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L&T Technology Services Ltd.

BSE: 540115 Sector: IT
NSE: LTTS ISIN Code: INE010V01017
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OPEN 1496.05
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VOLUME 20807
52-Week high 1852.50
52-Week low 1150.00
P/E 23.38
Mkt Cap.(Rs cr) 15,505
Buy Price 1485.00
Buy Qty 2.00
Sell Price 1490.90
Sell Qty 10.00
OPEN 1496.05
CLOSE 1489.35
VOLUME 20807
52-Week high 1852.50
52-Week low 1150.00
P/E 23.38
Mkt Cap.(Rs cr) 15,505
Buy Price 1485.00
Buy Qty 2.00
Sell Price 1490.90
Sell Qty 10.00

L&T Technology Services Ltd. (LTTS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 6th Annual Report along withthe Audited Financial Statements of L&T Technology Services Limited for the year endedMarch 31 2018.

Financial Results

(Rs million)
2017-18 2016-17
Profit Before Depreciation exceptional and extra ordinary items & tax 7387 6571
Less: Depreciation amortization and obsolescence 576 575
Profit / (Loss) before exceptional items and tax 6811 5996
Add: Exceptional Items - -
Profit / (Loss) before tax 6811 5996
Less: Provision for tax 1917 1506
Profit for the period carried to the Balance Sheet 4894 4490
Add: Balance brought forward from previous year 3554 270
Less: Dividend paid for the year (Including dividend distribution tax and deemed dividend) 1208 1206
Add: Gain / (Loss) on re-measurement of the net defined benefit plans - -
Balance available for disposal (which Directors appropriate as follows) 7240 3554
Debenture Redemption Reserve -
Balance to be carried forward 7240 3554

Performance of the Company

State of Company Affairs

The gross sales and other income for the financial year under review were Rs 36947million as against Rs 31671 million for the previous financial year registering anincrease of 16.66%. The profit before tax from continuing operations includingextraordinary and exceptional items was Rs 6811 million and the profit after tax fromcontinuing operations including extraordinary and exceptional items of Rs 4894 millionfor the financial year under review as against Rs 5996 million and Rs 4490 millionrespectively for the previous financial year registering an increase of 13.59% and 9.00%respectively.

Segmental Performance

The Company has five Business Segments namely Transportation Process IndustryIndustrial Products Medical Devices and Telecom & Hi-Tech. During the year thecontribution to the revenue from various business segments were as follows:-

(Rs million)
Revenue for 2017-18 Revenue for 2016-17
Transportation 10653 9382
Process Industry 4834 4962
Industrial Products 8531 8524
Medical Devices 2535 2196
Telecom & Hi-Tech 8513 6061
Total 35066 31125

The detailed segmental performance is referred in Note No. 43 of the Notes forming partof the standalone financial statements.

Geographical Performance

The Revenue contribution of the Company from various Geographies is mentioned hereinbelow:

(Rs million)
Sr. No. Geography 2017-18 2016-17
1. North America 19962 18983
2. Europe 6291 6057
3. India 4457 2881
4. Rest of the World 4355 3205
Total 35066 31125

Capital & Finance

During the year under review the Company had allotted 765655 Equity Shares of Rs 2each upon exercise of stock options by the eligible employees under the Employee StockOption Scheme - 2016.

As on March 31 2018 the total paid up equity share capital of the Company was Rs204912094/- consisting of 102456047 equity shares of Rs 2 each fully paid up.Pursuant to Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 i.e. to achieve minimum public shareholding requirement of 25% ourPromoter- Larsen & Toubro Limited (L&T) - sold 2049120 equity shares betweenFebruary 28 2018 till April 26 2018; of this 468292 equity shares were sold during thefinancial year 2017-18. However of these 468292 equity shares the sale of169000 equity shares was not reflected in the Benpos of March 31 2018 due to holidayson the stock exchange. Therefore as on March 31 2018 the shareholding of L&T wasshown as 88.81% comprising of 90991100 equity shares instead of 88.64% comprising of90822100 equity shares. The Promoter's stake thus reduced by 2% between February 282018 till April 26 2018 to 87.10%.

Capital Expenditure

As at March 31 2018 the gross fixed and intangible assets including leased assetsstood at Rs 7310 million (previous year Rs 6928 million) and the net fixed andintangible assets including leased assets at Rs 5530 million (previous year Rs 5589million). Capital Expenditure during the year amounted to Rs 1 million (previous year Rs23 million).

Deposits

During the year ended March 31 2018 the Company has not accepted any deposits fromthe public falling within the ambit of Section 73 of the Companies Act 2013 and the Rulesframed thereunder. Hence the Company does not have any unclaimed deposits as on date.

Depository System

As the members are aware the Company's shares are compulsorily tradable in electronicform. As on March 31 2018 99.98% of the Company's total paid up capital representing102435147 shares are in dematerialized form. SEBI vide its recent circular has proposedto prohibit transfer of shares in physical form. In view of the numerous advantagesoffered by the Depository system as well as to avoid frauds members holding shares inphysical mode are advised to avail of the facility of dematerialization from either of thedepositories.

Transfer to Investor Education And Protection Fund

There are no amounts that are due to be transferred to Investor Education andProtection Fund by the Company.

The Company has sent communication to shareholder(s) holding shares in physical formfor collecting details of their bank account such as Bank name Bank Branch MICR numberIFSC Code for payment of dividend to such shareholders whose dividend remainedunclaimed/unpaid. The Company hereafter will be crediting the dividend through electronicmode instead of revalidating and issuing fresh warrants/DDs to the shareholders.

Subsidiary/ Associate/ Joint Venture Companies

The Company has two subsidiaries namely L&T Technology Services LLC and L&TThales Technology Services Private Limited. Further the Company also has two step downsubsidiaries namely Esencia Technologies Inc. and Esencia Technologies India PrivateLimited.

During the year under review the Company through its subsidiary L&T TechnologyServices LLC had acquired Esencia Technologies Inc. and its Indian subsidiary EsenciaTechnologies India Private Limited.

Shares acquired during the year:

Name of the Company Type of shares/units No of shares/ units
L&T Technology Services LLC Common Stock 15000001

Notes:

1. The Company acquired 1500000 units of $ 10 each from L&T Technology ServicesLLC. Further L&T Technology Services LLC acquired Esencia Technologies Inc. alongwith its Indian subsidiary.

The Company has formulated a policy on identification of material subsidiaries in linewith Regulation 16(c) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and the same is placed on the website at http://www.lnttechservices.com/investors/. The Company does not have any material subsidiaries.

A) Performance and Financial Position of each subsidiary/associate and joint venturecompanies:

A statement containing the salient features of the financial statement ofsubsidiaries/associate/joint venture companies and their contribution to the overallperformance of the Company is annexed to this Report at page no. 229 of the Annual Report.

Particulars of Loans Given Investments Made Guarantees Given or Security Provided bythe Company

The Company has disclosed the full particulars of the loans given investments made orguarantees given or security provided as required under Section 186 of the Companies Act2013 and Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 in Note 36 forming part of the financial statements.

Particulars of Contracts or Arrangements with Related Parties

The Audit Committee and Board of Directors have approved the Related Party TransactionPolicy and the same has been uploaded on the Company's website http://www.lnttechservices.com/investors/.

The Company has a process in place of periodically reviewing and monitoring RelatedParty Transactions.

All the related party transactions were in the ordinary course of business and at arm'slength. The Audit Committee has approved all the Related Party Transactions for the FY2017-18 and estimated transactions for FY 2018-19.

There are no materially significant related party transactions that may have conflictwith the interest of the Company.

Amount to be carried to Reserves

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

Dividend

The Board at its meeting held on November 7 2017 declared an interim dividend of Rs4/- per equity share amounting to Rs 408995668 (the total payout includingDividend Distribution Tax amounted to Rs 492259006); the dividend was paid on November21 2017. Further the Board in its meeting held on May 22 2018 has recommended a finaldividend of Rs 12 (600%) per equity share of Rs 2 each for the financial year ended March31 2018. The proposal is subject to the approval of shareholders at the ensuing AnnualGeneral Meeting to be held on August 22 2018.

The total amount of dividend for the year is Rs 408995668 (excluding DividendDistribution Tax).

The Dividend is based upon the parameters mentioned in the Dividend Distribution Policyapproved by the Board of Directors of the Company on May 3 2017 which is in line withregulation 43A of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The Policy is provided as Annexure ‘A' forming a part of thisBoard Report and also uploaded on the Company's website athttp://www.lnttechservices.com/investors/

Material Changes and Commitments Affecting Financial Position of the Company betweenthe End of the Current Financial Year and the Date of The Report

There are no material changes and commitments affecting the financial position of theCompany between the end of the current financial year and the date of this report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Information as required to be given under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is provided in Annexure‘B' forming part of this Board Report.

Risk Management Policy

The Risk Management Committee comprises of Mr. S. N. Subrahmanyan Dr. Keshab Panda andMr. P. Ramakrishnan. Mr. S. N. Subrahmanyan is the Chairman of the Committee.

The Company has formulated a risk management policy and has in place a mechanism toinform the Board Members about risk assessment and minimization procedures and periodicalreview to ensure that executive management controls risk by means of a properly designedframework.

A detailed note on risk management is given under financial review section of theManagement Discussion and Analysis on pages 98 and 99 of this Annual Report.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee comprises of Mr. Arjun Gupta Mr.Sudip Banerjee and Dr. Keshab Panda as its Members. Mr. Arjun Gupta is the Chairman of theCommittee.

The disclosures required to be given under Section 135 of the Companies Act 2013 readwith Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 areprovided in Annexure ‘C' to the Board report.

The details of various projects and programs which can be undertaken by the Company asa part of its CSR Policy framework is available on its websitehttp://www.lnttechservices.com/ media/32150/csr-policy-ltts.pdf.

Directors and Key Managerial Personnel Appointed/Resigned During the Year

A. Appointment/Re-appointment of Directors & Key Managerial Personnel:

During the year the following appointments/ re-appointments were made on Board:-

a. The Board has re-appointed Dr. Keshab Panda as the Chief Executive Officer &Managing Director of the Company for a period of three years with effect from January 102018 upto and including January 9 2021 subject to approval of the shareholders ingeneral meeting.

b. The Board has also re-appointed Mr. Amit Chadha as the President–Sales andBusiness Development & Whole-Time Director of the Company for a period of three yearswith effect from February 1 2018 upto and including January 31 2021 subject to approvalof the shareholders in general meeting.

c. The Board has appointed Mr. Bhupendra Bhate as the Chief Operating Officer &Whole-Time Director of the Company for a period of three years with effect from November07 2017 upto and including November 6 2020 subject to approval of the shareholders ingeneral meeting.

d. Mr. S. N. Subrahmanyan and Dr. Keshab Panda Directors retire by rotation at theensuing Annual General Meeting (AGM) and being eligible offer themselves forre-appointment.

e. Special Resolution for the continuation of Mr. A. M. Naik as a Non-ExecutiveDirector post attainment of the age of 75 years forms part of the Notice being sent tothe shareholders. The notice convening the AGM includes the proposal forappointment/re-appointment of Directors.

The terms and conditions of appointment of the Independent Directors are in compliancewith the provisions of the Companies Act 2013 and are placed on the website of theCompany http://www. lnttechservices.com/investors/.

The Company has also disclosed on its website http://www.lnttechservices.com/investors/details of the familiarization programs formulated to educate the Directors regardingtheir roles rights and responsibilities in the Company and the nature of the industry inwhich the Company operates the business model of the Company etc.

Number of Meetings of the Board Of Directors

This information is given in Annexure ‘D' Report on Corporate Governance formingpart of this Board Report. Members are requested to refer to page no. 57 of this AnnualReport.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of Section 177of the Companies Act 2013 read with rules made thereunder and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The details relating to the same are given in Annexure ‘D' Report on CorporateGovernance forming part of this Board Report. Members are requested to refer to page no.59 of this Annual Report.

Company Policy on Directors Appointment and Remuneration

The Company has in place a Nomination and Remuneration Committee (NRC) in accordancewith the requirements of section 178 of the Companies Act 2013 read with rules madethereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The details of the same are given in Annexure ‘D' - Report on CorporateGovernance forming part of this Board Report. Members are requested to refer to page no.60 of this Annual Report.

NRC Committee has formulated a policy on Director's appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and otheremployees and the criteria for determining qualifications positive attributes andindependence of a Director and also disclosed the policy on the Company's websitehttp://www.

lnttechservices.com/ and is also enclosed to the Board report as Annexure ‘I'.

NRC Committee has formulated a policy on Board diversity.

Stakeholders' Relationship Committee

The Company has in place a Stakeholders' Relationship Committee in terms of therequirements of the Companies Act 2013 read with the rules made thereunder and Regulation20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The details of the same are given in Annexure ‘D'- Report on CorporateGovernance forming part of this Board Report. Members are requested to refer to page no.63 of this Board Report.

Declaration of Independence

The Company has received Declarations of Independence from Independent Directors asstipulated under Section 149(7) of the Companies Act 2013 confirming that he/she is notdisqualified from appointing/continuing as Independent Director. The same are alsodisplayed on the website of the Companyhttp://www.lnttechservices.com/investors/investor-download/. The Independent Directorshave complied with the Code for Independent Directors prescribed in Schedule IV to theCompanies Act 2013.

Adequacy of Internal Financial Controls

The Company has designed and implemented a process driven framework for InternalFinancial Controls (‘IFC') within the meaning of the explanation to Section 134(5)(e)of the Companies Act 2013. For the year ended March 31 2018 the Board is of the opinionthat the Company has sound IFC commensurate with the nature and size of its businessoperations and operating effectively and no material weaknesses exist. The Company has aprocess in place to continuously monitor the same and identify gaps if any and implementnew and / or improved controls wherever the effect of such gaps would have a materialeffect on the Company's operations.

Directors Responsibility Statement

The Board of Directors of the Company confirms:

a. In the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis;

e. The Directors have laid down an adequate system of internal financial control to befollowed by the Company and such internal financial controls are adequate and operatingefficiently;

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and were operating effectively.

Performance Evaluation of Board Its Committees and Directors

The Nomination and Remuneration Committee and the Board have laid down the manner inwhich formal annual evaluation of the performance of the Board Committees Chairman andindividual directors has to be made.

It includes circulation of questionnaires to all Directors for evaluation of the Boardand its Committees Board's composition and its structure its culture Board'seffectiveness Board's functioning information availability etc. These questionaries'also cover specific criteria and the grounds on which all Directors in their individualcapacity will be evaluated. All Directors responded through a structured questionnairegiving feedback about the performance of the Board its Committee Individual Directorsand the Chairman.

The Performance evaluation inputs including areas of improvement along with theimplementation for improved corporate governance practices and effective participation inBoard/Committee meetings were discussed in the meeting of the Independent Directors heldon May 22 2018 in accordance with Schedule IV of the Companies Act 2013 and in thesubsequent Meeting of Nomination and Remuneration Committee and the Board.

Disclosure of Remuneration

The details of remuneration as required to be disclosed under the Companies Act 2013and the rules made thereunder are given in the Annexure ‘E' forming part of thisBoard Report.

The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the Company during the year. Theinformation in respect of employees of the Company required pursuant to Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time is provided in Annexure ‘F' forming part of this BoardReport.

In terms of Section 136(1) of the Act and the rules made thereunder the Report andAccounts are being sent to the shareholders excluding the aforesaid Annexure. AnyShareholder interested in obtaining copy of the same may write to the Company Secretary atthe registered office of the Company. None of the employees listed in the said Annexure isrelated to any Director of the Company.

Compliance with Secretarial Standards on the Board and General Meetings

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

Protection of Women at Workplace

The Company has constituted an Internal Complaints Committee (‘ICC') - in linewith the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act'). The ICC has been constituted as perthe Act to redress the complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.

During the year under review 3 cases of sexual harassment were received by the ICC.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Section 129(3) of the Companies Act 2013 and Regulation 34 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and prepared inaccordance with the applicable Accounting Standards prescribed by the Institute ofChartered Accountants of India (ICAI) in this regard.

Auditors Report

The Auditors report to the shareholders does not contain any qualification observationor comment or remark(s) which has/ have an adverse effect on the functioning of theCompany.

Statutory Auditors

The Company's auditors Sharp & Tannan (firm registration number 109982W)Chartered Accountants hold office until the conclusion of the ensuing Annual GeneralMeeting. As per the provisions of the Companies Act 2013 Sharp & Tannan are eligibleto be appointed for the next four years.

A Certificate from the Auditors has been received to the effect that they are eligibleto act as auditors of the Company under Section 141 of the Companies Act 2013.

The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and objectivity of the Auditors and theeffectiveness of the Audit process.

The Auditors have also furnished a declaration confirming their independence as well astheir arm's length relationship with the Company as well as declaring that they have nottaken up any prohibited non-audit assignments for the Company.

The Auditors attended the last Annual General Meeting of the Company.

Secretarial Audit Report

The Board had appointed Ms. Naina Desai (M. No.1351) Practicing Company Secretary tocarry out Secretarial Audit under the provisions of Section 204 of the Companies Act 2013for the financial year 2017-18.

The Secretarial Audit Report issued by Naina Desai Practicing Company Secretary isattached as Annexure ‘G' to this Board Report.

The Secretarial Auditor's Report to the shareholders does not contain any qualificationor reservation which has any material adverse effect on the functioning of the Company.

Details of Significant and Material Orders Passed by the Regulators or Courts orTribunals

During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

Extract of Annual Return

As per the provisions of Section 92(3) of the Companies Act 2013 an extract of theAnnual Return in Form MGT -9 is provided in Annexure ‘H' to this Board Report.

Other Disclosures

1. Corporate Governance Report

Pursuant to Regulation 34 read with schedule V of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 a Report on Corporate Governance and acertificate obtained from the Statutory Auditors confirming compliance is provided inAnnexure ‘D' forming part of this Board Report.

2. Employee Stock Option Scheme

There has been no material change in the ESOP Scheme - 2016 of the Company during thecurrent financial year. The ESOP Scheme -2016 is in compliance with the Securities andExchange Board of India (Share Based Employee Benefit) Regulations 2014("SBEB Regulations").

The disclosure relating to the ESOP Scheme - 2016 required to be made under theCompanies Act 2013 and rules made thereunder and the SBEB Regulations together with acertificate obtained from the Statutory Auditors confirming compliance is provided onthe website of the Company http://www. lnttechservices.com/investors/.

The Statutory Auditors' certificate confirming compliance with the Companies Act 2013and the SBEB Regulations obtained from Statutory Auditors is reproduced below:

Independent Auditors' certificate on Employee Stock Option Scheme

1. We have examined Employees Stock Option Scheme (‘the Scheme') of L&TTechnology Services Limited (‘the Company') books of accounts and other relevantrecords to determine whether the Scheme is in accordance with the rules specified underthe Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 (as amended) ("the Regulations") and in accordance with the resolutionspassed in the general meeting held on 21 January 2016 (‘the General Meeting') and asper postal ballot dated 15 December 2016.

Management's responsibility

2. Management is responsible for maintaining the information and documents which arerequired to be kept and maintained under the relevant laws and regulations andimplementing the Scheme in accordance with the Regulations and the resolutions passed atthe General Meeting.

Auditors' responsibility

3. Our responsibility is limited to examining the procedures and implementationthereof adopted by the Company for ensuring implementation of the Scheme in accordancewith the Regulations and the resolutions passed at the General Meeting.

4. We have examined the books of accounts and other relevant records and documentsmaintained by the Company for the purpose of providing reasonable assurance on theimplementation of the Scheme by the Company in accordance with the Regulations and theresolutions passed at the General Meeting.

5. We have carried out an examination of the Scheme books of accounts and otherrelevant records of the Company in accordance with the Guidance Note on Reports orCertificates for Special Purpose (Revised 2016) issued by the Institute of CharteredAccountants of India (‘the ICAI') which requires that we comply with the ethicalrequirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevant applicable requirements of the Standard onQuality Control (SQC) 1 Quality Control for Firms that Perform Audits and Reviews ofHistorical Financial Information and Other Assurance and related services engagements

Opinion

7. Based on our examination of the relevant records and according to the informationand explanation provided to us and representations provided by management we certify thatthe Company has implemented the Schemes in accordance with the Regulations and theresolutions passed at the general meeting held on 21 January 2016 and as per postal ballotdated 15 December 2016.

Restriction on use

8. The certificate is issued solely for the purpose of complying with the Regulationsand may not be suitable for any other purpose.

SHARP & TANNAN

Chartered Accountants

Firm's Registration No.109982W

by the hand of

FIRDOSH D. BUCHIA

Partner

Membership no. 038332

Mumbai May 22 2018

3. No disclosure is required under Section 67(3)(c) of the Companies Act 2013 inrespect of voting rights not exercised directly by the employees of the Company as theprovisions of the said section are not applicable.

4. Credit Rating

The Company enjoys a good reputation for its sound financial management and the abilityto meet its financial obligations. The Company has received CRISIL AA+/Stable rating andCRISIL A1+ rating for it's the long term and short term financial instruments of theCompany respectively.

5. Vigil Mechanism

As per the provisions of Section 177(9) of the Companies Act 2013 (‘Act') theCompany is required to establish an effective Vigil Mechanism for Directors and employeesto report genuine concerns. The Company has a Whistle-Blower Policy in place since 2014 toencourage and facilitate employees to report concerns about unethical behaviour actual/suspected frauds and violation of Company's Code of Conduct. The policy provides foradequate safeguards against victimisation of persons who avail the same and provides fordirect access to the chairperson of the Audit Committee. The Audit Committee of theCompany oversees the implementation of the Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle-BlowerPolicy on its website http://www.lnttechservices.com/investors/. During the year nopersonnel has been declined access to the Audit Committee wherever desired.

6. Reporting of Frauds

The Auditors of the Company have not reported any instances of fraud committed againstthe Company by its officers or employees as specified under section 143(12) of theCompanies Act 2013.

7. Business Responsibility Reporting:

As per Regulation 34 of the Regulations 2015 a separate section on BusinessResponsibility Reporting forms a part of the Annual Report (refer pages 108 to 117)describing initiatives taken by the Company from an environmental social and governanceperspective. The activities carried out by the Company as a part of its CSR initiativesduring 2017-18 are covered in the same.

8. Acknowledgement

Your Directors take this opportunity to thank the customers vendors academicinstitutions Financial Institutions Regulatory authorities and stock exchanges and allthe various stakeholders for their continued co-operation and support to the Company. YourDirectors also acknowledge the support and co-operation from the Government of India andthe Governments of various countries the concerned State Governments and other GovernmentDepartments and Governmental Agencies. The Directors appreciate the significantcontributions made by the employees of the Company and its subsidiaries during the yearunder review and value the contributions made by every member of the LTTS family globally.

For and on behalf of the Board
DR. KESHAB PANDA S. N. SUBRAHMANYAN
CEO & Managing Director Vice Chairman
(DIN: 05296942) (DIN: 02255382)
Mumbai May 22 2018