Your Directors have pleasure in presenting the 9th AnnualReport along with the Audited Financial Statements of L&T Technology Services Limitedfor the year ended March 31 2021.
(Rs. in million)
| || |
| || |
|Profit Before Depreciation exceptional and extra ordinary items & tax || |
|Less: Depreciation amortization and obsolescence || |
|Profit / (Loss) before exceptional items and tax || |
|Add: Exceptional Items || |
|Profit / (Loss) before tax || |
|Less: Provision for tax || |
|Profit for the period carried to the Balance Sheet || |
|Add: Balance brought forward from previous year || |
|Less: Dividend paid for the year (Including dividend distribution tax and deemed dividend) || |
|Add: ESOP cancellation impact || |
|Less: Impact of IND AS 116 in opening reserve || |
|Less: Impact of Ind AS 115 and ECL on contract asset in opening reserve || |
|Balance available for disposal (which directors appropriate as follows) || |
|Balance to be carried forward || |
Performance of the Company
State of Company Affairs
The gross sales and other income for the financial year under reviewwere Rs. 51383 million as against Rs. 53936 million for the previous financial yearregistering a decrease of 4.7%. The profit before tax from continuing operations includingextraordinary and exceptional items was Rs. 8951 million and the profit after tax fromcontinuing operations including extraordinary and exceptional items was Rs. 6731 millionfor the financial year under review as against Rs. 10550 million and Rs. 7900 millionrespectively for the previous financial year registering a decrease of 15.16% and 14.80%respectively.
The pandemic and the ensuing lock-down in several cities has been anunprecedented situation that required quick and decisive steps to be taken to ensuresmooth business operations. A core BCP team comprising of the COO CHRO CRO IT HeadAdmin & Facilities Head and BCP Officer has been set up to ensure that all functionscontinue to run without disruptions. Your Company is amongst the few Engineering Companiesthat have been able to achieve over 92% WFH for employees working on billable roles.Wherever required Secured Labs were set up at employees' homes complete with backuppower systems and office workstations.
Regular communication with our customers providing updated informationon all measures taken to ensure continuity have been well received with many customersappreciating our seamless transition to a WFH model. Project Management Offices setupwithin the sales organization helped to coordinate client communication and share bestpractices.
The well-being of employees and the need to maintain their involvementhas been a key focus and your Company has taken several steps to address this. Timelyemail communications on COVID related information dedicated section on our intranet pagean inhouse Crisis Notification System and virtual town halls by the leadership team toshare regular updates and key messages have all contributed to an engaged workforce thathas successfully delivered on customer expectation. We have also effectively trackedemployee productivity through daily timesheets and all teams ensured that productivityacross projects remained high.
Despite a challenging time the proactive measures taken towardsemployees customers and productivity have resulted in an increase in Customersatisfaction scores and Net promoter scores for FY21 compared to FY20.
The Company has five Business Segments namely Transportation Telecom& Hi Tech Industrial Products Plant Engineering and Medical Devices. During theyear the contribution to the revenue from various business segments were as follows:-
(Rs. in million)
| || |
Revenue for FY 2020-21
% of overall
Revenue for FY 2020-21
% of overall
|Transportation || |
|Telecom & Hi Tech || |
|Industrial Products || |
|Plant Engineering || |
|Medical Devices || |
|Total || |
The detailed segmental performance is referred in Note No. 40 of theNotes forming part of the standalone financial statements.
The Revenue contribution of the Company from various Geographies ismentioned herein below:
(Rs. in million)
|Geography || |
% of overall
% of overall
|1. North America || |
|2. Europe || |
|3. India || |
|4. Rest of the World || |
|Total || |
Capital & Finance
During the year under review the Company had allotted 534265 EquityShares of Rs. 2 each upon exercise of stock options by the eligible employees under theEmployee Stock Option Scheme - 2016.
As on March 31 2021 the total paid up equity share capital of theCompany was Rs. 210091646/-consisting of 105045823 equity shares of Rs. 2 eachfully paid up. As on March 31 2021 Larsen & Toubro Limited Promoter of the Companyholds 77986899 shares constituting 74.24% of the paid- up share capital of the Company.
As at March 31 2021 the gross fixed and intangible assets includingleased assets stood at Rs. 15465 million (previous year Rs. 13527 million) and the netfixed and intangible assets including leased assets at Rs. 10197 million (previous yearRs. 9595 million). Capital Expenditure during the year is Rs. 753 million (previous year1347 million).
During the year ended March 31 2021 the Company has not accepted anydeposits from the public falling within the ambit of Section 73 of the Act and the Rulesframed thereunder. Hence the Company does not have any unclaimed deposits as on date.
In compliance with the MCA notification dated January 22 2019 andCompanies (Acceptance of Deposits) Rules 2014 the Company is required to file withregistrar of companies annual return in Form DPT-3 for receipts of money or loan by theCompany which are not considered as deposits outstanding as on March 31 2021.
The Company would be complying with this requirement within theprescribed timelines.
As the members are aware the Company's shares are compulsorilytradable in electronic form only. As on March 31 2021 99.99% of the Company's totalpaid up capital representing 105025952 shares are in dematerialized form. Pursuant tothe provisions of LODR w.e.f. April_ 1 2019 all transfer of shares except transmissionand transposition are mandatorily required to be carried out only in dematerialized form.
In view of the numerous advantages offered by the Depository system aswell as to avoid frauds members holding shares in physical mode are advised to avail ofthe facility of dematerialization from either of the depositories. The Company has notaccepted any physical transfer of shares during the year under review.
Further in adherence to SEBI's circular to enhance thedue-diligence for dematerialization of the physical shares the Company has provided thestatic database of the shareholders holding shares in physical form to the depositorieswhich would augment the integrity of its existing systems and enable the depositories tovalidate any dematerialization request.
Transfer to Investor Education and Protection_Fund
There are no amounts that are due to be transferred to InvestorEducation and Protection Fund by the Company.
The Company has sent adequate communication to the members whosedividends are unclaimed requesting them to provide/update bank details with theRTA/Company so that dividends paid by the Company are credited to the investors'account on timely basis.
The Company has sent communication to shareholder(s) holding shares inphysical form for collecting details of their bank account such as Bank name Bank BranchMICR number IFSC Code for payment of dividend to such shareholders whose dividendremained unclaimed/unpaid. The Company hereafter will be crediting the dividend throughelectronic mode instead of revalidating and issuing fresh warrants or Demand Drafts to theshareholders.
Pursuant to the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has appointed theCompany Secretary as the Nodal Officer for carrying out the necessary functions under theapplicable provisions of the Act and the rules made thereunder.
Subsidiary/ Associate/ Joint Venture Companies
During the year under review the Company acquired Orchestra TechnologyInc. incorporated in Texas USA through its wholly owned subsidiary L&T TechnologyServices LLC. Orchestra Technology Inc. is a US based company providing engineeringservices and solutions in the Telecom & Hitech industry segment.
The details of investment in Orchestra Technology Inc. during the yearare as under:
A. Shares acquired during the year:
|Name of the Company || |
Type of Shares
No. of shares
|Orchestra Technology Inc || |
Post the said acquisition the following is the Group structure of theCompany:-
B. Performance and Financial Position of each subsidiary/associate andjoint venture companies:
A statement containing the salient features of the financial statementof subsidiaries/associate/joint venture companies and their contribution to the overallperformance of the Company is annexed to this Report at page no. 255.
The Company has formulated a policy on identification of materialsubsidiaries in line with Regulation 16(c) of LODR and the same is placed on the websiteat http://www.ltts.com/investors/. The Company does not have any materialsubsidiaries.
Particulars of Loans Given Investments Made Guarantees Given orSecurity Provided by the Company
The Company has disclosed the full particulars of the loans giveninvestments made or guarantees given or security provided as required under Section 186 ofthe Act and Regulation 34(3) read with Schedule V of the LODR in Note 37 forming part ofthe financial statements.
Particulars of Contracts or Arrangements With Related Parties
The Audit Committee and Board of Directors have approved the RelatedParty Transaction Policy along with threshold limits and the same has been uploaded on theCompany's website http://www.ltts.com/investors
The Company has a process in place of periodically reviewing andmonitoring Related Party Transactions.
All the related party transactions were in the ordinary course ofbusiness and at arm's length. The Audit Committee has approved all the Related PartyTransactions for the FY 2020-21 and estimated transactions for FY 2021-22 as requiredunder the provisions of Section 177 of the Act.
There are no materially significant related party transactions that mayhave conflict with the interest of the Company.
Amount to be Carried to Reserves
The Company has not transferred any amount to the reserves during thecurrent financial year.
The Board at its meeting held on October 19 2020 declared an interimdividend of Rs. 7.50 (375%) per equity share amounting to Rs. 725 million (the totalpayout including Tax Deducted at
Source amounted to Rs. 787 million). The dividend was paid on November10 2020.
Further the Board of Directors in its meeting held on May 3 2021have recommended the payment of dividend of Rs. 14.50 (725%) per equity share of Rs. 2each for the financial year ended March 31 2021. The proposal is subject to the approvalof shareholders at the ensuing Annual General Meeting (AGM) to be held on July 16 2021.
The final dividend on equity shares if approved by the members wouldinvolve a cash outflow (including Tax Deducted at Source) of Rs. 1523 million.
The Dividend is based upon the parameters mentioned in the DividendDistribution Policy approved by the Board of Directors of the Company which is in linewith Regulation 43A of the LODR. The Policy is provided as Annexure A' forminga part of this Board Report and also uploaded on the Company's website at https://www.ltts.com/investors/corporate-governance
Material Changes and Commitments Affecting Financial Position of theCompany between the end of the Current Financial Year and the date of the Report
Other than stated elsewhere in this Report there are no materialchanges and commitments affecting the financial position of the Company between the end ofthe current financial year and the date of this report.
Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo
Information as required to be given under Section 134(3)(m) of the Actread 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. R. Chandrasekaran Mr.Amit Chadha and Mr. Rajeev Gupta. Mr. R. Chandrasekaran is the Chairman of the Committee.
The Committee is responsible for monitoring and reviewing the riskmanagement plan and ensuring its effectiveness. The Company has formulated a riskmanagement policy and has in place a mechanism to inform the Board Members about riskassessment including cyber security and minimization procedures and periodical review toensure that executive management controls risk by means of a properly designed framework.The details of the same are given in Annexure D' Report on CorporateGovernance forming part of this Report.
A detailed note on risk management and the internal controls withreference to the financial statement is given under the financial review section of theManagement Discussion and Analysis on page no. 109 and 114 of the Annual Report.
Corporate Social Responsibility
The Corporate Social Responsibility (CSR) Committee comprises of Mr.Sudip Banerjee Mr. R. Chandrasekaran and Dr. Keshab Panda as its Members. Mr. SudipBanerjee is the Chairman of the Committee.
The disclosures required to be given under Section 135 of the Act readwith Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time are provided in Annexure C' to the Boardreport.
The CSR Policy framework is available on its website https://www.ltts.com/sites/default/files/investors/corporate-gov/pdf/Corporate_Social_Responsibility_Policy.pdf
The Board on recommendation of the CSR Committee of the Company haveamended the CSR Policy of the Company in line with the recent CSR amendments.
The Chief Financial Officer of the Company has certified that CSR fundsdisbursed for the projects have been utilized for the purposes and in the manner asapproved by the Board.
Contribution Towards CSR Activities
During the year ended March 31 2021 the Company has spent an amountof `157.19 million on CSR activities as against the budgeted amount of Rs. 156 million forFY 2020-21.
During the FY 2019-20 the Company had contributed to PM CARES Fund Rs.183.09 million which was in excess of its CSR obligation for FY 2019-20. Pursuant to theamendments to the Companies (Corporate Social Responsibility Policy) Rules 2014 aCompany which spends in excess of the prescribed requirements shall be allowed to set offthe excess amount upto immediately succeeding three financial years. However the Companyhas not taken any set off during the FY 2020-21.
Policy of Work From Home' implemented for _ghting the threatof Covid-19 Pandemic
In line with the Govt of India's directive State wise guidelinesand directives issued by respective countries and as a protective step for the welfareand safety of all its employees the Company had put in place a Policy of "Work FromHome" for all its employees from March 23 2020 at all its Centers and Offices inIndia and overseas. With the objective of well-being and safety of all its employees theSenior Management and BCP Team took lot of initiatives and implemented various policiesfor the benefit of employees. The Human Resource team was constantly in touch with all theemployees and regularly gave instructions to be followed by employees to face thisPandemic through advisory emails. The same policy was continued in FY 2020-21 keeping inmind the safety of all the employees.
Directors and Key Managerial Personnel Appointed/ Resigned during theyear
The terms and conditions of appointment of the Independent Directorsare in compliance with the provisions of the Act and LODR and are placed on the website ofthe Company https://www.ltts.com/investors/corporate-governance.
A. Appointment/Re-appointment of Directors & Key ManagerialPersonnel:
During the year under review the followingappointments/re-appointments were made on Board:-
a. Mr. R. Chandrasekaran was appointed as an Independent Director ofthe Company with effect from October 19 2020 for a term of five years up to and includingOctober 18 2025; same was approved by way of Postal Ballot by the shareholders of theCompany on March 3 2021.
b. Dr. Keshab Panda's tenure as Chief Executive Officer &Managing Director of the Company which was originally upto January 9 2021 was extended upto March 31 2021 and further he was appointed as a Non-Executive Director of the Companywith effect from April 1 2021; same was approved by way of Postal Ballot by theshareholders of the Company on March 3 2021.
c. Mr. Amit Chadha's tenure as Deputy Chief Executive Officer andWhole-Time Director of the Company which was originally upto January 31 2021 was extendedupto March 31 2021 and further he was appointed as the Chief Executive Officer &Managing Director of the Company with effect from April 1 2021; same was approved by wayof Postal Ballot by the shareholders of the Company on March 3 2021.
d. Mr. Sudip Banerjee was re-appointed as an Independent Director for aterm of five years with effect from January 21 2021 upto and including January 20 2026;same was approved by way of Postal Ballot by the shareholders of the Company on March 32021.
e. Mr. N. Kumar was re-appointed as an Independent Director for a termof three years and six months with effect from July 15 2021 upto and including January14 2025 subject to the approval of the shareholders.
Based on their skills knowledge experience and report of theirperformance evaluation the Board was of the opinion that their association would be ofimmense benefit to the Company and it would be desirable to avail their services asIndependent Directors.
f. Mr. Rajeev Gupta was appointed as the Chief Financial Officer (CFO)of the Company with effect from July 20 2020.
g. Mr. A. M. Naik and Mr. Amit Chadha Directors are liable to retireby rotation at the ensuing AGM and being eligible offer themselves for re-appointment.
Pursuant to the amendments in the Companies (Appointment andQualification of Directors) Rules 2014 all the Independent Directors of the Company haveregistered themselves with the Databank of Independent Directors. The Directors who werenot exempted from the requirement of appearing in the online proficiency test havesuccessfully qualified in the same.
The Board opines that all the Independent Directors on the Boardpossess integrity necessary expertise and experience for performing their functionsdiligently.
B. Resignation of Directors & Key Managerial Personnel: a. Mr.Arjun Gupta ceased to be Independent Director of the Company on October 27 2020 onaccount of completion of his term as an Independent Director.
b. Dr. Keshab Panda ceased to be as CEO & Managing Director of theCompany with effect from March 31 2021 on account of completion of his term as CEO &Managing Director.
c. Mr. P. Ramakrishnan resigned as Chief Financial Officer of theCompany on July 19 2020. He moved back to the parent company i.e Larsen & ToubroLimited as part of a pre-defined career progression plan and role rotation policy.
The Board places on record its appreciation for the contribution madeby the aforesaid Directors and the KMP.
The notice convening the AGM includes the proposal for appointment /re-appointment of Directors.
The Company has also disclosed on its website https://www.ltts.com/investors/corporate-governanceof the familiarization programs formulated to educate the Directors regarding their rolesrights and responsibilities in the Company and the nature of the industry in which theCompany operates the business model of the Company etc.
Number of Meetings of the Board of Directors
This information is given in Annexure D' Report onCorporate Governance forming part of this Board Report. Members are requested to refer topage no. 67 of this Annual Report.
The Company has in place an Audit Committee in terms of therequirements of Section 177 of the Act read with rules made thereunder and Regulation 18of LODR.
Currently the Committee comprises of 3 Independent Directors namelyMr. N. Kumar-Chairman Mr. Samir Desai and Ms. Apurva Purohit as Members.
The terms of reference of the Audit Committee are in line with theprovisions of the Act read with the rules made thereunder and Regulation 18 and ScheduleII of the LODR.
During the year under review 4 meetings were held on May 14 2020 July16 2020 October 19 2020 and January 20 2021.
The details relating to the same are given in Annexure D'Report on Corporate Governance forming part of this Board Report. Members are requested torefer to page no. 71 of this Annual Report.
Company Policy on Directors' Appointment and Remuneration
The Company has in place a Nomination and Remuneration Committee (NRC)in accordance with the requirements of Section 178 of the Act read with rules madethereunder and Regulation 19 of LODR.
The details of the same are given in Annexure D' - Report onCorporate Governance forming part of this Board Report. Members are requested to refer topage no. 74 of this Annual Report.
NRC has formulated a policy on director's appointment andremuneration including recommendation of remuneration of the key managerial personnel andsenior management personnel and the criteria for determining qualifications positiveattributes and independence of a Director and also disclosed the policy on theCompany's website http://www.ltts.com/ and is also enclosed to theBoard report as Annexure H'.
The Committee has formulated a policy on Board diversity.
Stakeholders' Relationship Committee
The Company has in place a Stakeholders' Relationship Committee interms of the requirements of the Act read with the rules made thereunder and Regulation 20of the LODR.
The details of the same are given in Annexure D' -Report on Corporate Governance forming part of this Board Report. Members are requested torefer to page no. 77 of this Board Report.
Declaration of Independence
The Company has received Declarations of Independence from IndependentDirectors as stipulated under Section 149(7) of the Act confirming that he/she is notdisqualified from appointing/continuing as Independent Director. The same are alsodisplayed on the website of the Company https://www.ltts.com/investors/corporate-governance.The Independent Directors have complied with the Code for Independent Directors prescribedin Schedule IV to the Companies Act 2013.
Adequacy of Internal Financial Controls
The Company has designed and implemented a process driven framework forInternal Financial Controls (IFC') within the meaning of the explanation toSection 134(5)(e) of the Act. For the year ended March 31 2021 the Board is of theopinion that the Company has sound IFC commensurate with the nature and size of itsbusiness operations and operating effectively and no material weaknesses exist. TheCompany has a process in place to continuously monitor the same and identify gaps if anyand implement new and/or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.
Directors' Responsibility Statement
The Board of Directors of the Company confirms that:
a. In the preparation of Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
b. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d. The Directors have prepared the Annual Accounts on a going concernbasis;
e. The Directors have laid down an adequate system of internalfinancial control to be followed by the Company and such internal financial controls areadequate and operating efficiently;
f. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and wereoperating effectively.
Performance Evaluation of Board its Committees and Directors
The Nomination and Remuneration Committee and the Board have laid downthe manner in which formal annual evaluation of the performance of the Board CommitteesChairman and individual directors has to be made.
All Directors responded through a structured questionnaire givingfeedback about the performance of the Board its Committees Individual directors and theChairman.
The Company had engaged an external agency to facilitate the process ofannual evaluation of the performance of the Board Committees Chairman and the individualDirectors. The said external agency was responsible to receive the responses from theDirectors to consolidate and analyze their responses and present the same to the Chairmanof the Nomination and Remuneration Committee. The external agency used its IT platform forthe entire board evaluation process right from initiation till conclusion in order toensure that the entire process is done in a confidential transparent and independentmanner without the involvement of the Management or the Company's IT system to ensurean unbiased feedback.
The questionnaires cover the Board composition its structure itsculture its effectiveness its functioning information availability adequatediscussions etc. These questionnaires also cover specific criteria and the grounds onwhich all directors in their individual capacity will be evaluated.
Evaluation of Independent Directors was done by Board includingassessment of their performance and their independence of management.
The Board Performance Evaluation activity was discussed in theIndependent Directors Meeting held on April 30 2021; this included areas of improvementfor the Directors Board processes and related issues for enhanced Board effectiveness.The performance evaluation of the Board its Committees Chairman and Directors was alsoreviewed by the Nomination and Remuneration Committee and the Board of Directors in theirmeetings held on May 3 2021 which showcased the strengths of the Board and areas ofimprovement that had taken place in comparison to the evaluation findings of FY2020. Theobservations made during FY2020 were acted upon appropriately. Overall the Board expressedits satisfaction on the performance evaluation process as well as performance of ChairmanDirectors Committees and Board as a whole.
Disclosure of Remuneration
The details of remuneration as required to be disclosed under the Actand the rules made thereunder are given in the Annexure E' forming part of thisBoard Report.
The information in respect of employees of the Company requiredpursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time is provided in AnnexureF' forming part of this Board Report.
In terms of Section 136(1) of the Act and the rules made thereunderthe Report and Accounts are being sent to the shareholders excluding the aforesaidAnnexure. Any Shareholder interested in obtaining copy of the same may write to theCompany Secretary at the registered office of the Company. None of the employees listed inthe said Annexure are related 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 theInstitute of Company Secretaries of India on Board Meetings and General Meetings.
Protection of Women at Workplace
The Company has constituted an Internal Complaints Committee(ICC') - in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. The ICC has beenconstituted as per the said Act to redress the complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.
During the year under review 3 cases of sexual harassment werereceived on POSH (Policy on prevention of Sexual Harassment) of Women at Workplace. Thesame were resolved and wherever necessary appropriate action was taken by the Company.
Awareness workshops/training programmes are conducted across theCompany to sensitize employees to uphold the dignity of their colleagues at work placeespecially with respect to prevention of sexual harassment.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to Section 129(3) of the Act and Regulation 34 of the LODR andprepared in accordance with the applicable Accounting Standards prescribed by theInstitute of Chartered Accountants of India (ICAI) in this regard.
The Auditors' report to the shareholders does not contain anyqualification observation or comment or adverse remark(s).
In view of the mandatory requirement of the rotation of Auditors'and in accordance with the provisions of the Act Sharp & Tannan (firm registrationnumber 109982W) Chartered Accountants were appointed as Statutory Auditors for a periodof 4 continuous years from the conclusion of 6th Annual General Meeting (AGM)till the conclusion of 10th Annual General Meeting of the Company in the AGMheld on August 222018.
Certificate from the Auditors has been received to the effect that theyare eligible to act as auditors of the Company and their appointment would be within thelimits as prescribed under Section 141 of the Act.
The Auditors have confirmed that they have subjected themselves to thepeer review process of ICAI and hold valid certificate issued by the Peer Review Board ofthe ICAI.
The Auditors have also furnished a declaration confirming theirindependence as well as their arm's length relationship with the Company as well asdeclared that they have not taken up any prohibited non-audit assignments for the Company.
The Audit Committee reviews the independence and objectivity of theAuditors and the effectiveness of the Audit process.
For the financial year 2020-21 the total fees paid by the Company andits subsidiaries on a consolidated basis to the Auditors and all entities in the networkfirm/entity of which the Auditors are a part thereof for all the services provided by themis Rs. 4.69 million.
The Auditors attend the Annual General Meeting of the Company. Also seepage 80 forming part of Annexure 'D' of the Board Report.
Secretarial Audit Report
The Board had appointed Mrs. Naina Desai (M. No.1351) PracticingCompany Secretary to carry out Secretarial Audit under the provisions of Section 204 ofthe Act for the financial year 2020-21. The Board at its meeting held on May 3 2021 haveappointed Alwyn Jay & Co. Company Secretaries Practicing Company Secretary as theSecretarial Auditor for FY2021-22
The Secretarial Audit Report issued by Mrs. Naina Desai PracticingCompany Secretary is attached as Annexure G' to this Board Report.
The Secretarial Auditor's Report to the shareholders does notcontain any qualification or reservation or adverse remark.
Details of Significant and Material Orders Passed by the Regulators orCourts or Tribunals
During the year under review there were no material and significantorders passed by the Regulators or Courts or Tribunals impacting the going concern statusand the Company's operations in future.
As per the provisions of Section 92(3) of the Act the Annual Return ofthe Company for the financial year 2020-21 is available on the website of the Company https://www.ltts.com/investors/corporate-governance.
1. Corporate Governance Report
Pursuant to Regulation 34 read with Schedule V of the LODR a Report onCorporate Governance and a certificate obtained from the Statutory Auditors confirmingcompliance is provided in Annexure D' forming part of this Board Report.
2. Employee Stock Option Scheme
There has been no material change in the Employee Stock Option Scheme 2016 (ESOP Scheme 2016) during the current financial year. The ESOP Scheme-2016 is in compliance with the SBEB Regulations.
The disclosure relating to the ESOP Scheme - 2016 required to be madeunder the Act 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.ltts.com/investors/.
The Statutory Auditors' certificate confirming compliance with theAct and the SBEB Regulations is provided in Annexure D' forming part of thisBoard Report.
3. No disclosure is required under Section 67(3)(c) of the Act 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 managementand the ability to meet its financial obligations. The Company has received CRISILAAA/stable and CRISIL A1+ rating for it's long term and short-term financialinstruments respectively.
5. Vigil Mechanism
As per the provisions of Section 177(9) of the Act the Company isrequired to establish an effective Vigil Mechanism for directors and employees to reportgenuine 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 Policy alsoestablishes adequate safeguards to enable employees to report any instances of leak ofunpublished price sensitive information.
The Company has disclosed information about the establishment of theWhistle-Blower Policy on its website https://www.ltts.com/investors/corporate-governance.During the year no personnel has been declined access to the Audit Committee whereverdesired.
6. Reporting of Frauds
The Auditors of the Company have not reported any instances of fraudcommitted against the Company by its officers or employees as specified under Section143(12) of the Act.
7. Business Responsibility Reporting
As per Regulation 34 of LODR a separate section on BusinessResponsibility Reporting forms a part of the Annual Report (refer pages 118 to 126)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 2020-21 are covered in the same.
8. Statutory Compliance
The Company complies with all applicable laws rules and regulationspays applicable taxes on time ensures taking care of all its stakeholders and initiatessustainable activities and ensures statutory CSR Spend.
The Ministry of Micro Small and Medium Enterprises vide theirNotification dated 2nd November 2018 has instructed all the companiesregistered under the Act with a turnover of more than Rupees Five Hundred crore to getthemselves onboarded on the Trade Receivables Discounting System Platform (TReDS) set upby the Reserve Bank of India. In compliance with this requirement the Company hasregistered itself on TReDS through KredX Early.
The Company has complied with the requirement of submitting a halfyearly return to the MCA within the specified timelines.
Your Directors take this opportunity to thank the customers vendorsacademic institutions Financial Institutions Regulatory Authorities and Stock Exchangesand all the various stakeholders for their continued co-operation and support to theCompany. Your Directors also acknowledge the support and co-operation from the Governmentof India and the Governments of various countries the concerned State Governments andother Government Departments and Governmental Agencies. The Directors appreciate thesignificant contributions made by the employees of the Company and its subsidiaries duringthe year under review and value the contributions made by every member of the LTTS familyglobally.
| ||For and on behalf of the Board |
|Amit Chadha ||S. N. Subrahmanyan |
|CEO & Managing Director ||Vice Chairman_ |
|(DIN: 07076149) ||(DIN: 02255382) |
|Place: Washington USA ||Place: Mumbai India |
|Date : May 3 2021 ||Date : May 3 2021 |