the statement of profit and loss:

(` in Lakh)
Particulars Year ended
March 31, 2021
Year ended
March 31, 2020
Amount recognised in the statement of profit and loss:
Depreciation expense on right-of-use assets (Refer note 4) 2,226.50 2,113.21
Interest expense on lease liabilities included in finance cost (Refer note 27) 667.74 823.28
Rent expense pertaining to leases of low-value assets - -
Rent expense pertaining to leases with less than twelve months of lease included
under plant hire expenses and rent expenses (Refer note 28)
14,443.48 10,778.86

Note 41 CAPITAL MANAGEMENT

For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so that they can maximise returns for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital structure and minimise cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with others in the industry, the Company monitors its capital using the gearing ratio which is total debt divided by total capital (equity).

(` in Lakh)
As at As at
March 31, 2021 March 31, 2020
Total debt 36,751.35 29,314.88
Total equity 106,570.93 105,260.82
Total debts to equity ratio (Gearing ratio) 0.34 0.28

In the long run, the Company's strategy is continue to maintain a gearing ratio of less than 0.5.

Note 42 DIVIDEND ON EQUITY SHARES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Dividend on equity shares declared and paid during the year
Final dividend of 0.30 per share for year ended March 31, 2020<br>(15 months ended March 31, 2019: 0.40 per share) 515.36 687.15
Dividend distribution tax on final dividend - 141.25
515.36 828.40
Proposed dividend on equity shares not recognised as liability*
Final dividend of 0.12 per share for year ended March 31, 2021<br>(Year ended March 31, 2020 : 0.30 per share) 206.15 515.36
206.15 515.36

* Proposed dividend on equity shares is subject to the approval of the shareholders of the Company at the Annual General Meeting and therefore not recognised as liability as at the Balance Sheet date.

Note 43 Previous period figures have been regrouped or reclassified, to conform to the current year's presentation wherever considered necessary.

This is a summary of significant accounting policies and other explanatory information referred to in our audit report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration No. 001076N/N500013

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Place : Mumbai Place : Mumbai Date : May 28, 2021 Date : May 28, 2021

Membership No: 109632 DIN: 08441312 DIN: 08291114

Prasad Patwardhan Rahul Neogi Chief Financial Officer ACA No.44453

INDEPENDENT AUDITOR'S REPORT

To the Members of ITD Cementation India Limited

Report on the Audit of the Consolidated Financial Statements

OPINION

    1. We have audited the accompanying consolidated financial statements of ITD Cementation India Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its joint ventures, as listed in Annexure I, which comprise the Consolidated Balance Sheet as at 31 March 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
    1. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditor on separate financial statements of the subsidiary, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ('Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ('Ind AS') specified under section 133 of the Act, of the consolidated state of affairs of the Group and its joint ventures, as at 31 March 2021, and their consolidated profit (including other comprehensive income), consolidated cash flows and the consolidated changes in equity for the year ended on that date.

BASIS FOR OPINION

  1. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, and the audit evidence obtained by the other auditor in terms of their reports referred to in paragraph 16 of the Other Matter section below, is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

  1. We draw attention to Note 2(v)(a) to the accompanying consolidated financial statements, with regard to management's evaluation of uncertainty arising due to continuing COVID-19 pandemic and its impact on the operations of the Group and on accompanying consolidated financial statements as at and for the year ended 31 March 2021. The impact of these uncertainties on the operations is significantly dependent on future developments. Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

    1. Key audit matters are those matters that, in our professional judgment and based on the consideration of the reports of the other auditor on separate financial statements and on the other financial information of the subsidiary, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
    1. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Recognition of contract revenue, margin and contract costs (Refer Note 2(xvii)(a) of the consolidated financial statements)
The Group's revenue primarily arises from construction
contracts which, by its nature, is complex given the significant
judgements involved in the assessment of current and future
contractual performance obligations.
Our audit procedures to address this key audit matter included,
but were not limited to the following:

Evaluating the appropriateness of the Group's accounting
policy for revenue recognition;
The Group recognises revenue and the resultant profit/
loss relying on the estimates in relation to forecast contract
revenue and forecast contract costs on the basis of stage
of completion which is determined based on the proportion
of contract costs incurred at balance sheet date, relative to
the total estimated costs of the contract at completion. The
revenue on contracts may also include variable considerations
which are recognised when the recovery of such consideration
is highly probable.

Obtaining an understanding of the Group's processes
and evaluating the design and testing the effectiveness
of key internal financial controls, including those related
to review and approval of contract estimates;

For a sample of contracts, testing the appropriateness
of amount recognised as revenue basis percentage of
completion method by evaluating key management
judgements inherent in determining forecasted contract
revenue and costs to complete the contract, including:
These contract estimates are reviewed by the management
on a periodic basis. In doing so, the management is required
to exercise judgement in its assessment of the valuation of
contract variations and claims as well as the completeness
-
verifying the underlying documents such as original
contract and its amendments, if any, for reviewing
the significant contract terms and conditions;
and accuracy of forecast costs to complete and the ability to
deliver contracts within contractually determined timelines.
-
evaluating
the
identification
of
performance
obligation of the contract;
The final contract values can potentially be impacted on
account of various factors and are expected to result in varied
outcomes.
Changes in these judgements, and the related estimates
as contracts progress can result in material adjustments to
revenue and margins. As a result of the above judgments,
complexities involved and material impact on the related
financial statement elements, this area has been considered
-
obtaining an understanding of the assumptions
applied in determining the forecasted revenue and
cost to complete;
-
testing the existence and valuation of claims and
variations with respect to the contractual terms
and inspecting the related correspondences with
customers; and
a key audit matter in the audit of the consolidated financial
statements.
-
reviewing legal and contracting experts' reports
received on certain contentious matters.

For cost incurred to date, testing samples to appropriate
supporting
documents
and
performing
cut-off
procedures;

Testing the forecasted cost by obtaining executed
purchase
orders/
agreements
and
evaluating
the
reasonableness of management judgements/ estimates;

Performing analytical procedures for reasonableness of
revenue recognised; and

Evaluating the appropriateness and adequacy of the
disclosures related to contract revenue and costs in the
financial statements in accordance with the applicable
accounting standards.

Key audit matter How our audit addressed the key audit matter
Recoverability of Trade receivables and contract assets (Refer Notes 9 and 12 of the consolidated financial statements)
As at 31 March 2021, the Group has Trade Receivables and
Contract assets (work-in-progress) amounting to 53,085.94<br>Lakh and 86,422.64 Lakh, respectively.
Our audit procedures to address this key audit matter included,
but were not limited to the following:

Obtaining an understanding of the Group's processes,
The trade receivables and unbilled work-in-progress (other
current assets) as at 31 March 2021 referred above include
amounts aggregating 1,617.76 Lakh and 2,615.11 Lakh,
evaluating the design and testing the effectiveness of
key internal financial controls over the recoverability of
the trade receivables and contract assets;
respectively, representing receivables/ claims for which Group
is at various stages of negotiations/ discussions/ arbitration/
litigation with the clients.

Circulating
and
obtaining
confirmations
for
trade
receivables, on sample basis, with respect to outstanding
balances;
In assessing the recoverability of the aforesaid balances
including impairment allowance, management's judgement
involves consideration of ageing status, the likelihood of
collection based on the terms of the contract and evaluation of
litigations including relying on the legal opinion obtained from

Performing additional procedures, in respect of material
trade receivables and contract assets such as testing
subsequent payments / certifications from customers,
obtaining correspondence with customers;
independent legal counsel.
We considered this as key audit matter due to the materiality
of the amounts and significant estimates and judgements as

Reviewing the legal opinion obtained by the management
from independent legal counsel in respect of certain
contentious matters under litigations;
stated above.
Performing inquiry procedures with senior management
of the Group regarding the status of collectability of these
receivables;

Verifying
contractual
arrangements
to
support
management's position on the tenability and recoverability
of these receivables;

Assessing the allowance for impairment made by the
management. Further for material balances, discussing
the basis for allowance for impairment with the audit
committee; and

Evaluating the appropriateness and adequacy of the
disclosures related to trade receivables and contract
assets in the financial statements in accordance with the
applicable accounting standards.

INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

  1. The Holding Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS

    1. The accompanying consolidated financial statements have been approved by the Holding Company's Board of Directors. The Holding Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group including its joint ventures in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. The Holding Company's Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the preparation of consolidated Ind AS financial statements. Further, in terms of the provisions of the Act, the respective Board of Directors /management of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial statements have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
    1. In preparing the consolidated financial statements, the respective Board of Directors/ management of the companies/ entities included in the Group and of its joint ventures are responsible for assessing the ability of the Group and of its joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
    1. Those Board of Directors are also responsible for overseeing the financial reporting process of the

companies included in the Group and of its joint ventures.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

    1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
    1. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the ability of the Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern; and

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group and its joint ventures, to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit of financial statements of such entities included in the financial statements, of which we are the independent auditors. For the other entities included in the financial statements, which have been audited by the other auditor, such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
    1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
    1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
    1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

  1. We did not audit the annual financial statements of (1) subsidiary included in the consolidated financial statements, whose financial statements (before eliminating Inter-Company transactions and balances) reflect total assets of 38.67 Lakh as at 31 March 2021, total revenues of 0.12 Lakh, total net loss after tax of 0.29 Lakh, total comprehensive loss of 0.29 Lakh, and cash flows (net) of ` 0.10 Lakh for the year ended on that date, as considered in the consolidated financial statements. These annual financial statements have been audited by other auditor whose audit report has been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on the audit report of such other auditor, and the procedures performed by us as stated in paragraph 12 above.

Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matter with respect to our reliance on the work done by and the report of the other auditor.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

    1. As required by section 197(16) of the Act, based on our audit and on the consideration of the report of the other auditor, referred to in paragraph 16, on separate financial statements of the subsidiary, we report that the Holding Company paid remuneration to their directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act. Further, we report that one (1) subsidiary Company covered under the Act has not paid or provided for any managerial remuneration during the year. Accordingly, reporting under section 197(16) of the Act is not applicable in respect of such subsidiary Company.
    1. As required by Section 143 (3) of the Act, based on our audit and on the consideration of the report of the other auditor on separate financial statements and other financial information of the subsidiary, we report, to the extent applicable, that:
  • a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;

  • b) in our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the report of the other auditor;
  • c) the consolidated financial statements dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;
  • d) in our opinion, the aforesaid consolidated financial statements comply with Ind AS specified under section 133 of the Act;
  • e) the matters described in paragraph 4 of the Emphasis of Matter section, in our opinion, may have an adverse effect on the functioning of the Holding Company, and ITD Cem India Joint Venture, a subsidiary of the Holding Company.
  • f) on the basis of the written representations received from the directors of the Holding Company and taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary Company covered under the Act, none of the directors of the Group companies covered under the Act, are disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act.
  • g) with respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company, and its subsidiary Company covered under the Act, and the operating effectiveness of such controls, refer to our separate report in 'Annexure II'; and
  • h) with respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations

given to us and based on the consideration of the report of the other auditor on separate financial statements as also the other financial information of the subsidiary:

  • i. the consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its joint ventures as detailed in Notes 31A(iii) to (viii) to the consolidated financial statements;
  • ii. provision has been made in these consolidated financial statements, as required under the applicable law or Ind AS, for material foreseeable losses, on long-term contracts including derivative contracts, as detailed in Note 22.1 to the consolidated financial statements;
  • iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March 2021. Further, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the subsidiary Company which is a Company covered under the Act, during the year ended 31 March 2021; and
  • iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these consolidated financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No. 001076N/N500013

Rakesh R. Agarwal

Partner Place: Mumbai Membership No: 109632 Date : 28 May 2021 UDIN: 21109632AAAAFC6094

ANNEXURE I

LIST OF ENTITIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Sr. No. Name of the entity Relationship
1. ITD Cementation Projects India Limited Subsidiary
2. ITD Cem-Maytas Consortium Unincorporated entity (treated as subsidiary)
3. ITD CemIndia Joint Venture Unincorporated entity (treated as subsidiary)
4. ITD-ITD Cem Joint Venture (Consortium of ITD-ITD
Cementation)
Unincorporated entity (treated as Joint Venture)
5. ITD-ITD Cem Joint Venture Unincorporated entity (treated as Joint Venture)
6. CEC-ITD Cem-TPL Joint Venture Unincorporated entity (treated as Joint Venture)
7. ITD Cem – BBJ Joint Venture Unincorporated entity (treated as Joint Venture)
{w.e.f. September 28, 2020}

Annexure II to the Independent Auditor's Report of even date to the members of ITD Cementation India Limited on the consolidated financial statements for the year ended 31 March 2021

INDEPENDENT AUDITOR'S REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ('THE ACT')

  1. In conjunction with our audit of the consolidated financial statements of ITD Cementation India Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its joint ventures as at and for the year ended 31 March 2021, we have audited the internal financial controls with reference to financial statements of the Holding Company and its one subsidiary, which are companies covered under the Act, as at that date.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR INTERNAL FINANCIAL CONTROLS

  1. The respective Board of Directors of the Holding Company and its subsidiary Company, which are companies covered under the Act, are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company's business, including adherence to the 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, as required under the Act.

AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

    1. Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Holding Company and its subsidiary Company, as aforesaid, based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.
    1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend

on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

  1. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their report, referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements of the Holding Company and its subsidiary, as aforesaid.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

  1. A Company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

  1. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

  1. In our opinion and based on the consideration of the report of the other auditor on internal financial controls with reference to financial statements of the subsidiary Company, the Holding Company and its subsidiary Company, which are companies covered under the Act, have in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March 2021, based on the internal financial controls with reference to financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

OTHER MATTER

  1. We did not audit the internal financial controls with reference to financial statements in so far as it relates to (1) one subsidiary Company, which is a Company covered under the Act, whose financial statements (before eliminating Inter-Company balances/ transactions) reflect total assets of 38.67 Lakh and net assets of 3.44 Lakh as at 31 March 2021, total revenues of 0.12 Lakh and net cash inflows amounting to 0.10 Lakh for the year ended on that date, as considered in the consolidated financial statements. The internal financial controls with reference to financial statements in so far as it relates to such subsidiary has been audited by other auditor whose report has been furnished to us by the management and our report on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements for the Holding Company and its subsidiary Company, as aforesaid, under Section 143(3)(i) of the Act in so far as it relates to such subsidiary Company is based solely on the reports of the auditor of such subsidiary Company. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditor.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No. 001076N/N500013

Rakesh R. Agarwal

Partner Place: Mumbai Membership No: 109632 Date : 28 May 2021 UDIN: 21109632AAAAFC6094

CONSOLIDATED BALANCE SHEET as at March 31, 2021

Particulars Note
No.
As at
March 31, 2021
(` in Lakh)
As at
March 31, 2020
ASSETS
Non-current assets
Property, plant and equipment 3A 55,234.20 55,371.76
Right-of-use-assets 3B 4,301.44 6,229.89
Capital work-in-progress 5,337.02 485.79
Intangible assets 3C 593.49 782.39
Investments in joint ventures 5 18,448.23 25,540.67
Financial assets
Loans 6 802.66 753.41
Other financial assets 7 1,883.76 -
Deferred tax assets (net) 8 513.84 436.72
Income tax assets (net) 8 6,502.40 4,805.03
Other non-current assets 9 5,711.04 10,150.15
Total non-current assets 99,328.08 104,555.81
Current Assets
Inventories 10 33,729.33 28,935.75
Financial assets
Investments 11 - -
Trade receivables 12 53,085.94 58,512.02
Cash and cash equivalents 13 12,733.08 23,690.04
Bank balances other than cash and cash equivalents 14 7,967.62 4,453.55
Loans 6 2,418.04 2,662.79
Other financial assets 7 1,114.70 2,380.93
Other current assets 9 108,462.89 87,521.31
Total current assets 219,511.60 208,156.39
Total Assets 318,839.68 312,712.20
EQUITY AND LIABILITIES
Equity
Equity share capital 15 1,717.88 1,717.88
Other equity 104,851.49 103,541.69
Total equity attributable to share holders of the parent 106,569.37 105,259.57
Non-controlling interest 296.33 276.72
Total Equity 106,865.70 105,536.29
Liabilities
Non-current liabilities
Financial Liabilities
Borrowings 16 8,696.01 1,664.23
Lease liabilities 17 2,924.60 4,467.21
Provisions 18 4,013.71 4,060.33
Deferred tax liabilities (net) 8 - 239.32
Total non-current liabilities 15,634.32 10,431.09
Current liabilities
Financial Liabilities
Borrowings 19 27,421.19 44,412.38
Trade payables 20
- Total outstanding dues of micro enterprises and small enterprises 1,490.03 249.15
- Total outstanding dues of creditors other than micro enterprises and small enterprises 74,113.86 65,492.52
Lease liabilities 17 1,921.37 2,024.90
Other financial liabilities 21 10,778.69 10,475.21
Other current liabilities 22 79,216.26 72,746.99
Provisions 18 1,049.44 1,026.76
Current tax liabilities (net) 8 348.82 316.91
Total current liabilities 196,339.66 196,744.82
Total Equity and Liabilities 318,839.68 312,712.20

The accompanying notes form an integral part of the consolidated financial statements

This is the Consolidated Balance Sheet referred to in our audit report of even date

Chartered Accountants Firm Registration No. 001076N/N500013

Membership No: 109632 DIN: 08441312 DIN: 08291114

Place : Mumbai Place : Mumbai

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Prasad Patwardhan Rahul Neogi

Chief Financial Officer ACA No.44453

Date : May 28, 2021 Date : May 28, 2021

CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the year ended March 31, 2021

(` in Lakh)
Particulars Note
No.
Year ended
March 31, 2021
Year ended
March 31, 2020
INCOME :
Revenue from operations 23 272,773.11 286,071.38
Other income 24 1,243.26 457.12
Total Income 274,016.37 286,528.50
EXPENSES :
Cost of construction materials consumed 25 85,326.87 106,560.55
Subcontracting expenses 79,214.90 68,695.96
Employee benefits expense 26 34,508.75 34,628.15
Finance costs 27 13,819.52 13,049.61
Depreciation and amortisation expense 4 10,015.09 9,648.45
Other expenses 28 52,434.66 46,627.27
Total expenses 275,319.79 279,209.99
Profit/ (loss) before share of profit of joint ventures, exceptional
items and tax
(1,303.42) 7,318.51
Share of profit of joint ventures (net) 3,303.80 2,784.09
Profit before exceptional items and tax 2,000.38 10,102.60
Exceptional items 29 - (4,093.36)
Profit before tax 2,000.38 6,009.24
Tax Expense: 8
Current tax 771.90 1,203.30
Deferred tax charge/ (credit) (366.75) 429.98
405.15 1,633.28
Profit for the year
(A)
1,595.23 4,375.96
Other comprehensive income / (loss)
Items that will not be reclassified subsequently to profit or loss
- Gain/ (loss) on fair value of defined benefit plans as per actuarial
valuation
199.89 (421.60)
- Tax effect on above (50.31) 106.11
Items that will be reclassified subsequently to profit or loss
- Exchange difference of foreign operations 99.96 -
Other comprehensive income / (loss) for the year, net of tax
(B)
249.54 (315.49)
Total comprehensive income for the year, net of tax
(A+B)
1,844.77 4,060.47
Profit for the year attributable to:
Owners of the parent 1,575.62 4,316.21
Non-controlling interests 19.61 59.75
1,595.23 4,375.96

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

for the year ended March 31, 2021 (Contd.)

(` in Lakh)
Particulars Note
No.
Year ended
March 31, 2021
Year ended
March 31, 2020
Other comprehensive income/(loss) for the year attributable to:
Owners of the parent 249.54 (315.49)
Non-controlling interests - -
249.54 (315.49)
Total comprehensive income for the year attributable to:
Owners of the parent 1,825.16 4,000.72
Non-controlling interests 19.61 59.75
1,844.77 4,060.47
Earnings per equity share of nominal value ` 1 each
Basic and diluted (in `) 30 0.92 2.51

The accompanying notes form an integral part of the consolidated financial statements This is the consolidated statement of profit and loss referred to in our audit report of even date

Chartered Accountants Firm Registration No. 001076N/N500013

Membership No: 109632 DIN: 08441312 DIN: 08291114

Place : Mumbai Place : Mumbai

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Prasad Patwardhan Rahul Neogi

Chief Financial Officer ACA No.44453

Date : May 28, 2021 Date : May 28, 2021

Company Secretary ACS No.10653

168 169 ANNUAL REPORT 2020-21 ITD CEMENTATION INDIA LIMITED

CONSOLIDATED CASH FLOW STATEMENT

for the year ended March 31, 2021

(` in Lakh)
Particulars Year ended
March 31, 2021
Year ended
March 31, 2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax 2,000.38 6,009.24
Adjustments for
Depreciation and amortisation expense 10,015.09 9,648.45
Finance costs 13,819.52 13,049.61
Interest income (846.98) (386.24)
Impairment allowance on financial / non-financial assets 1,252.03 1,413.45
Receivables from a customer written off - exceptional item - 4,093.36
Share of profit from joint ventures (net) (3,303.80) (2,784.09)
(Profit)/Loss on disposal of property, plant and equipment (net) (345.69) 159.52
Unrealised foreign exchange loss (net) 1.69 11.36
Provision no longer required written back (848.21) (1,091.86)
Operating profit before working capital changes 21,744.03 30,122.80
Adjustment for changes in working capital
Increase in Inventories (4,793.58) (4,326.69)
Decrease / (Increase) in trade receivables 4,594.84 (17,947.54)
Increase in financial and other assets (12,601.51) (5,862.60)
Increase in trade payables 10,260.50 10,273.09
Increase in financial and other liabilities 6,496.68 36,775.44
Cash generated from operations 25,700.96 49,034.50
Direct taxes paid (net) (2,199.65) (4,346.50)
Net cash generated from operating activities 23,501.31 44,688.00
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (including intangible assets,
capital work-in-progress, capital advances/ payables)
(14,539.17) (10,966.99)
Proceeds from disposal of property, plant and equipment 3,402.81 1,629.27
Net Investments in bank deposits (5,397.43) (2,535.82)
Proceeds from unincorporated entity (Investment) 7,790.39 2,957.44
Interest received 328.50 176.65
Net cash used in investing activities (8,414.90) (8,739.45)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from non-current borrowings 9,355.82 1,302.26
Repayment of non-current borrowings (1,748.58) (1,115.87)
Repayment of short term borrowings (net) (16,991.19) (6,028.57)
Repayment of lease obligation (3,302.38) (3,063.94)

CONSOLIDATED CASH FLOW STATEMENT

for the year ended March 31, 2021 (Contd.)

(` in Lakh)
Particulars Year ended
March 31, 2021
Year ended
March 31, 2020
Interest and other finance charges paid (12,842.07) (11,477.68)
Dividend paid (including dividend distribution tax) (514.97) (828.17)
Net cash used in financing activities (26,043.37) (21,211.97)
Net (decrease)/ increase in cash and cash equivalents
(A + B + C)
(10,956.96) 14,736.58
Cash and cash equivalents at the beginning of year 23,690.04 8,953.46
Cash and cash equivalents at the end of year (Refer note 13) 12,733.08 23,690.04

Note: The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.

The accompanying notes form an integral part of the consolidated financial statements This is the Consolidated Cash Flow Statement referred to in our audit report of even date

Chartered Accountants Firm Registration No. 001076N/N500013

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director Membership No: 109632 DIN: 08441312 DIN: 08291114

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Prasad Patwardhan Rahul Neogi Chief Financial Officer ACA No.44453

Date : May 28, 2021 Date : May 28, 2021

Company Secretary ACS No.10653

Place : Mumbai Place : Mumbai

170 171 ANNUAL REPORT 2020-21 ITD CEMENTATION INDIA LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY as at and for the year ended March 31, 2021

A) EQUITY SHARE CAPITAL

Particulars Number ` Lakh
Equity Sjares of ` 1 each issued, subscribed and paid
As at April 1, 2019 171,787,584 1,717.88
Issue of equity share - -
As at March 31, 2020 171,787,584 1,717.88
Issue of equity share - -
As at March 31, 2021 171,787,584 1,717.88

B) OTHER EQUITY

(` in Lakh)
Reserves and surplus Other comprehensive income
Total
Particulars Securities
premium
General
reserve
Retained
earnings
Foreign
Currency
Translation
Reserve
Equity
instruments
through other
comprehen
sive income
equity
attributable
to equity
holders of the
parent
Non
controlling
interest
Total equity
As at April 1, 2019 78,512.04 676.48 21,181.11 - (0.26) 100,369.37 216.97 100,586.34
Profit for the year - - 4,316.21 - - 4,316.21 59.75 4,375.96
Payment of dividend (including
dividend distribution tax)
- - (828.40) - - (828.40) - (828.40)
Other comprehensive loss for
the year
- - (315.49) - - (315.49) - (315.49)
As at March 31, 2020 78,512.04 676.48 24,353.43 - (0.26) 103,541.69 276.72 103,818.41
Profit for the year - - 1,575.62 - - 1,575.62 19.61 1,595.23
Payment of dividend (including
dividend distribution tax)
- - (515.36) - - (515.36) - (515.36)
Exchange difference of foreign
operations
- - - 99.96 - 99.96 - 99.96
Other comprehensive income
for the year
- - 149.58 - - 149.58 - 149.58
As at March 31, 2021 78,512.04 676.48 25,563.27 99.96 (0.26) 104,851.49 296.33 105,147.82

Nature and purpose of reserves

(i) Securities premium

Securities premium is used to record the premium received on issue of shares. This account is utilised in accordance with the provisions of the Companies Act 2013 ('the Act').

(ii) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

as at and for the year ended March 31, 2021 (Contd.)

(iii) Retained Earnings

Retained earnings represents the profits/losses that the Group has earned / incurred till date including gain / (loss) on fair value of defined benefits plans as adjusted for distirbutions to owners, transfer to other reserves, etc.

(iv) Foreign currency translation reserve

The Group has recognised exchange differences arising on translation of the foreign operations (i.e. Branch in Myanmar) in other comprehensive income and accumulated in 'Foreign Currency Translation Reserve' in Other Equity.

(v) Equity instruments through other comprehensive income

The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within fair value through other comprehensive income FVTOCI reserve within equity. The Group transfers amount from this reserve to retained earnings when the relevant equity securities are derecognised.

The accompanying notes form an integral part of the consolidated financial statements This is the Consolidated Statement of Changes in Equity referred to in our audit report of even date

Chartered Accountants

Firm Registration No. 001076N/N500013

Membership No: 109632 DIN: 08441312 DIN: 08291114

Place : Mumbai Place : Mumbai

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Prasad Patwardhan Rahul Neogi Chief Financial Officer ACA No.44453

Date : May 28, 2021 Date : May 28, 2021

Note 1 CORPORATE INFORMATION

ITD Cementation India Limited ('ITD Cem' or the 'Holding Company' or the 'Parent Company) is a public Company domiciled in India and was incorporated in 1978 under the provisions of the erstwhile Companies Act, 1956. Its shares are listed on two recognised stock exchanges in India - the BSE Limited and the National Stock Exchange of India Limited. The Holding Company having CIN L61000MH1978PLC020435 has its registered office located at National Plastic Building, A Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai 400057, India.

The financial statements comprises the financial statements of the Holding Company and its subsidiaries (the Company and its subsidiaries referred to as the "Group"). The consolidated financial statements were authorised for issue in accordance with a resolution of the Board of Directors on May 28, 2021.

The Group is engaged in construction of a wide variety of structures like maritime structures, mass rapid transport systems (MRTS), dams and tunnels, airports, highways, bridges and flyovers and other foundations and specialised engineering work. The activities of the Group comprise only one business segment viz Construction.

Note 2 SIGNIFICANT ACCOUNTING POLICIES

i. Basis of preparation of consolidated financial statements

The consolidated financial statements of the Group have been prepared to comply in all material respects with the Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013 ('the Act') read with Companies (Indian Accounting Standards) Rules as amended from time to time.

The financial statements have been prepared under the historical cost convention, with the exception of certain financial assets and liabilities which have been measured at fair value, on an accrual basis.

The Group's financial statements are reported in Indian Rupees, which is also the Group's functional currency, and all values are rounded to the nearest Lakh (` 00,000), except when otherwise indicated.

The statement of cash flow has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) statement of cash flows.

ii. Operating cycle for current and non-current classification:

All the assets and liabilities have been classified as current or non-current, wherever applicable, as per the operating cycle of the Group as per the guidance set out in Schedule III to the Act. Operating cycle for the business activities of the Group covers the duration of the project/ contract/ service including the defect liability period, wherever applicable, and extends upto the realisation of receivables (including retention monies) within the credit period normally applicable to the respective project.

iii. Principles of Consolidation

The financial statements have been prepared on the following basis:

a. Subsidiaries

  • The consolidated financial statements incorporate the financial statements of the Holding Company and its subsidiaries. For this purpose, an entity which is, directly or indirectly, controlled by the Parent Company is treated as subsidiary. The Parent Company together with its subsidiaries constitute the Group. Control exists when the Parent Company, directly or indirectly, has power over the investee, is exposed to variable returns from its involvement with the investee and has the ability to use its power to affect its returns.
  • Consolidation of a subsidiary begins when the Parent Company, directly or indirectly, obtains control over the subsidiary and ceases when the Parent Company, directly or indirectly, loses control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated Statement of Profit and Loss from the date the Parent Company, directly or indirectly, gains control until the date when the Parent Company, directly or indirectly, ceases to control the subsidiary.
  • The consolidated financial statements of the Group combines financial statements of the Parent Company and its subsidiaries lineby-line by adding together the like items of assets, liabilities, income and expenses. All intra-group assets, liabilities, income, expenses and unrealised profits/losses on intra-group transactions are eliminated on consolidation. The accounting policies of subsidiaries have been harmonised to ensure the consistency with the policies adopted by the Parent Company. The consolidated financial statements have

been presented to the extent possible, in the same manner as Parent Company's standalone financial statements.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Parent Company and to the noncontrolling interests and have been shown separately in the financial statements.

  • Non-controlling interest represents that part of the total comprehensive income and net assets of subsidiaries attributable to interests which are not owned, directly or indirectly, by the Parent Company.
  • The gains/losses in respect of part divestment/ dilution of stake in subsidiary companies not resulting in ceding of control, are recognised directly in other equity attributable to the owners of the Parent Company.
  • The gains/losses in respect of divestment of stake resulting in ceding of control in subsidiary companies are recognised in the Statement of Profit and Loss. The investment representing the interest retained in a former subsidiary, if any, is initially recognised at its fair value with the corresponding effect recognised in the Statement of Profit and Loss as on the date the control is ceded. Such retained interest is subsequently accounted as an associate or a joint venture or a financial asset.

b. Investments in joint ventures

When the Group has with other parties joint control of the arrangement and rights to the net assets of the joint arrangement, it recognises its interest as joint venture. Joint control exists when the decisions about the relevant activities require unanimous consent of the parties sharing the control. When the Group has significant influence over the other entity, it recognises such interests as associates. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control over the entity.

The results, assets and liabilities of joint venture and associates are incorporated in the consolidated financial statements using equity method of accounting after making necessary adjustments to achieve uniformity in application

of accounting policies, wherever applicable. An investment in associate or joint venture is initially recognised at cost and adjusted thereafter to recognise the Group's share of profit or loss and other comprehensive income of the joint venture or associate. Gain or loss in respect of changes in other equity of joint ventures or associates resulting in dilution of stake in the joint ventures and associates is recognised in the Statement of Profit and Loss. On acquisition of investment in a joint venture or associate, any excess of cost of investment over the fair value of the assets and liabilities of the joint venture, is recognised as goodwill and is included in the carrying value of the investment in the joint venture and associate. The excess of fair value of assets and liabilities over the investment is recognised directly in equity as capital reserve. The unrealised profits/ losses on transactions with joint ventures are eliminated by reducing the carrying amount of investment.

The carrying amount of the equity accounted investments are tested for impairment in accordance with the policy.

When the Group's share of losses in an equityaccounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

c. Interests in joint operations

In accordance with Ind AS 111 Joint Arrangements, when the Group has joint control of the arrangement based on contractually determined right to the assets and obligations for liabilities, it recognises such interests as joint operations. Joint control exists when the decisions about the relevant activities require unanimous consent of the parties sharing the control. In respect of its interests in joint operations, the Group recognises its share in assets, liabilities, income and expenses line-byline in the standalone financial statements of the entity which is party to such joint arrangement which then becomes part of the consolidated financial statements of the Group when the financial statements of the Parent Company and its subsidiaries are combined for consolidation.

d. Business Combination/Goodwill on consolidation

The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the statement of profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date.

Goodwill on consolidation is allocated to cash generating units or group of cash generating units that are expected to benefit from the synergies of the acquisition.

Goodwill arising on consolidation is not amortised, however, it is tested for impairment annually. In the event of cessation of operations of a subsidiary, the unimpaired goodwill is written off fully.

Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders' equity.

e. Notes to the financial statements represent notes involving items which are considered material and are accordingly disclosed. Materiality for the purpose is assessed in relation to the information contained in the financial statements. Further, additional statutory information disclosed in separate financial statements of the subsidiary and/or a parent having no bearing on the true and fair view of the financial statements has not been disclosed in these financial statements.

iv. Accounting Estimates

The preparation of the financial statements, in conformity with the recognition and measurement principles of Ind AS, requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of financial statements and the results of operation during the reported period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates which are recognised in the period in which they are determined.

v. Key Accounting Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

a. Estimation uncertainty related to the global health pandemic on COVID-19

The outbreak of COVID-19 had disrupted regular business operations of the Group due to the lock down restrictions and other emergency measures imposed by the Government from time to time. The Group's operations have started recovering from the economic slowdown caused by COVID-19 pandemic and reaching normalcy. The Group management has taken into account the possible impacts of known events, upto the date of the approval of these financial results, arising from COVID-19 pandemic on the carrying value of the assets and liabilities as at 31 March 2021. While the Group continues to closely monitor the impact of COVID-19 pandemic, there exists uncertainty in estimating the future impact of COVID-19 pandemic on the Group and, accordingly, the actual impact in the future may be different from those presently estimated.

b. Contract revenue

Refer Note 2(xvii)(a) below

c. Valuation of investment in and loans to joint ventures

The Holding Company has performed valuation for its investments in equity of certain subsidiaries and joint ventures for assessing whether there is any impairment in the fair value. When the fair value of investments in subsidiaries cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model. Similar assessment is carried for exposure of the nature of loans and interest

receivable thereon. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as expected earnings in future years, liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of these investments.

d. Deferred tax assets

In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realised. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Group will realise the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

e. Defined benefit plans

The cost and present value of the gratuity obligation and compensated absences are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, attrition rate and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

f. Leases

The Group evalutes if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease required significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group revises the lease term if there is a change in non-cancellable period of a lease.

g. Useful lives of property, plant and equipment and intangible assets

The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of assets are determined by the management at the time of acquisition of asset and reviewed periodically, including at each financial year. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

h. Provisions and contingent liabilities

A provision is recognised when the Group has a present obligation as result of a past event and it is probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. Contingent assets are disclosed where an inflow of economic benefits is probable.

vi. Fair value measurement

The Group measures financial instruments, at fair value at each balance sheet date. (Refer Note 36)

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • In the principal market for the asset or liability, or
  • In the absence of a principal market, In the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Group's accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Management also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. This note summarises accounting policy for fair value.

Other fair value related disclosures are given in the relevant notes.

  • Disclosures for valuation methods, significant estimates and assumptions (notes 35, 38, 39 and 40).
  • Financial instruments (including those carried at amortised cost) (notes 6, 7, 12, 13, 14, 16, 17, 19, 20 and 21).
  • Quantitative disclosure of fair value measurement hierarchy (note 36).

vii. Property, Plant and Equipment (Tangible assets)

Property, Plant and Equipment is stated at cost of acquisition including attributable interest and finance costs, if any, till the date of acquisition/ installation of the assets less accumulated depreciation and accumulated impairment losses, if any.

Subsequent expenditure relating to Property, Plant and Equipment is capitalised only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the Statement of Profit and Loss as incurred. The cost and related accumulated depreciation are eliminated from the financial statements, either on disposal or when retired from active use and the resultant gain or loss are recognised in the Statement of Profit and Loss.

viii. Capital work-in-progress

Capital work-in-progress, representing expenditure incurred in respect of assets under development and not ready for their intended use, are carried at cost. Cost includes related acquisition expenses, construction cost and other direct expenditure.

ix. Intangible Assets

Intangible assets are stated at cost, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably, less accumulated amortisation and accumulated impairment losses, if any.

Intangible assets mainly comprise of license fees and implementation cost for software and other application software acquired for in-house use.

x. Depreciation and amortisation

Depreciation is provided for property, plant and equipment so as to expense the cost less residual value over their estimated useful lives on a straight line basis. Intangible assets are amortised from the date they are

available for use, over their estimated useful lives. The estimated useful lives are as mentioned below:

Asset category Useful life (in years) Basis of determination of useful lives^
Buildings 60 Assessed to be in line with Schedule II to the Act.
Leasehold improvements Lease period or 5 years,
whichever is lower
Assessed to be in line with Schedule II to the Act.
Plant and equipment (including
tools and equipment)
3 to 21 Based on technical evaluation by management's
expert.
Vehicles 8 Assessed to be in line with Schedule II to the Act.
Office equipment 5 Assessed to be in line with Schedule II to the Act.
Furniture and fixtures 10 Assessed to be in line with Schedule II to the Act.
Computers 3 to 6 Assessed to be in line with Schedule II to the Act.
Intangible (Computer software) 5 Assessed to be in line with Schedule II to the Act.

^ Useful lives of asset classes determined by management estimate, which are generally higher than those prescribed under Schedule II to the Act and are supported by the internal technical assessment of useful lives.

The estimated useful life and residual values are reviewed at each financial year end and the effect of any change in the estimates of useful life/residual value is accounted on prospective basis.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Depreciation on additions is provided on a pro-rata basis, from the date on which asset is ready to use.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are accounted in the Statement of Profit and Loss under Other income/ Other expenses.

xi. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

a. Financial Assets

(i) Initial Recognition

In the case of financial assets, not recorded at fair value through profit or loss (FVPL), financial assets are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date i.e., the date that the Group commits to purchase or sell the asset.

(ii) Subsequent Measurement

For purposes of subsequent measurement, financial assets are classified in following categories :

- Financial Assets at Amortised Cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income from these financial assets is included in finance income using the effective interest rate ("EIR") method. Impairment gains or losses arising on these assets are recognised in the Statement of Profit and Loss.

- Financial Assets Measured at Fair Value

Financial assets are subsequently measured at fair value through OCI if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows and to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Movements in the carrying amount are taken through OCI, except

for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in the Statement of Profit and Loss.

Financial asset not measured at amortised cost or at fair value through OCI is carried at FVPL.

(iii) Impairment of Financial Assets

In accordance with Ind AS 109, the Group applies the Expected Credit Loss ("ECL") model for measurement and recognition of impairment loss on financial assets and credit risk exposures.

The Group follows 'simplified approach' for recognition of impairment loss allowance on trade receivables. Simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

ECL is the difference between all contractual cash flows that are due to the group in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL impairment loss allowance (or reversal) during the period is recognised as income/expense in the Statement of Profit and Loss.

(iv) De-recognition of Financial Assets

The Group de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the assets and an associated liability for amounts it may have to pay.

If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

b. Equity Instruments and Financial Liabilities

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

(i) Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument.

(ii) Financial Liabilities

- Initial Recognition

Financial liabilities are classified, at initial recognition, as financial liabilities at FVPL, loans and borrowings and payables as appropriate. All financial liabilities are

recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

- Subsequent Measurement

The measurement of financial liabilities depends on their classification, as described below:

- Financial liabilities at FVPL

Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Amortisation is recognised as finance income in the Statement of Profit and Loss.

- Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the Statement of Profit and Loss.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

Where the Group issues optionally convertible debentures, the fair value of the liability portion of such debentures is determined using a market interest rate for an equivalent non-convertible debenture. This value is recorded as a liability on an amortised cost basis until extinguished on conversion or redemption of the debentures. The remainder of the proceeds is attributable to the equity portion of the instrument. This is recognised and included in shareholders' equity (net of income tax) and are not subsequently re-measured.

- Derivative financial instruments

The Group uses derivative financial instruments i.e. foreign exchange forward and options contracts to manage its exposure to foreign exchange risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. The Group uses hedging instruments that are governed by the policies of the Group

Hedge Accounting

The Group uses foreign currency forward and options contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable forecast transactions. The Group designates such forward contracts in a cash flow hedging relationship by applying the hedge accounting principles. These forward contracts are stated at fair value at each reporting date. Changes in the fair value of these forward contracts that are designated and effective as hedges of future cash flows are recognised directly in OCI and accumulated under the hedging cash flow hedge reserve, net of applicable deferred income taxes and the ineffective portion is recognised immediately to the statement of profit and loss. Amounts accumulated under the hedging cash flow hedge reserve are reclassified to the statement of profit and loss in the same period during which

the forecasted transaction affects to the statement of profit and loss. For forecasted transactions, any cumulative gain or loss on the hedging instrument recognised under the hedging cash flow hedge reserve is retained until the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, the net cumulative gain or loss recognised under the hedging cash flow hedge reserve is immediately transferred to the statement of profit and loss.

- De-recognition of Financial Liabilities

Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as de-recognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

c. Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realise the assets and settle the liabilities simultaneously.

xii. Employee Benefits

a. Defined Contribution Plan

Contributions to defined contribution schemes such as provident fund, employees' state insurance, labour welfare fund and superannuation scheme are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Group's provident fund contribution, in respect of certain employees of the Company and its Indian subsidiaries is made to a government administered fund, and charged as an expense to the Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes as the Group has no further obligations beyond the monthly contributions.

b. Defined Benefit Plan

In respect of certain employees, provident fund contributions are made to a trust administered by the Group. The interest rate payable to the members of the trust shall not be lower than the statutory rate of interest declared by the Central Government under the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the Group. Accordingly, the contribution paid or payable and the interest shortfall, if any, is recognised as an expense in the period in which services are rendered by the employee.

The Group also provides for gratuity which is a defined benefit plan the liabilities of which are determined based on valuations, as at the balance sheet date, made by an independent actuary using the projected unit credit method. Re-measurement, comprising of actuarial gains and losses, in respect of gratuity are recognised in the OCI, in the period in which they occur. Re-measurement recognised in OCI are not reclassified to the Statement of Profit and Loss in subsequent periods. Past service cost is recognised in the Statement of Profit and Loss in the year of plan amendment or curtailment. The classification of the Group's obligation into current and non-current is as per the actuarial valuation report.

In case of foreign subsidiaries, the postemployment benefit plan, in the form of a pension, qualify as defined benefit plans. For the purposes of determining the defined benefit obligation at the reporting date, the total defined benefit obligations, made by an independent actuary using the projected unit credit method, are compared to the fair value of the plan assets and resultant surplus or shortfall is recognised as an asset or liability, respectively. Re-measurement, comprising of actuarial gains and losses, in respect of this pension plan are recognised in the OCI, in the period in which they occur.

c. Leave entitlement and compensated absences

Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement, other than short term compensated absences, are

provided based on a actuarial valuation, similar to that of gratuity benefit. Re-measurement, comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the Statement of Profit and Loss in the period in which they occur.

d. Short-term Benefits

Short-term employee benefits such as salaries, wages, performance incentives etc. are recognised as expenses at the undiscounted amounts in the Statement of Profit and Loss of the period in which the related service is rendered. Expenses on non-accumulating compensated absences is recognised in the period in which the absences occur.

xiii. Inventories

  • a. Construction materials are valued at lower of cost and net realisable value. Cost is determined on a weighted average method and comprises the purchase price including duties and taxes (other than those subsequently recoverable by the Group from the taxing authorities). Net Realisable value is the estimated selling price in the ordinary course of business, less the estimated cost necessary to make the sale.
  • b. Spares that are of regular use are charged to the statement of profit and loss as and when consumed.

xiv. Cash and Cash Equivalents

Cash and cash equivalents in the Balance Sheet comprises of cash at banks and on hand and shortterm deposits with an original maturity of three month or less, which are subject to an insignificant risk of changes in value.

xv. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker regularly monitors and reviews the operating result of the whole Group as one segment of "Construction". Thus, as defined in Ind AS 108 "Operating Segments", the Group's entire business falls under this one operational segment and hence the necessary information has already been disclosed in the Balance Sheet and the Statement of Profit and Loss.

xvi. Foreign Exchange Translation of Foreign Projects and Accounting of Foreign Exchange Transaction

a. Initial Recognition

Foreign currency transactions are initially recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

b. Conversion

Monetary assets and liabilities denominated in foreign currencies are reported using the closing rate at the reporting date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

c. Treatment of Exchange Difference

Exchange differences arising on settlement/ restatement of foreign currency monetary assets and liabilities of the Group are recognised as income or expense in the Statement of Profit and Loss.

xvii. Revenue Recognition

a. Contract Revenue

The Group derives revenues primarily from providing construction services.

Effective April 1, 2019, the Group adopted Ind AS 115 "Revenue from Contracts with Customers" using the cumulative catch-up transition method, applied to contracts that were not completed as of 1 April 2019. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The effect on adoption of Ind AS 115 was insignificant. On account of adoption of Ind AS 115, unbilled workin-progress (contract asset) has been considered as non-financial asset and accordingly classified under other current assets.

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

Revenue from construction services, where the performance obligations are satisfied over

time and where there is no uncertainty as to measurement or collectability of consideration, is recognised as per the percentage-of-completion method. The percentage-of-completion of a contract is determined by the proportion that contract costs incurred for work performed upto the reporting date bear to the estimated total contract costs. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved.

Transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring good or service to a customer excluding amounts collected on behalf of a third party and is adjusted for variable considerations.

Contract revenue earned in excess of certification are classified as contract assets (which we refer as unbilled work-in-progress) while certification in excess of contract revenue are classified as contract liabilities (which we refer to as due to customer). Advance payments received from contractee for which no services are rendered are presented as 'Advance from contractee'.

Due to the nature of the work required to be performed on many of the performance obligations, the estimation of total revenue and cost of completion is complex, subject to many variables and requires significant judgment. Variability in the transaction price arises primarily due to liquidated damages, price variation clauses, changes in scope, incentives, if any. The Group considers its experience with similar transactions and expectations regarding the contract in estimating the amount of variable consideration to which it will be entitled and determining whether the estimated variable consideration should be constrained. The Group includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved.The estimates of variable consideration are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available.

Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or contract price. The accounting for modifications of contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract, if the additional services are priced at the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.

The Group presents revenues net of indirect taxes in its Statement of Profit and Loss.

Costs to obtain a contract which are incurred regardless of whether the contract was obtained are charged-off in Profit & Loss immediately in the period in which such costs are incurred.

b. Share of profit and loss from unincorporated entities in the nature of Subsidiary, Joint Venture or Joint Operations

In case of Unincorporated Entities in the nature of subsidiary / joint venture, share of profit and loss are recognised in the Statement of Profit and Loss as and when the right to receive the profit share or obligation to settle the loss is established.

In case of Unincorporated Entities in the nature of a Joint Operation; the Group recognises its direct right to the assets, liabilities, contingent liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings.

c. Other Income

a. Interest Income

Interest income is accrued on a time proportion basis, by reference to the principal outstanding and the applicable Effective Interest Rate (EIR).

b. Other Income

Other items of income are accounted as and when the right to receive such income arises and it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.

xviii. Income Tax

Income tax expense comprises of current tax expense and the net change in the deferred tax asset or liability during the period. Current and deferred taxes are recognised in the Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

a. Current Taxes

Current income tax is recognised based on the estimated tax liability computed after taking credit for allowances and exemptions in accordance with the Income Tax Act, 1961. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis.

b. Deferred Taxes

Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities are recognised for all deductible temporary differences between the financial statements' carrying amount of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantively enacted at the Balance Sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Such assets are reviewed at each Balance Sheet date to reassess realisation.

Deferred tax assets and deferred tax liabilities are offseted if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

xix Leases

Effective April 1, 2019, the Group has adopted Ind AS 116, "Leases" using the modified retrospective approach, as a result of which the comparative information is not required to be restated.

The Group's lease asset classes primarily consist of leases for buildings and vehicles. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange of the consideration.

At the date of the commencement of the lease, the Group recognises a right-of-use asset representing its right to use the underlying asset for the lease term and a corresponding lease liability for all the lease arrangements in which it is a lease, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease. They are subsequenty measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. The estimated useful life of the assets are determined on the same basis as those of property, plant and equipment.

Right-of-use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Carrying amount of right-of-use asset is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The future lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. For a lease with reasonably similar characteristics, the Group, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole.

Right-of-use assets and Lease liabilities have been separately presented in the Balance Sheet. Further, lease payments have been classified as financing cash flows.

xx. Impairment of Non-Financial Assets

As at each Balance Sheet date, the Group assesses whether there is an indication that a non-financial asset may be impaired and also whether there is an indication of reversal of impairment loss recognised in the previous periods. If any indication exists, or when annual impairment testing for an asset is required, the Group determines the recoverable amount and impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined:

  • In case of an individual asset, at the higher of the assets' fair value less cost to sell and value in use; and
  • In case of cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of cash generating unit's fair value less cost to sell and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specified to the asset. In determining fair value less cost to sell, recent market transaction are taken into account. If no such transaction can be identified, an appropriate valuation model is used.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit and Loss, except for properties previously revalued with the revaluation taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation.

When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through the Statement of Profit and Loss.

xxi. Earnings Per Share

Basic earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Group by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.

Diluted earnings per share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Group and weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares).

xxii. Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when the Group has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions (excluding gratuity and compensated absences) are determined based on management's estimate required to settle the obligation at the Balance Sheet date. In case the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed at

each Balance Sheet date and adjusted to reflect the current management estimates.

Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. A contingent liability also arises, in rare cases, where a liability cannot be recognised because it cannot be measured reliably.

Contingent assets are disclosed where an inflow of economic benefits is probable.

xxiii. Commitments

Commitments are future liabilities for contractual expenditure, classified and disclosed as estimated amount of contracts remaining to be executed on capital account and not provided for.

xxiv. Exceptional Items

When items of income and expense within profit or loss from ordinary activities are of such size, nature or incidence that their disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of such material items are disclosed separately as exceptional items.

xxv. Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable to the Group effective ApriI 1, 2021.

mation to the consolidated financial
accounting policies and other explanatory infor
T March 31, 2021 (Contd.)
N
A
C
FI
NI
G
ments as at and for the year ended
SI
F
O
Y
R
A
M
M
U
S
state

Note 3 PROPERTY, PLANT AND EQUIPMENT

3A Tangible Assets

٣
(` in Lakh)
Freehold land Buildings Leasehold
improvements
Plant and
equipment
Furniture and
fixtures
ment
Office equip
Computer Vehicles Total
Gross carrying value (at deemed cost)
As at April 1, 2019 549.92 2,284.89 511.01 63,141.30 77.31 307.78 914.62 361.18 68,148.01
Additions - 235.79 - 11,378.52 11.96 25.74 82.71 10.00 11,744.72
Disposals - - - (2,823.33) - (13.46) (8.62) (50.85) (2,896.26)
As at March 31, 2020 549.92 2,520.68 511.01 71,696.49 89.27 320.06 988.71 320.33 76,996.47
Additions - - 9,620.40 29.16 37.16 94.02 53.11 9,833.85
Disposals - - (4,317.00) - (0.76) - (13.50) (4,331.26)
As at March 31, 2021 549.92 2,520.68 511.01 76,999.89 118.43 356.46 1,082.73 359.94 82,499.06
Accumulated depreciation
As at April 1, 2019 - 100.52 135.13 15,112.61 22.81 158.71 280.34 166.61 15,976.73
Depreciation charge 43.13 49.97 6,375.15 7.24 47.38 172.77 59.71 6,755.35
Accumulated depreciation on disposals - - (1,052.90) - (7.42) (8.19) (38.86) (1,107.37)
As at March 31, 2020 - 143.65 185.10 20,434.86 30.05 198.67 444.92 187.46 21,624.71
Depreciation charge 44.71 49.97 6,546.51 12.84 45.38 174.08 40.78 6,914.27
Accumulated depreciation on disposals - - (1,260.80) - (0.74) - (12.58) (1,274.12)
As at March 31, 2021 - 188.36 235.07 25,720.57 42.89 243.31 619.00 215.66 27,264.86
Net carrying value
As at March 31, 2020 549.92 2,377.03 325.91 51,261.63 59.22 121.39 543.79 132.87 55,371.76
As at March 31, 2021 549.92 2,332.32 275.94 51,279.32 75.54 113.15 463.73 144.28 55,234.20
Notes:

(i) Refer notes 16 and 19 for information of Property, plant and equipment pledged as security against borrowings of the Company.

(ii) Refer note 31(B) for disclosure of contractual commitments for acquisition of Property, plant and equipment.

(iii) Includes purchase of Property, Plant and Equipment aggregating 426.25 Lakh (March 31, 2020: 2,574.76 Lakh) from related parties [Refer note 37(b)]

3B Right-of-use-asset

The details of the right-of-use asset are as follows:

(` in Lakh)
Land Buildings Plant and
equipment
Total
Gross carrying value
Impact of adoption of Ind AS 116 as at April 1, 2019 735.87 3,896.86 3,857.58 8,490.31
Additions 166.43 70.64 241.53 478.60
Disposals - (36.63) - (36.63)
As at March 31, 2020 902.30 3,930.87 4,099.11 8,932.28
Additions 777.41 34.90 167.34 979.65
Disposals - (12.99) - (12.99)
As at March 31, 2021 1,679.71 3,952.78 4,266.45 9,898.94
Accumulated depreciation
As at April 1, 2019 - - - -
Depreciation charge 657.87 624.99 1,431.12 2,713.98
Accumulated depreciation on disposals - (11.59) - (11.59)
As at March 31, 2020 657.87 613.40 1,431.12 2,702.39
Depreciation charge 776.12 621.49 1,506.61 2,904.22
Accumulated depreciation on disposals - (9.11) - (9.11)
As at March 31, 2021 1,433.99 1,225.78 2,937.73 5,597.50
Net carrying value
As at March 31, 2020 244.43 3,317.47 2,667.99 6,229.89
As at March 31, 2021 245.72 2,727.00 1,328.72 4,301.44

Note: Refer Note 40 for the disclosures related to Ind AS 116 - Leases.

3C Intangible assets - Computer software

(` in Lakh)
Gross carrying value
As at April 1, 2019 808.84
Additions 189.52
Disposals -
As at March 31, 2020 998.36
Additions 7.70
Disposals -
As at March 31, 2021 1,006.06
Accumulated amortisation
As at April 1, 2019 36.85
Amortisation charge 179.12
Amortisation on disposal of assets -
(` in Lakh)
As at March 31, 2020 215.97
Amortisation charge 196.60
Amortisation on disposal of assets -
As at March 31, 2021 412.57
Net carrying value
As at March 31, 2020 782.39
As at March 31, 2021 593.49

Note 4 DEPRECIATION AND AMORTISATION EXPENSE

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
a) Depreciation of tangible assets 6,914.27 6,755.35
b) Depreciation on right-of-use-asset 2,904.22 2,713.98
c) Amortisation of intangible assets 196.60 179.12
Total depreciation and amortisation expense 10,015.09 9,648.45

Note 5 INVESTMENTS IN JOINT VENTURES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non - current
Deemed investment in unincorporated entities classified as joint ventures 18,448.23 25,540.67
Total non-current investments 18,448.23 25,540.67

5.1 Detailed list of non-current investments

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Deemed investments in unincorporated entities, unquoted
Unincorporated entities classified as Joint Ventures*
ITD - ITDCem JV ^ # 18,448.23 25,540.67
Total non-current investments 18,448.23 25,540.67

* Being unincorporated entities, the Holding Company is not require to have any investment in these entities as per the joint venture agreement.

^ Receivables from unincorporated entities representing groups's net investment in the entities. Accordingly they have been reclassified as deemed investment under Ind AS.

Includes 57.49 Lakh (March 31, 2020 : 57.49 Lakh) representing fair value of financial guarantee.

Details:

Aggregate value of non-current investments is as follows:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
(i) Aggregate carrying value of unquoted investments 18,448.23 25,540.67
(ii) Aggregate value of quoted investments and market value thereof - -
(iii) Aggregate value of Impairment of investments - -
18,448.23 25,540.67
(i) Investments carried at deemed cost 18,448.23 25,540.67
(ii) Investments carried at amortised cost - -
(iii) Investments carried at fair value through profit and loss - -
18,448.23 25,540.67

Note 6 LOANS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Security deposits 802.66 753.41
Total non-current loans 802.66 753.41
Current
Security deposits 2,418.04 2,662.79
Total current loans 2,418.04 2,662.79
Total loans 3,220.70 3,416.20
Break-up of security details
Loans considered good - secured - -
Loans considered good - unsecured 3,220.70 3,416.20
Loans which have significant increase in credit risk - -
Loans - credit impaired 172.57 63.79
Total 3,393.27 3,479.99
Less: impairment allowance (172.57) (63.79)
Total loans 3,220.70 3,416.20

Note 7 OTHER FINANCIAL ASSETS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Bank deposits with maturity of more than 12 months^ 1,883.76 -
Total non-current financial assets 1,883.76 -
^ held as margin money or security against borrowings, guarantees and other commit
ments issued by banks on behalf of the Company.
Current
Receivable from unincorporated entities [Refer note 37(c)] 867.82 2,249.37
Interest accrued on deposits 188.40 96.04
(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Employee advances 58.48 24.69
Foreign currency forward contract - 10.83
Total current financial assets 1,114.70 2,380.93
Total other financial assets 2,998.46 2,380.93

Note 8 INCOME TAX ASSETS (NET)

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
i.
The following table provides the details of income tax assets and
liabilities:
a)
Income tax assets
15,564.17 16,644.24
b)
Current income tax liabilities
(9,410.59) (12,156.12)
Net income tax assets 6,153.58 4,488.12
Income tax assets in case of certain entities 6,502.40 4,805.03
Current tax liabilities in case of certain entities (348.82) (316.91)
Net income tax assets 6,153.58 4,488.12
ii.
The gross movement in the current tax asset:
Net current income tax assets at the beginning 4,488.12 1,255.60
Interest on income tax refund 237.71 89.32
Income tax paid (net) 2,199.65 4,346.50
Current income tax expense (771.90) (1,203.30)
Net current income tax assets at the end 6,153.58 4,488.12
Year ended
March 31, 2021
Year ended
March 31, 2020
iii. Income tax expense in the Statement of Profit and Loss comprises:
Current income taxes 771.90 1,203.30
Deferred income tax (credit) / charge (366.75) 429.98
Income tax expenses in Statement of Profit and Loss (net) 405.15 1,633.28
Deferred income tax charge / (credit) in Other Comprehensive Income 50.31 (106.11)
Income tax expenses (net) 455.46 1,527.17
iv. A reconciliation of the income tax provision to the amount computed by applying
the statutory income tax rate to the profit before income taxes is as below:
Profit before income tax 2,000.38 6,009.24
Applicable income tax rate (Refer not 8.1) 25.17% 25.17%
Computed expected tax expense 503.46 1,512.41
Effect of expenses not allowed for tax purpose 80.53 131.89
Effect of income not considered for tax purpose (852.39) (444.44)
Effect of items on which deferred tax assets not recognised 543.74 436.16

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Effect of difference in tax rates in unincorporated entities (Association of
Persons)
121.04 137.09
Effect of difference in tax rate in overseas branch 8.77 -
Effect of change in tax rate - (139.83)
Income tax expense charged to the Statement of Profit and Loss 405.15 1,633.28

Note 8.1 : During the previous year ended March 31, 2020, the Holding Company and its subsidiary company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, these companies have recognised provision for income tax basis the rate prescribed in the said section. The Group has also remeasured their deferred tax assets basis the revised rate and the impact of this change has been recognised in the statement of profit and loss during the previous year.

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
v.
Components of deferred income tax assets and liabilities arising on
account of temporary differences are:
(a)
Deferred tax assets
Impairment allowance of financial assets 1,335.12 1,003.81
Expenses allowable on payment basis 1,520.35 1,739.18
Others 140.93 142.55
2,996.40 2,885.54
(b)
Deferred tax liability
Timing difference on amount of depreciation on tangible assets and
intangible assets
2,482.56 2,688.14
2,482.56 2,688.14
Deferred tax assets (net) [a-b] 513.84 197.40
Deferred tax assets in case of certain entities 513.84 436.72
Deferred tax liabilities in case of certain entities - (239.32)
Net deferred tax assets 513.84 197.40

vi. Movement in deferred tax assets/(liabilities) (` in Lakh)

Lakh
ın
ı)
------------ ----
Impairment
allowance of
financial assets
Provision for
employee
benefits
Others Timing difference on
account of
tangible and
intangible assets
Total
As at April 1, 2019 1,457.83 2,244.56 166.26 (3,347.38) 521.27
(Charged) / credited
- to profit or loss (454.02) (611.49) (23.71) 659.24 (429.98)
- to other comprehensive income - 106.11 - - 106.11
As at March 31, 2020 1,003.81 1,739.18 142.55 (2,688.14) 197.40
(Charged) / credited
- to profit or loss 331.31 (168.52) (1.62) 205.58 366.75
- to other comprehensive income - (50.31) - - (50.31)
As at March 31, 2021 1,335.12 1,520.35 140.93 (2,482.56) 513.84

Note 9 OTHER ASSETS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Capital advances 1,315.78 1,319.46
Balances with government authorities 4,395.26 8,830.69
Total other non-current assets 5,711.04 10,150.15
Current
Unbilled work-in-progress 86,422.64 70,210.20
Advance to suppliers and subcontractors 3,915.74 3,472.35
Balances with government authorities 15,921.89 11,484.35
Prepaid expenses 3,261.58 3,101.36
109,521.85 88,268.26
Less: impairment allowance (1,058.96) (746.95)
Total other current assets 108,462.89 87,521.31
Total other assets 114,173.93 97,671.46

Note 10 INVENTORIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Construction materials 31,045.02 26,736.05
Spares 2,684.31 2,199.70
Total inventories 33,729.33 28,935.75

Note 11 CURRENT INVESTMENTS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Investment in equity instruments at fair value through other comprehensive
income
AVR Infra Private Limited 0.26 0.26
2,600 (March 31, 2020: 2,600) equity shares of ` 10 each, fully paid.
Less: impairment allowance (0.26) (0.26)
Total current investments - -

Note 12 TRADE RECEIVABLES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Current trade receivables
[Including retention 25,294.52 Lakh (March 31, 2020 : 24,709.96 Lakh)]
53,085.94 58,512.02
Total trade receivables 53,085.94 58,512.02
Break-up of security details
Trade receivables considered good - secured - -
Trade receivables considered good - unsecured 53,085.94 58,512.02
Trade receivables which have significant increase in credit risk (Refer note 38) - -
Trade receivables - credit impaired 4,073.32 3,242.08
Total 57,159.26 61,754.10
Less: impairment allowance (4,073.32) (3,242.08)
Total trade receivables 53,085.94 58,512.02

Notes:

(i) Includes 1,040.97 Lakh (March 31, 2020 : 210.44 Lakh) receivables from related parties [Refer note 37(c)]

(ii) There are no trade receivables due from any director or any officer of the Group, either severally or jointly with any other person, or from any firms or private companies in which any director is a partner, a director or a member.

(iii) Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days, except retention deposit which are due after completion of defect liability period of the respective projects.

Note 13 CASH AND CASH EQUIVALENTS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Balance with banks in current accounts 12,683.09 23,604.89
Cash on hand 49.99 85.15
Total cash and cash equivalents 12,733.08 23,690.04

Note 14 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Bank deposits with maturity of less than 12 months 1,274.88 2.00
Earmarked balances with banks for:
Bank deposits held as margin money or security against borrowings, guarantees
and other commitments issued by banks on behalf of the Company
6,683.61 4,442.81
Balances with bank for unclaimed dividend (Refer note 14.1 below) 9.13 8.74
Total other bank balances 7,967.62 4,453.55

Notes: 14.1 There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as at each reporting period.

Note 15 SHARE CAPITAL

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Authorised share capital
300,000,000 Equity shares of ` 1 each 3,000.00 3,000.00
(March 31, 2020: 300,000,000)
45,000,000 Redeemable preference shares of ` 10 each 4,500.00 4,500.00
(March 31, 2020: 45,000,000)
Total authorised share capital 7,500.00 7,500.00
Issued equity share capital:
171,812,844 Equity shares of ` 1 each 1,718.13 1,718.13
(March 31, 2020:171,812,844)
Total issued equity share capital 1,718.13 1,718.13
Subscribed and fully paid-up equity share capital:
171,787,584 Equity shares of `1 each fully paid up 1,717.88 1,717.88
(March 31, 2020:171,787,584)
Total Subscribed and fully paid-up equity share capital 1,717.88 1,717.88

a. Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting year

Number ` Lakh
As at April 1, 2019 171,787,584 1,717.88
Issued during the year - -
As at March 31, 2020 171,787,584 1,717.88
Issued during the year - -
As at March 31, 2021 171,787,584 1,717.88

b. Terms/rights attached to equity shares:

The Holding Company has only one class of equity shares having a par value of ` 1 per share. Each holder of equity share is entitled to one vote per share. The Holding Company declares and pays dividends in Indian Rupees. The dividend proposed if any by the Board of Directors of the Holding Company is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend.

In the event of liquidation of the Group, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts,if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Shares held by Ultimate holding Company

As at March 31, 2021 As at March 31, 2020
No. of Shares % held No. of Shares % held
Equity shares of ` 1 each
Italian-Thai Development Public Company
Limited, Thailand
80,113,180 46.64% 80,113,180 46.64%

d. Shareholding of more than 5%:

Name of the Shareholder As at March 31, 2021 As at March 31, 2020
No. of Shares No. of Shares No. Shares % held
Promoter
Italian-Thai Development Public Company
Limited, Thailand
80,113,180 46.64% 80,113,180 46.64%
Non-promoter
Franklin India Focused Equity Fund 17,100,000 9.95% 17,100,000 9.95%
Reliance Capital Trustee Co. Limited - - 13,027,423 7.58%
Massachusetts Institute of Technology 11,586,000 6.74% - -
Nippon Llfe India Trustee Limited 11,219,299 6.53% - -

As per records of the Holding Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

e. Bonus shares/ buy back/shares for consideration other than cash issued during past five years:

  • (i) Aggregate number and class of shares allotted as fully paid up pursuant to contracts without payment being received in cash - Nil
  • (ii) Aggregate number and class of shares allotted as fully paid up by way of bonus shares Nil
  • (iii) Aggregate number and class of shares bought back Nil
  • f. Out of the total issued capital, 25,260 (March 31, 2020: 25,260) equity shares of ` 1 each have been kept in abeyance pending final settlement of rights issues.
  • g. The Board of Directors of the Holding Company has recommended equity dividend of 0.12 per share (March 31, 2020: 0.30 per share) for the year ended March 31, 2021. (Refer note 42)

Note 16 BORROWINGS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current portion:
Secured
Rupee Term loans
From Banks (Refer note 16.1) 7,508.47 -
Plant loans
From Banks (Refer note 16.2) 1,187.54 1,664.23
Total non-current borrowings 8,696.01 1,664.23
Current maturities of long-term debts
Secured
Rupee Term loans
From Banks (Refer note 16.1) 919.85 -
919.85 -
Plant loans
From Banks (Refer note 16.2) 966.29 1,137.87
From Others (Refer note 16.3) - 172.80
966.29 1,310.67
Total current maturities of long-term debts 1,886.14 1,310.67
Total borrowings 10,582.15 2,974.90

Terms of repayment and details of security

Note 16.1 - Rupee Term loan from banks

During the year, the Holding Company obtained loan aggregating ` 3,500 Lakh for reimbursement of capital expenses. This loan carries an interest rate linked to 1 year SBM MCLR currently at 9.55% p.a. and are repayable in 14 quarterly installments beginning from September 2021. This loan is secured with exclusive charge on an immovable property of the Holding Company.

During the year the Holding Company obtained loans aggregating ` 4,928.32 Lakh under Emergency Credit Line Guarantee Scheme 2.0 ('ECLGS') for general corporate/long term working capital purposes. These loans carry interest rates ranging from 7.50% p.a. to 9.25% p.a. for a period of 60 months including moratorium period of 12 months and thereafter repayable in 48 equal monthly installments beginning from February 2022. These loans are secured by second pari passu charge on the current assets and movable plant and machinery of the Holding Company, other than those charged in favour of Plant loans. The entire facility under ECLGS is also covered by way of 100% guarantee cover available from National Credit Guarantee Trustee Company Limited (NCGTC).

Note 16.2 - Plant loan from banks

Loans obtained for purchase of construction equipment carry an interest rates ranging from 7.65% p.a. to 9.50% p.a. (March 31, 2020 : 8.25% p.a to 9.50%p.a) and balance outstanding as on March 31, 2021 (` 2,153.83 Lakh) are repayable in 1 to 60 monthly installments. These loans are secured by first and exclusive charge on specific equipment financed by the banks.

Note 16.3 - Plant loans from others

Loans obtained for purchase of construction equipment have been fully repaid in the current year. These loans were secured by first and exclusive charge on specific equipment financed by the financial institution. These loans carried interest rates ranging from 11.00% p.a. to 12.50% p.a.

Note 16.4 - Net debt reconciliation

An analysis of net debts and the movement in net debts for each of the reporting period as follows:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current borrowings (includes accrued interest) 10,610.23 2,983.71
Current borrowings (includes accrued interest) 27,452.19 44,656.43
Cash and cash equivalents (12,733.08) (23,690.04)
Net debts 25,329.34 23,950.10
Other assets Liabilities from financing activities Total
Cash and Cash
equivalents
Non-current
borrowings
Current borrowings
Net debt as at April 1, 2019 (8,953.46) 2,800.06 50,457.34 44,303.94
Cash flows (net) (14,736.58) 186.39 (6,028.57) (20,578.76)
Interest expense - 222.69 5,973.87 6,196.56
Interest paid - (225.43) (5,746.21) (5,971.64)
Net debt as at March 31, 2020 (23,690.04) 2,983.71 44,656.43 23,950.10
Cash flows (net) 10,956.96 7,607.24 (16,991.19) 1,573.01
Interest expense - 327.33 5,105.56 5,432.89
Interest paid - (308.05) (5,318.61) (5,626.66)
Net debt as at March 31, 2021 (12,733.08) 10,610.23 27,452.19 25,329.34

Note 17 LEASE LIABILITIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Lease liabilities 2,924.60 4,467.21
Current
Lease liabilities 1,921.37 2,024.90
Total lease liabilities 4,845.97 6,492.11

Note: Refer note 40 for the disclosures related to Ind AS 116 - Leases.

Note 18 PROVISIONS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Non-current
Provision for employee benefits (Refer note 35)
- Gratuity 2,050.06 2,184.39
- Leave entitlement and compensated absences 1,963.65 1,875.94
Total non-current provisions 4,013.71 4,060.33
Current
Provision for employee benefits (Refer note 35)
- Gratuity 826.88 825.46
- Leave entitlement and compensated absences 222.56 201.30
Total current provisions 1,049.44 1,026.76
Total provisions 5,063.15 5,087.09

Note 19 CURRENT BORROWINGS

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Secured
Loan repayable on demand from banks
- Cash credit facilities (Refer note 19.1) 2,528.36 23,087.03
- Working capital demand loans (Refer note 19.2) 24,892.83 21,325.35
Total current borrowings 27,421.19 44,412.38

Note 19.1 Cash credit facilities (secured) :

Cash credit facilities availed from consortium bankers carry effective interest rates ranging from 8.65% p.a. to 11.80% p.a. (March 31, 2020 : 10.10 % p.a. to 13.25% p.a.) and are secured by first pari passu charge on the current assets and movable plant and machinery (other than those charged in favour of Plant loans). These facilities are repayable on demand.

Note 19.2 Working capital demand loans (secured) :

Working capital demand loans carry effective interest rates ranging from 8.20% p.a. to 12.15% p.a. (March 31, 2020 : 8.75 % p.a. to 12.15% p.a.) and are secured by first pari passu charge on the current assets and movable plant and machinery (other than those charged in favour of Plant loans). These facilities are repayable on demand.

Note 20 TRADE PAYABLES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
-
Total outstanding dues of micro enterprises and small enterprises
(Refer note 20.1)
1,490.03 249.15
-
Total outstanding dues of creditors other than micro enterprises and small
enterprises
74,113.86 65,492.52
Total trade payables 75,603.89 65,741.67

Note 20.1 Dues to Micro and Small Enterprise

The dues to Micro and Small Enterprises as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent information available with the Group is given below:

(` in Lakh)
a) The principal amount and the interest due thereon remaining unpaid to
supplier as at the end of year:
- Principal amount due to micro and small enterprises 1,490.03 249.15
- Interest due 4.51 17.16
b) The amount of interest paid by the buyer in terms of section 16 of the
MSMED Act, 2006 along with the amounts of the payment made to the
supplier beyond the appointed day during each accounting period.
- -
c) The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the
period) but without adding the interest specified under the MSMED Act,
2006.
46.61 29.45
d) The amount of interest accrued and remaining unpaid at the end of each
accounting period.
51.12 46.61
e) The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act, 2006.
51.12 46.61

Note 20.2 Trade payables are normally non-interest bearing and settled as per the payment terms stated in the contract.

Note 21 OTHER FINANCIAL LIABILITIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Current
Interest accrued but not due 1,118.66 848.67
Interest accrued and due (Refer note 20.1) 51.12 46.61
Current maturities of long-term debts 1,886.14 1,310.67
Amount due to related parties [Refer note 37(c)] 1,695.92 2,095.56
Liability for capital goods 2,061.46 1,911.52
Employee related dues 3,847.35 4,009.72
Foreign currency forward contract 2.00 -
Unpaid dividends ^ 9.13 8.74
Others 106.91 243.72
Total other current financial liabilities 10,778.69 10,475.21

^ Not due for credit to Investor Education and Protection Fund

Note 22 OTHER CURRENT LIABILITIES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Advances from contractees 56,277.33 49,925.21
Due to customer (Refer note 22.1 below) 21,645.14 21,091.86
Statutory dues payable 1,107.20 1,654.38
Others 186.59 75.54
Total other current liabilities 79,216.26 72,746.99

Note 22.1 The Group has adequately recognised expected losses on projects wherever it was probable that the total contract costs will exceed total contract revenue.

Note 23 REVENUE FROM OPERATIONS

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Contract revenue 271,831.46 284,851.38
Other operating revenues
Plant hire Income 93.44 128.14
Provision no longer required written back 848.21 1,091.86
Total revenue from operations 272,773.11 286,071.38

Note: Refer note 37(b) for transaction with Related Parties and note 39 for disclosures as per Ind AS 115 - Revenue from Contracts with Customers.

Note 24 OTHER INCOME

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Interest income
- on bank deposits 408.01 185.14
- on financial assets carried at amortised cost 82.98 76.05
- on income tax refund 237.71 89.32
- on sales tax refund 105.43 17.38
- others 12.85 18.35
846.98 386.24
Other non-operating income
- Insurance claim 8.01 -
- Profit on disposal of property, plant and equipment (net) 345.69 -
- Miscellaneous income 42.58 70.88
Total other income 1,243.26 457.12

Note 25 COST OF CONSTRUCTION MATERIALS CONSUMED

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Stock at beginning of the year 26,736.05 22,924.87
Add: Purchases 90,698.93 111,139.90
Less: sale of scrap and unserviceable material (1,063.09) (768.17)
1,16,371.89 1,33,296.60
Less: Stock at the end of the year (31,045.02) (26,736.05)
Total cost of construction materials consumed 85,326.87 1,06,560.55

Note 26 EMPLOYEE BENEFITS EXPENSE

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Salaries and wages 31,098.27 31,334.99
Contribution to provident and other funds (Refer note 35) 2,630.14 2,510.13
Gratuity (Refer note 35) 695.19 639.83
Staff welfare 85.15 143.20
Total employee benefits expense 34,508.75 34,628.15

Note 27 FINANCE COSTS

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Interest expense on:
- on banks and financial institutions 5,432.89 6,196.56
- on advances from contractees 2,987.48 1,718.37
- on others 582.61 696.41
9,002.98 8,611.34
Interest on lease liabilities (Refer note 40) 702.95 871.75
Other borrowing costs
- Bank charges and guarantee commission 4,113.59 3,566.52
Total finance costs 13,819.52 13,049.61

Note 28 OTHER EXPENSES

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Plant hire expenses (Refer note 40) 15,041.40 11,929.42
Power and fuel 7,743.20 7,964.69
Rates and taxes 3,887.17 3,205.46
Travelling expenses 704.00 847.02
Site transport and conveyance 3,925.75 3,877.72
Repairs and maintenance:
- Plant and machinery 940.17 668.95
- Others 234.33 301.84
Insurance 3,057.47 1,413.81
Professional fees 2,773.77 2,417.91
Rent (Refer note 40) 3,479.99 2,960.39
Consumption of spares 1,708.59 1,798.27
Security charges 1,540.06 1,482.94
Temporary site installations 419.12 466.99
Postage, telephone and telegram 124.47 161.28
Auditor remuneration (Refer note 28.1) 125.86 113.85
Impairment allowance on financial assets (net) (Refer note 38) 1,252.03 1,413.45
Water charges 653.96 638.69
Printing and stationery 128.82 181.93
Infotech expenses 944.01 773.72
Royalty expense [Refer note 37(b)] 1,076.54 1,043.66
Exchange loss (net) 59.20 92.41
Directors' sitting fees [Refer note 37(b)] 37.40 44.75
CSR expenses (Refer note 28.2) 215.18 208.29
Loss on disposal of property, plant and equipment (net) - 159.52
Miscellaneous expenses 2,362.17 2,460.31
Total other expenses 52,434.66 46,627.27

202 203 ANNUAL REPORT 2020-21 ITD CEMENTATION INDIA LIMITED

Note 28.1 Auditor Remuneration

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
- Audit fees (including tax audit) 91.00 87.52
- Limited review 20.00 12.00
- Certification fees 13.78 10.87
- Reimbursement of out of pocket expenses 1.08 3.46
125.86 113.85

Note 28.2 CSR expenditure

As per the Section 135 of the Companies Act, 2013 every year the Group is required to spend at least 2% of its average net profit made during the immediately three preceding financial years on the Corporate Social Responsibility (CSR) activities. Following is the information regarding projects undertaken and expenses incurred on CSR activities.

  • a. Gross amount required to be spent by the Group during the year ended March 31, 2021: 190.18 Lakh ( March 31, 2020 : 230.31 Lakh)
  • b. Amount spent during the year on CSR activities: 215.18 Lakh (31 March 2020: 208.29 Lakh ) the details of which is as given below:
(` in Lakh)
Year ended March 31, 2021
Year ended March 31, 2020
In cash Yet to be
paid in cash
Total In cash Yet to be
paid in cash
Total
Construction/acquisition of any asset 45.18 - 45.18 56.78 7.50 64.28
On purposes other than above 170.00 - 170.00 123.76 20.25 144.01
Total CSR expenditure 215.18 - 215.18 180.54 27.75 208.29

Note 29 EXCEPTIONAL ITEM

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
Current trade receivables and other current assets written off - 4,093.36
- 4,093.36

Represents amounts written off towards current trade receivables and unbilled work-in-progress (other current assets) aggregating ` 4,093.36 Lakh receivable from a customer, considered as non- recoverable.

Note 30 EARNINGS PER SHARE (EPS)

Basic and diluted EPS

Year ended
March 31, 2021
Year ended
March 31, 2020
Profit computation for basic earnings per share of ` 1 each
Net profit as per the Statement of Profit and Loss available for
equity shareholders
(` Lakh) 1,575.62 4,316.21
Weighted average number of equity shares for EPS computation (Nos.) 171,787,584 171,787,584
EPS - Basic and Diluted EPS (`) 0.92 2.51

Note 31 CONTINGENT LIABILITIES AND COMMITMENTS

A. Contingent liabilities

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
(i) Guarantees given by banks in respect of contracting commitments in the
normal course of business
- for the Group 27,147.93 30,013.98
- for unincorporated entities 24,854.16 25,788.66
(ii) Corporate Guarantee given to bank on behalf of unincorporated entities
(Joint venture)
14,009.50 24,403.30
(iii) Claims against the Group not acknowledged as debts (Refer notes below) 18,315.47 19,924.35
(iv) Sales Tax matters pending in appeals 6,443.80 5,944.29
(v) Income Tax matters pending in appeal 1,019.93 1,181.22
(vi) Excise duty and service tax matters pending in appeals 4,539.28 4,307.97
(vii) Property tax 2,452.00 1,444.37

(viii) Provident Fund

Based on the judgement by the Honorable Supreme Court dated February 28, 2019, past provident fund liability, is not determinable at present, in view of uncertainty on the applicability of the judgement to the Group with respect to timing and the components of its compensation structure. In absence of further clarification, the Group has been advised to await further developments in this matter to reasonably assess the implications on its financial statements, if any.

Notes:

    1. The Group has a number of claims on customers for price escalation and / or variation in contract work. In certain cases which are currently under arbitration, the customers have raised counter-claims. The Group has received legal advice that none of the counter-claims are legally tenable. Accordingly no provision is considered necessary in respect of these counter claims.
    1. It is not practicable for the Group to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. The Group does not expect any reimbursements in respect of the above contingent liabilities other than stated therein above. Future cash outflows in respect of the above are determinable only on receipt of judgments/ decisions pending with various forums/ authorities. The Group does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

B. Commitments

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Capital Commitments (net of advances) 4,691.11 3,055.27

Note 32 SEGMENT REPORTING

The Holding Company's managing director who is identified as the Chief Operating Decision Maker of the Group, examines the performance of the business and allocates funds on the basis of a single reportable segment i.e. 'Construction'. Further, the Group has operations mainly in India and has no other reportable segment.

Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the period, is as reflected in the Consolidated Financial Statements as on and for the financial year ended March 31, 2021.

Note 33

During the current year, a scrap dealer in one of the projects of the Holding Company has allegedly defrauded the Holding Company by manipulating the quantity of scrap purchased, resulting in a loss estimated at ` 48 Lakh. Basis internal investigation, there is no evidence to establish involvement of any of Holding Company's personnel in this matter and the management believes that the matter is not expected to have any material financial impact on these financial statements. The Holding Company has also taken necessary actions including lodging of First Information Report with the local police against the scrap dealer. Investigation in respect of this matter is presently in progress.

Note 34 INTERESTS IN OTHER ENTITIES

Note 34.1 Subsidiaries

Name of the entity Country of
incorporation
Ownership interest held
by the group (%)
Ownership interest
held by non controlling
interests (%)
Principal
activities
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
ITD Cementation Projects India
Limited
India 100.00^ 100.00^ -^ -^ Construction
ITD Cemindia JV NA 80.00^ 80.00^ 20.00 ^ 20.00^ Construction
ITD Cem-Maytas Consortium NA 95.00^ 95.00^ 5.00 ^ 5.00^ Construction

^ Pursuant to the Joint Venture Project Implementation Management Agreement entered between ITD Cementation India Limited and Italian-Thai Development Public Company Limited in respect of the five (5) projects being executed by ITD Cemindia JV, ITD Cementation India Limited will effectively have 100% share in the profit/ (loss) of these projects. These projects are accordingly accounted for in the consolidated financial statements.

However, ITD Cementation India Limited and Italian-Thai Development Public Company Limited will continue to share profit / (loss) in the other projects of the Joint Venture in the ratio of 80% and 20% respectively.

Note 34.2 Non-controlling interests (NCI)

The following table summarises the information relating to each of the subsidiaries that has NCI. The amounts disclosed for each subsidiary are before intra-group eliminations.

(` in Lakh)
Particulars ITD Cemindia JV ITD Cem-Maytas Consortium
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Balance Sheet
Non-current assets 7,866.74 11,997.93 - -
Current assets 42,896.97 51,037.65 3,453.38 3,131.45
Non-current liabilities - 239.32 - -
Current liabilities 55,847.73 65,009.06 2,094.84 2,167.09
Net assets / (liabilities) (5,084.02) (2,212.80) 1,358.54 964.36
Net assets attributable to NCI 228.40 228.50 67.93 48.22
Total income 49,764.35 70,179.21 7,144.91 6,374.39
Profit / (loss) for the year (2,871.22) (786.79) 394.17 458.79
Other comprehensive income - - - -
Total comprehensive income (2,871.22) (786.79) 394.17 458.79
Profit/(loss) allocated to NCI (0.10) 36.81 19.71 22.94

(` in Lakh)
Particulars ITD Cemindia JV ITD Cem-Maytas Consortium
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Other comprehensive income allocated
to NCI
- - - -
Total comprehensive income/ (loss)
allocated to NCI
(0.10) 36.81 19.71 22.94
Cash flow from operating activities 13,061.56 13,116.60 1,152.89 522.30
Cash flow from investing activities 693.93 38.56 - -
Cash flow from financing activities (14,870.62) (10,980.42) (246.00) (479.85)
Net increase in cash and cash
equivalents
(1,115.13) 2,174.74 906.89 42.45

Note 34.3 Unincorporated entities - Joint Venture

Name of the entity Ownership interest held
by the group (%)
Carrying amount as at * Principal
activities
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
ITD - ITD Cem JV 49.00 49.00 57.49 57.49 Construction
ITD - ITDCem JV (Consortium of ITD - ITD
Cementation)
40.00 40.00 - - Construction
CEC-ITD Cem-TPL JV ^ 60.00 60.00 - - Construction
ITD Cem - BBJ JV ^ 51.00 - - - Construction
57.49 57.49

* Unlisted entity - no quoted price available

^ Though the Group's effective interest in the joint venture exceeds 50%, the entity has been classified as a joint venture. The management has assessed whether or not the Group has control over the entity based on whether the Group has practical ability to direct relevant activities unilaterally. In this case, based on specific joint venture agreement, the management concluded that the Group does not have practical ability to direct the relevant activities unilaterally but has such ability along with the other co-venturer.

Note 34.4 Table below provide summarised financial information for Unincorporated entities (Joint ventures)

(` in Lakh)
Particulars ITD - ITD Cem JV ITD Cementation) ITD - ITDCem JV
(Consortium of ITD -
CEC-ITD Cem-TPL JV ITD Cem - BBJ JV
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
31 March
2021*
March
31, 2020
Non-current assets 11,671.13 13,239.01 1,195.74 1,194.34 6,342.95 11,454.95 96.36 -
Current assets
- Cash and cash equivalents 7,994.75 3,284.87 114.68 201.81 83.78 9,680.95 522.35 -
- Other assets 29,144.03 37,549.15 40.81 120.44 23,207.48 24,807.88 712.63 -
Current assets 37,138.78 40,834.02 155.49 322.25 23,291.26 34,488.83 1,234.98 0.00 *
Non-current liabilities
- Financial liabilities (excluding trade
payables)
- - - - 54.98 55.98 - -

(` in Lakh)
Particulars ITD - ITD Cem JV ITD - ITDCem JV
CEC-ITD Cem-TPL JV
(Consortium of ITD -
ITD Cementation)
ITD Cem - BBJ JV
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
March 31,
2021
March 31,
2020
31 March
2021*
March
31, 2020
- Other liabilities - - - - 20.88 19.14 - -
Non-current liabilities - - - - 75.86 75.12 - -
Current liabilities
- Financial liabilities (excluding trade
payables)
1,422.39 1,914.45 - 77.85 478.51 551.78 - -
- Other liabilities 25,003.35 23,376.50 87.39 60.62 28,525.42 43,607.30 1,331.24 -
Current liabilities 26,425.74 25,290.95 87.39 138.47 29,003.93 44,159.08 1,331.24 0.00 *
Net assets 22,384.17 28,782.08 1,263.84 1,378.12 554.42 1,709.58 0.10 0.00 *
Revenue 15,949.42 18,053.76 - - 46,474.31 46,951.76 997.32 -
Other income 1,844.53 2,416.74 - 6.66 793.47 1,180.20 - -
Cost of construction materials consumed 4,118.91 6,516.91 - - 7,227.13 10,622.55 - -
Subcontracting expenses 2,286.09 3,579.20 - 0.95 9,177.78 9,249.72 997.32 -
Employee benefits expense 3,768.99 4,269.98 - 31.45 4,611.02 5,572.74 - -
Finance cost 445.95 441.97 - - 576.22 635.77 0.00 ^ -
Depreciation expense 315.94 1,437.23 - - 3,607.72 3,912.87 - -
Other expense 3,848.14 3,538.67 114.29 70.07 11,321.27 10,804.20 - -
Profit / (loss) before exceptional items
and tax
3,009.93 686.54 (114.29) (95.81) 10,746.64 7,334.11 0.00 ^ 0.00 *
Exceptional items (1,273.73) - - - - - - -
Profit/ (loss) for the year before tax 1,736.20 686.54 (114.29) (95.81) 10,746.64 7,334.11 0.00 ^ 0.00 *
Income tax expenses 311.78 266.98 - - 6,332.69 2,974.01 - -
Profit/ (loss) for the year 1,424.42 419.56 (114.29) (95.81) 4,413.95 4,360.10 0.00 ^ 0.00 *
Other comprehensive income - - - - 5.30 1.28 - -
Total comprehensive income / (loss) 1,424.42 419.56 (114.29) (95.81) 4,419.25 4,361.38 0.00 ^ 0.00 *
Group share of profit/ (loss) 697.96 205.58 (45.71) (38.32) 2,648.37 2,616.06 0.00 ^ 0.00 *
Group share of OCI - - - - 3.18 0.77 - -
Group share of total comprehensive
income
697.96 205.58 (45.71) (38.32) 2,651.55 2,616.83 0.00 ^ 0.00 *

* w.e.f. 28 September 2020

^ represents amounts less than ` 1,000

as at and for the year ended March 31, 2021 (Contd.)
Note 34.5 Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements for the year ended 31 March 2021
Name of the entity Country of
incorporation
% of voting
power as at
March 31, 2021
Net assets / (liablities) i.e
total assets minus total
liabilities
Share in profit / (loss) Share in other
comprehensive
income
comprehensive
income / (loss)
Share in total
As % of
net assets /
consolidated
(liabilities)
Amount
(Lakh) | As % of<br>consolidated<br>profit / (loss) | Amount<br>( Lakh)
consolidated
As % of
other
comprehensive
income
Amount
(Lakh) | consolidated<br>As % of<br>total<br>comprehensive<br>income | Amount<br>( Lakh)
ITD Cementation India Limited India - 103.62% 106,570.93 174.83% 1,575.93 100.00% 249.54 280.04% 1,825.47
Subsidiaries (held directly)
Indian
ITD Cementation Projects India Limited India 100.00% 0.00% 3.44 -0.03% (0.29) 0.00% - -0.04% (0.29)
ITD Cem-Maytas Consortium India 95.00% 1.32% 1,358.54 43.73% 394.17 0.00% - 60.47% 394.17
ITD Cemindia JV India 80.00% -4.94% (5,084.02) -318.53% (2,871.22) 0.00% - -440.46% (2,871.22)
Total 100.00% 102,848.89 -100.00% (901.41) 100.00% 249.54 -100.00% (651.87)
a) Adjustments arising out of consolidation 3,720.48 2,477.03 - 2,477.03
b) Non-controlling interest in subsidiaries 296.33 19.61 - 19.61
Total 106,865.70 1,595.23 249.54 1,844.77
Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements for the year ended 31 March 2020
Name of the entity Country of
incorporation
% of voting
power as at
March 31, 2020
Net assets / (liablities) i.e
total assets minus total
liabilities
Share in profit / (loss) Share in other
comprehensive
income
comprehensive
income / (loss)
Share in total
As % of
net assets /
consolidated
(liabilities)
Amount
(Lakh) | As % of<br>consolidated<br>profit / (loss) | Amount<br>( Lakh)
consolidated
As % of
other
comprehensive
income
Amount
(Lakh) | consolidated<br>As % of<br>total<br>comprehensive<br>income | Amount<br>( Lakh)
ITD Cementation India Limited India - 101.20% 105,260.82 108.23% 4,316.60 100.00% (315.49) 108.94% 4,001.11
Subsidiaries (held directly)
Indian
ITD Cementation Projects India Limited India 100.00% 0.00% 3.73 -0.01% (0.40) 0.00% - -0.01% (0.40)
ITD Cem-Maytas Consortium India 95.00% 0.93% 964.36 11.50% 458.79 0.00% - 12.49% 458.79
ITD Cemindia JV India 80.00% -2.13% (2,212.80) -19.73% (786.79) 0.00% - -21.42% (786.79)
Total 100.00% 104,016.11 100.00% 3,988.20 100.00% (315.49) 100.00% 3,672.71
a) Adjustments arising out of consolidation 1,243.46 328.01 - 328.01
b) Non-controlling interest in subsidiaries 276.72 59.75 - 59.75
Total 105,536.29 4,375.96 (315.49) 4,060.47

208 209 ANNUAL REPORT 2020-21 ITD CEMENTATION INDIA LIMITED

SUMMARY OF SIGNIFICANT accounting policies and other explanatory information to the consolidated financial statements

Note 35 DISCLOSURE RELATING TO EMPLOYEE BENEFITS AS PER IND AS 19 'EMPLOYEE BENEFITS'

A. Defined benefit obligations - Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972 under which an employee who has completed five years of service is entitled to specific benefits. The level of benefits provided depends on the member's length of service and salary at retirement age.

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
a) Changes in defined benefit obligations
Present value of obligation as at the beginning of the year 5,506.30 4,789.36
Interest cost (net) 376.08 371.65
Current service cost 461.40 384.07
Past service cost - -
Remeasurements - Net actuarial (gains)/ losses (16.89) 401.86
Benefits paid from the fund (492.71) (440.64)
Present value of obligation as at the end of the year 5,834.18 5,506.30
b) Changes in fair value of plan assets
Plan assets at the beginning of the year 2,496.45 2,187.12
Interest income 170.50 169.71
Contribution by employer 600.00 600.00
Benefits paid from the fund (492.71) (440.64)
Return on plan assets (excluding interest income) 183.00 (19.74)
Fair value of plan assets at the end of the year 2,957.24 2,496.45
c) Expenses recognised in the Statement of Profit and Loss^
Interest cost (net) 205.58 201.94
Current service cost 461.40 384.07
Past service cost - -
Total 666.98 586.01
d) Remeasurement (gains)/losses recognised in Other Comprehensive
Income
Actuarial (gains)/ losses on obligation for the period (16.89) 401.86
(Return)/Loss on plan assets (183.00) 19.74
Total (199.89) 421.60
e) Actuarial assumptions
Expected rate on plan assets 6.85% p.a. 6.83% p.a.
Discount rate 6.85% p.a. 6.83% p.a.
Salary escalation rate (over a long-term) 5.50% p.a. 5.50% p.a.
Mortality rate Indian assured lives
mortality (2006-08)
Indian assured lives
mortality (2006-08)
Attrition rate :
- For ages 44 years and below 5.00% p.a. 5.00% p.a.
- For ages 45 years and above 2.50% p.a. 2.50% p.a.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

^ Gratuity expense for the current year includes expenses aggregating 28.21 Lakh (31 March 2020: 53.82 Lakh) which have not been valued by an actuary.

f) Quantities sensitivity analysis for significant assumption is as below:

Sensitivity for significant actuarial assumptions is computed by varying one actuarial assumption used for the valuation of the defined benefit obligation, keeping all other actuarial assumptions constant. The significant actuarial assumptions are discount rate and salary escalation rate.

The methods and type of assumption used in preparing the sensitivity analysis did not change compared to previous year.

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
1% increase
i. Discount rate (387.64) (374.40)
ii. Salary escalation rate 451.57 436.24
1% decrease
i. Discount rate 449.98 434.79
ii. Salary escalation rate (395.73) (382.14)

The sensitivity analysis presented above may not be representative of the actual charge in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as the assumptions may be correlated.

g) Maturity analysis of defined benefit obligation

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Within the next 12 months 748.67 633.11
Between 2 and 5 years 840.48 809.99
6 to 10 years 816.00 786.42
Total expected payments 2,405.15 2,229.52

B. Defined benefit obligations - Provident Fund

In accordance with The Employees' Provident Fund and Miscellaneous Provision Act, 1952, all eligible employees of the Group are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to "ITD Cementation India Limited Workmen Provident Fund", a Trust set up by the Holding Company to manage the investments and distribute the amounts to employees at the time of separation from the Company or retirement, whichever is earlier. This plan is a defined obligation plan as the Group is obligated to provide its members a rate of return which should, at a minimum, meet the interest rate declared by Government administered provident fund. A part of the Group's contribution is transferred to Government administered pension fund. The contributions made by the Group and the shortfall of interest, if any, are recognised as an expense in the Statement of Profit and Loss under "Employee benefits expense".

In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund.

The details of fund and plan assets are given below:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Fair value of plan assets 32,571.55 27,297.42
Present value of defined benefit obligations 31,262.77 26,729.38
Net excess / (shortfall) 1,308.78 568.04

The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows:

As at
March 31, 2021
As at
March 31, 2020
Discount rate 6.85% p.a. 6.83% p.a.
Average remaining tenure of investment portfolio 6.65 years 6.22 years
Guaranteed rate of return 8.50% p.a. 8.50% p.a.

During the year ended March 31, 2021, the Group has contributed 1,690.18 Lakh (March 31, 2020: 1,716.12 Lakh)

C Defined contribution plans

(` in Lakh)
Year ended
March 31, 2021
Year ended
March 31, 2020
a) The Group has recognised the following amounts in the Statement of Profit and Loss:
Contribution to superannuation fund 939.96 794.01

b)The expenses for leave entitlement and compensated absences is recognized in the same manner as gratuity and provision of 239.52 Lakh (March 31, 2020: 410.23 Lakh) has been made during the year ended March 31, 2021.

D Current/ non-current classification

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Gratuity
Current 826.88 825.46
Non-current 2,050.06 2,184.39
2,876.94 3,009.85
Leave entitlement and compensated absences
Current 222.56 201.30
Non-current 1,963.65 1,875.94
2,186.21 2,077.24

Note 36 FINANCIAL INSTRUMENTS

The fair value of the financial assets are included at amounts at which the instruments could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value:

  • (a) Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, approximate their carrying amounts largely due to the short-term maturities of these instruments
  • (b) Financial instruments with fixed and variable interest rates are evaluated by the Group based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.

A. Financial instruments by category

The carrying value and fair value of financial instruments by categories as at March 31, 2021 were as follows:

(` in Lakh)
Particulars Refer note Amortised
cost
Fair value
through
profit or
loss
Fair value
through
Other Com
prehensive
Income
Derivative
Instruments
in hedging
relationship
Total
carrying
value
Assets:
Loans 6 3,220.70 - - - 3,220.70
Other financial assets 7 2,998.46 - - - 2,998.46
Trade receivables 12 53,085.94 - - - 53,085.94
Cash and cash equivalents 13 12,733.08 - - - 12,733.08
Bank balances other than cash and cash equivalents 14 7,967.62 - - - 7,967.62
Liabilities:
Borrowings 16,19,21 38,003.34 - - - 38,003.34
Lease Liabilities 17 4,845.97 - - - 4,845.97
Trade payables 20 75,603.89 - - - 75,603.89
Other financial liabilities 21 8,890.55 - - 2.00 8,892.55

The carrying value and fair value of financial instruments by categories as at March 31, 2020 were as follows:

(` in Lakh)
Particulars Refer note Amortised
cost
Fair value
through
profit or
loss
Fair value
through
Other Com
prehensive
Income
Derivative
Instruments
in hedging
relationship
Total
carrying
value
Assets:
Loans 6 3,416.20 - - - 3,416.20
Other financial assets 7 2,370.10 - - 10.83 2,380.93
Trade receivables 12 58,512.02 - - - 58,512.02
Cash and cash equivalents 13 23,690.04 - - - 23,690.04
Bank balances other than cash and cash equivalents 14 4,453.55 - - - 4,453.55
Liabilities:
Borrowings 16,19,21 47,387.28 - - - 47,387.28
Lease Liabilities 17 6,492.11 - - - 6,492.11
Trade payables 20 65,741.67 - - - 65,741.67
Other financial liabilities 21 9,164.54 - - - 9,164.54

B. Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis at each reporting period:

(` in Lakh)
Particulars March 31, 2021 March 31, 2020
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Foreign currency forward contract (liability)/asset - (2.00) - - 10.83 -

Note 37 DISCLOSURE IN ACCORDANCE WITH Ind AS 24 RELATED PARTY TRANSACTIONS

A) Names of related parties and description of relationship
a) Enterprise where control exists
i) Ultimate Parent Company
Italian-Thai Development Public Company Limited
b) Other related parties with whom the Group had transactions
i) Unincorporated entities - Joint Venture
ITD - ITD Cem JV
ITD - ITDCem JV (Consortium of ITD - ITD Cementation)
CEC-ITD Cem-TPL JV
ITD Cem - BBJ JV (w.e.f. September 28, 2020)
ii) Key managerial personnel (KMP)
Mr. Piyachai Karnasuta - Chairman (w.e.f. April 1, 2019)
Mr. Santi Jongkongka - Whole time Director (w.e.f. May 2, 2019), Executive Vice Chairman - Designate
(w.e.f.May 22, 2019) and Executive Vice Chairman (w.e.f. September 1, 2019)
Mr. Jayanta Basu - Deputy Managing Director (upto April 22, 2019) and Managing Director (w.e.f. April 23,
2019)
Mr. Adun Saraban - Managing Director (upto 22 April 2019) and Executive Vice Chairman (w.e.f. 23 April 2019
and upto 31 August 2019)
Mr. Sunil Shah Singh - Independent Director
Mr. D.P. Roy - Independent Director
Mr. Pankaj I.C. Jain - Independent Director
Ms. Ramola Mahajani - Independent Director
Mr. Prasad Patwardhan – Chief Financial Officer
Mr. Rahul Neogi - Company Secretary

B) Transactions with related parties (excluding reimbursements):

(` in Lakh)
Nature of Transactions Year ended
March 31, 2021
Year ended
March 31, 2020
Contract Revenue
CEC-ITDCEM-TPL JV Unincorporated entity (joint venture) 4,804.03 2,068.89
ITD Cem - BBJ JV Unincorporated entity (joint venture) 1,435.36 -
6,239.39 2,068.89
Royalty expense
Italian-Thai Development Public
Company Limited
Ultimate Holding Company 1,076.54 1,043.66
Other operating revenue-plant hire income
ITD-ITDCem JV Unincorporated entity (joint venture) 99.62 99.37
Share of profit/(loss) from
unincorporated entities
CEC-ITDCEM-TPL JV Unincorporated entity (joint venture) 2,651.55 2,616.83

(` in Lakh)
Nature of Transactions Year ended
March 31, 2021
Year ended
March 31, 2020
ITD-ITDCem JV Unincorporated entity (joint venture) 697.96 205.58
ITD-ITDCem JV (Consortium of ITD-ITD
Cementation)
Unincorporated entity (joint venture) (45.71) (38.32)
ITD Cem - BBJ JV Unincorporated entity (joint venture) 0.00* -
3,303.80 2,784.09
* represents amounts less than ` 1,000
Purchases of property, plant and equipment
ITD-ITDCem JV Unincorporated entity (joint venture) 348.76 1,633.97
CEC-ITDCEM-TPL JV Unincorporated entity (joint venture) 77.49 940.79
426.25 2,574.76
Purchases of Construction materials and spares
ITD-ITDCem JV Unincorporated entity (joint venture) 783.04 166.29
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 415.76 -
1,198.80 166.29
Remuneration paid/payable^
Mr. Santi Jongkongka Key managerial Personnel 217.49 155.01
Mr. Jayanta Basu Key managerial Personnel 172.58 151.41
Mr. Adun Saraban Key managerial Personnel - 195.90
Mr. Prasad Patwardhan Key managerial Personnel 108.25 113.99
Mr. Rahul Neogi Key managerial Personnel 64.30 66.28
562.62 682.59
^ Does not include provisional gratuity liability valued by an actuary, as separate figures are not available.
Director sitting fees
Mr. Piyachai Karnasuta Key managerial Personnel 8.60 10.65
Mr. D. P. Roy Key managerial Personnel 7.70 8.50
Ms. Ramola Mahajani Key managerial Personnel 6.50 8.90
Mr. Sunil Shah Singh Key managerial Personnel 8.00 10.30
Mr. Pankaj I.C. Jain Key managerial Personnel 6.60 6.40
37.40 44.75

Note : All the transactions have been undertaken at arm's length price

C) Outstanding balances:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Balances - payable
Italian-Thai Development Public
Company Limited
Ultimate Parent Company 351.93 240.94
CEC-ITDCEM-TPL JV Unincorporated entity (joint venture) 726.29 -
ITD-ITDCem JV Unincorporated entity (joint venture) 617.70 1,854.62
1,695.92 2,095.56
Deemed Investment
ITD-ITDCem JV # ^ Unincorporated entity (joint venture) 18,448.23 25,540.67
(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Receivable from unincorporated entities
Italian-Thai Development Public Company Limited Ultimate Parent Company 343.45 412.13
ITD-ITDCem JV (Consortium of ITD-ITD
Cementation)
Unincorporated entity (joint venture) 524.32 570.03
CEC-ITDCEM-TPL JV Unincorporated entity (joint venture) - 1,267.21
ITD Cem - BBJ JV Unincorporated entity (joint venture) 0.05 -
867.82 2,249.37
Trade payable
Italian-Thai Development Public Company Limited Ultimate Parent Company - 629.96
Trade receivable
CEC-ITD Cem-TPL JV Unincorporated entity (joint venture) 354.52 210.44
ITD Cem - BBJ JV Unincorporated entity (joint venture) 686.45 -
1,040.97 210.44
Corporate guarantee issued on behalf of
ITD-ITD Cem JV Unincorporated entity (joint venture) 7,742.50 7,742.50
CEC -ITD Cem-TPL JV Unincorporated entity (joint venture) 6,267.00 16,660.80
14,009.50 24,403.30
Bank guarantee issued on behalf of
CEC-ITDCEM-TPL JV Unincorporated entity (joint venture) 16,980.60 16,980.60
ITD-ITDCem JV Unincorporated entity (joint venture) 5,280.75 8,808.06
ITD Cem - BBJ JV Unincorporated entity (joint venture) 2,592.81 -
24,854.16 25,788.66

Receivables from unincorporated entities represent Group's net investment in the entities, have been reclassified as deemed investment under Ind AS. (Refer note 5.1)

^ Includes 57.49 Lakh (March 31, 2020: 57.49 Lakh) representing fair value of financial guarantee

Note 38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

i. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Major financial instruments affected by market risk includes loans and borrowings.

a. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's total debt obligations with floating interest rates.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Group's profit before tax is affected through the impact on floating rate borrowings, as follows:

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Increase in basis points 50 basis points
Effect on profit before tax, decrease by 46.08 115.44
Decrease in basis points 50 basis points
Effect on profit before tax, increase by 45.88 115.44

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

b. Foreign currency risk

The Group has several balances in foreign currency and consequently the Group is exposed to foreign exchange risk. The exchange rate between the rupee and foreign currencies has changed substantially in recent years, which has affected the results of the Group, and may fluctuate substantially in the future. The Group evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

The following table analyses foreign currency risk as at 31 March 2021:

As at March 31, 2021 As at March 31, 2020
In Euro Lakh In Euro Lakh
Trade payables 0.78 15.13

During the current year to mitigate the Group's exposure to foreign currency risk, non-INR cash flows are monitored and forward exchange contracts are entered into in accordance with the Group's risk management policies. Generally, the Group's risk management procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months).

The following table gives details in respect of outstanding foreign exchange forward contracts:

As at March 31, 2021 As at March 31, 2020
In Euro Lakh Lakh | In Euro Lakh | Lakh
Forward contracts 0.78 68.84 15.13 1,263.90

The foreign exchange forward contracts mature within 12 months. The table below analyses the derivative financial instruments into relevant maturity groupings based on the remaining period as of the balance sheet date:

As at March 31, 2021 As at March 31, 2020
In Euro Lakh In Euro Lakh
Not later than six month 0.78 8.30
Later than six month and not later than twelve months - 6.83

Sensitivity analysis

The Group's exposure in foreign currency is not material and hence the impact of any significant fluctuation in the exchange rates is not expected to have a material impact on the operating profits of the Group.

ii. Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. The maximum exposure of the financial assets are contributed by trade receivables and other financial assets.

a. Trade receivable

Trade receivables are typically unsecured and are derived from revenue earned from two main classes of trade receivables i.e receivables from sale to government corporations and receivables from sales to private third parties. A substantial portion of the Group's trade receivables are from government promoted corporations customers having strong credit worthiness. Further, Group's historical experience of collecting receivables is that credit risk is extremely low. Hence trade receivables are considered to be a single class of financial assets.

Particulars As at March 31, 2021 As at March 31, 2020
Lakh | % | Lakh %
Receivable from government corporations 39,310.74 74.05% 48,696.00 83.22%
Receivable from private parties 13,775.20 25.95% 9,816.02 16.78%
Total trade receivable 53,085.94 100.00% 58,512.02 100.00%

b. Financial assets other than trade receivables

Financial assets other than trade receivables comprise of cash and cash equivalents, other bank balances, loan to employees and other financial assets. The Group monitors the credit exposure on these financial assets on a case-tocase basis. Based on the Group's historical experience, the credit risk on other financial assets is also low.

The following table gives details in respect of contract revenues generated from the top customer and top 5 customers for the year ended:

Particulars As at March 31, 2021 As at March 31, 2020
Lakh | % of Revenue | Lakh % of Revenue
Revenue from top customer 55,238.64 20.32% 66,577.87 23.44%
Revenue from top five customers 147,514.97 54.27% 163,417.55 57.52%

For the year ended 31 March 2021, two (2) customers {31 March 2020: Two (2) customer}, individually, accounted for more than 10% of the revenue.

The movement of the allowance for lifetime expected credit loss is stated below: ^

(` in Lakh)
As at March 31, 2021 As at March 31, 2020
Opening balance 3,989.03 4,166.53
Changes in loss allowances
Additions ^ 1,143.25 5,506.81
Bad debts written off ^ - (5,684.31)
Closing balance 5,132.28 3,989.03

^ Figures for the year ended March 31, 2020 include receivables from a customer aggregating ` 4,093.36 Lakh written off as an exceptional item (Refer note 29)

iii. Liquidity risk

Liquidity is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. The Group's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Group's net liquidity position through rolling forecasts on the basis of expected cash flows.

The table below provides details regarding the contractual maturities of significant financial liabilities:

(` in Lakh)
Particulars On demand Less than 1
year
1 - 5 years More than 5
years
Total
As at March 31, 2021
Borrowings (including current maturities of
long-term debts)
27,421.19 1,886.14 8,696.01 - 38,003.34
Trade payables - 75,603.89 - - 75,603.89
Interest accrued - 1,169.78 - - 1,169.78
Lease liabilities - 2,371.04 3,527.38 139.92 6,038.34
Other financial liabilities - 7,722.77 - - 7,722.77
Total 27,421.19 88,753.62 12,223.39 139.92 128,538.12
As at March 31, 2020
Borrowings (including current maturities of
long-term debts)
44,412.38 1,310.67 1,664.23 - 47,387.28
Trade payables - 65,741.67 - - 65,741.67
Interest accrued - 895.28 - - 895.28
Lease liabilities - 2,672.46 4,624.94 979.44 8,276.84
Other financial liabilities - 8,269.26 - - 8,269.26
Total 44,412.38 78,889.34 6,289.17 979.44 130,570.33

Note 39 DISCLOSURE PURSUANT TO Ind AS 115 REVENUE FROM CONTRACTS WITH CUSTOMERS:

The Group applied Ind AS 115 for the first time by using the modified retrospective method of adoption effective April 1, 2019. The adoption of this new standard did not have any impact on retained earnings as at April 1, 2019 for the revenue contracts that are not completed as at that date, except in case of presentation / disclosure of the balances in relation to construction contracts, which have been explained below. Also refer note 2(xvii)(a) for accounting policy on revenue recognition.

(a) Disaggregation of revenue

The Group's entire business falls under one operational segment of 'Engineering and Construction'. Contract revenue represents revenue from Engineering and Construction contracts wherein the performance obligation is satisfied over a period of time. Further, the management believes that the nature, amount, timing and uncertainty of revenue and cash flows from all its contracts are similar. Accordingly, disclosure of revenue recognised from contracts disaggregated into categories has not been made.

(b) Unsatisfied performance obligations

The aggregate amount of transaction price allocated to performance obligations that are unsatisfied as at the end of reporting period is 1,173,233.47 Lakh (March 31, 2020: 1,066,571.25 Lakh). Most of Group's contracts have a life cycle of 2-3 years. Management expects that around 25% - 30 % of the transaction price allocated to unsatisfied contracts as of March 31, 2021 will be recognised as revenue during next reporting period depending upon the progress on each contracts. The remaining amounts are expected to be recognised over the next 2 years.

The amount disclosed above does not include variable consideration.

(c) Contract balances:

(i) Movement in contract balances during the year:

(` in Lakh)
Particulars Contract Assets (Unbilled
work-in-progress)
Contract Liabilities
(Due to customer)
Net Contract
balances
Balance as at April 1, 2019 60,853.46 11,035.72 49,817.74
Net increase / (decrease) 9,356.74 10,056.14 (699.40)
Balance as at March 31, 2020 70,210.20 21,091.86 49,118.34
Net increase 16,212.44 553.28 15,659.16
Closing balance as at March 31, 2021 86,422.64 21,645.14 64,777.50

Note: Increase in contract assets is primarily due to higher revenue recognition as compared to progress billing during the year, whereas increase in contract liabilities is due to higher progress billing as compared to revenue recognition during the year.

  • (ii) Revenue recognised during the year from opening balance of contract liability (i.e. due to customer) amounts to 4,893.71 Lakh (March 31, 2020: 4,938.48 Lakh).
  • (iii) Revenue recognised during the year from the performance obligation satisfied upto previous year amounts to Nil (March 31, 2020: 3,196.62 Lakh).
  • (d) There are no reconciliation items between revenue from contracts with customers and revenue recognised with contract price.
  • (e) Cost to obtain or fulfil the contract:
  • i. Amount of amortisation recognised in Statement of Profit and Loss during the year : Nil
  • ii. Amount recognised as contract assets as at March 31, 2021 : Nil

Note 40 LEASES- Ind AS 116

1. Impact on transition to Ind AS 116

Effective April 1, 2019, the Group has adopted Ind AS 116, Leases, which, applied to all lease contracts outstanding as at April 1, 2019, using modified retrospective at the date of initial application, at an amount equal to lease lability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application and as a result of which the comparative information is not required to be restated.

The Group has made use of the following practical expedients available in its transition to Ind AS 116 .

  • (a) The Group will not reassess whether a contract is or contains a lease. Accordingly, the definition of lease in accordance with Ind AS 17 will continue to be applied to lease contracts entered by the Group or modified by the Group before April 1, 2019.
  • (b) The Group has applied a single discount rate to a portfolio of leases of similar assets in similar economic environment. Consequently, the Group has recorded its lease liability using the present value of remaining lease payments, discounted using the incremental borrowing rate at the date of initial application and the right-of- use asset at its carrying amount as if the standard had been applied since the commencement date of the lease but discounted using the incremental borrowing rate at the date of initial application.
  • (c) The Group excluded the initial direct costs from measurement of the Right-of-use (RoU) asset at the date of initial application.

The weighted average incremental borrowing rate applied to lease liabilities as at April 1, 2019 is 11.50 %.

Right-of-use Assets:

  • (i) On transition, the Group has recognized right-of-use assets aggregating ` 8,490.31 Lakh
  • (ii) The net carrying value of right-of-use assets as at March 31, 2021 amounts to 4,301.44 Lakh (March 31, 2020 amounts to 6,229.89 Lakh) have been disclosed on the face of the balance sheet. (Also refer note 3B)

Lease liabilities:

  • (i) On transition, the Group has recognised lease liabilities amounting to ` 8,248.46 Lakh.
  • (ii) As at March 31, 2021, the obligations under finance leases amounts to 4,845.97 Lakh (March 31, 2020 : 6,492.11 Lakh) which have been classified to lease liabilities, under financial liabilities. (Also refer note 17)
  • (iii) The table below provides details regarding the contractual maturities of lease liabilties:
(` in Lakh)
Lease Liabilities Contractual cash flows
Carrying amount Total 0-1 year 1-5 years 5 years and
above
As at March 31, 2021 4,845.97 6,038.34 2,371.04 3,527.38 139.92
As at March 31, 2020 6,492.11 8,276.84 2,672.46 4,624.94 979.44

(iv) Prepaid rent on leasehold land and other assets aggregating ` 241.85 Lakh, which were earlier classified under 'Other Assets' have been adjusted to the Right-of-use assets at April 1, 2019.

The Company recognised the following in the statement of profit and loss:

(` in Lakh)
Particulars Year ended
March 31, 2021
Year ended
March 31, 2020
Amount recognised in the statement of profit and loss:
Depreciation expense on right-of-use assets (Refer note 4) 2,904.22 2,713.98
Interest expense on lease liabilities included in finance cost (Refer note 27) 702.95 871.75
Rent expense pertaining to leases of low-value assets - -
Rent expense pertaining to leases with less than twelve months of lease included
under plant hire expenses and rent expenses (Refer note 28)
18,521.39 14,889.81

Note 41 CAPITAL MANAGEMENT

For the purpose of the Group's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Group. The Group strives to safeguard its ability to continue as a going concern so that they can maximise returns for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital structure and minimise cost of capital.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with others in the industry, the Group monitors its capital using the gearing ratio which is total debt divided by total capital (equity).

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Total debt 38,003.34 47,387.28
Total equity 106,865.70 105,536.29
Total debts to equity ratio (Gearing ratio) 0.36 0.45

In the long run, the Group's strategy is continue to maintain a gearing ratio of less than 0.5.

Note 42 DIVIDEND ON EQUITY SHARES

(` in Lakh)
As at
March 31, 2021
As at
March 31, 2020
Dividend on equity shares declared and paid during the year
Final dividend of 0.30 per share for year ended March 31, 2020 (15 months ended<br>March 31, 2019: 0.40 per share) 515.36 687.15
Dividend distribution tax on final dividend - 141.25
515.36 828.40
Proposed dividend on equity shares not recognised as liability*
Final dividend of 0.12 per share for year ended March 31, 2021 (Year ended March 31,<br>2020 : 0.30 per share) 206.15 515.36
206.15 515.36

* Proposed dividend on equity shares is subject to the approval of the shareholders of the Company at the Annual General Meeting and therefore not recognised as liability as at the Balance Sheet date.

Note 43 Previous period figures have been regrouped or reclassified, to conform to the current year's presentation wherever considered necessary.

This is a summary of significant accounting policies and other explanatory information referred to in our audit report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration No. 001076N/N500013

Membership No: 109632 DIN: 08441312 DIN: 08291114

Place : Mumbai Place : Mumbai Date : May 28, 2021 Date : May 28, 2021

Rakesh R. Agarwal Santi Jongkongka Jayanta Basu Partner Executive Vice Chairman Managing Director

Prasad Patwardhan Rahul Neogi Chief Financial Officer ACA No.44453

NOTES

NOTES

NOTES

Corporate Information

BOARD OF DIRECTORS

Chairman Piyachai Karnasuta

Executive Vice Chairman Santi Jongkongka

Managing Director Jayanta Basu

Independent Directors

D. P. Roy Ramola Mahajani Sunil Shah Singh Pankaj I.C. Jain

COMMITTEES OF DIRECTORS

Audit Committee

Sunil Shah Singh, Chairman D. P. Roy Piyachai Karnasuta Pankaj I. C. Jain

Stakeholders' Relationship Committee

D. P. Roy, Chairman Piyachai Karnasuta Santi Jongkongka Jayanta Basu

Nomination and Remuneration Committee

Ramola Mahajani, Chairperson Sunil Shah Singh Piyachai Karnasuta

Corporate Social Responsibility Committee

Piyachai Karnasuta, Chairman D. P. Roy Santi Jongkongka Jayanta Basu

Chief Financial Officer

Prasad Patwardhan

COMPANY SECRETARY

Rahul Neogi

AUDITORS

Walker Chandiok & Co LLP, Mumbai

BANKERS

Axis Bank Limited Bank of Baroda Bank of India Bank of Maharashtra Canara Bank Central Bank of India Export-Import Bank of India Indian Bank IndusInd Bank Limited IDBI Bank Limited IDFC FIRST Bank Limited Punjab National Bank The Federal Bank Limited Union Bank of India

REGISTERED OFFICE

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai - 400 057 Phone No.: +91-22-6693 1600 Fax No.: +91-22-6693 1628 Email: [email protected] Website: www.Itdcem.Co.in

BRANCH OFFICE

Myanmar

AREA OFFICES Mumbai | Kolkata | Delhi | Chennai

R & D LOCATION

Kolkata

REGISTRAR AND SHARE TRANSFER AGENTS

KFin Technologies Private Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032. Toll Free no. 1800-309-4001 Email: [email protected] Website: www.kfintech.com

ANNUAL GENERAL MEETING (E- ANNUAL GENERAL MEETING)

Wednesday, 22nd September, 2021, 3.00 P.M.

Deemed venue of Meeting:

National Plastic Building, A-Subhash Road, Paranjape B Scheme, Vile Parle (East) Mumbai - 400 057.

ITD Cementation India Limited

CIN: L61000MH1978PLC020435

National Plastic Building, A-Subhash Road Paranjape B Scheme, Vile Parle (East), Mumbai 400 057

Tel: +91-22-6693 1600 | Fax: +91-22-6693 1627/28 E-mail: [email protected] Website: www.itdcem.co.in