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Larsen & Toubro Ltd.

BSE: 500510 Sector: Engineering
NSE: LT ISIN Code: INE018A01030
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OPEN 1365.50
PREVIOUS CLOSE 1363.15
VOLUME 323242
52-Week high 1395.75
52-Week low 661.05
P/E 14.56
Mkt Cap.(Rs cr) 191,182
Buy Price 1361.45
Buy Qty 200.00
Sell Price 1365.00
Sell Qty 4.00
OPEN 1365.50
CLOSE 1363.15
VOLUME 323242
52-Week high 1395.75
52-Week low 661.05
P/E 14.56
Mkt Cap.(Rs cr) 191,182
Buy Price 1361.45
Buy Qty 200.00
Sell Price 1365.00
Sell Qty 4.00

Larsen & Toubro Ltd. (LT) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting their 75th Annual Report and AuditedFinancial Statements for the year ended 31st March 2020.

FINANCIAL RESULTS:

Particulars 2019-20

2018-19

Rs crore

Rs crore

Profit Before Depreciation exceptional items & tax 7379.43 8576.66
Less: Depreciation amortization impairment and obsolescence 1020.51 999.55
Profit before exceptional items and tax 6358.92 7577.11
Add: Exceptional Items 626.99 1642.35
Profit before tax 6985.91 9219.46
Less: Provision for tax 961.15 2271.13
Profit for the year from continuing operations 6024.76 6948.33
Profit before tax from discontinued operations 865.38 812.40
Less: tax expense of discontinued operations 210.93 269.34
Net profit after tax from discontinued operations 654.45 543.06
Net profit after tax from continuing operations and discontinued operations 6679.21 7491.39
Add: Balance brought forward from the previous year 15046.99 14250.01
Less: Business combination impact

-

3291.90
Less: Ind AS 115 transition adjustment

-

704.04
Less: Ind AS 116 transition adjustment 3.97

-

Less: Dividend paid for the previous year (Including dividend distribution tax) 2754.94 2596.78
Less: Interim dividend paid during the year 1403.89
Less: Loss on remeasurement of the net defined benefits plans / Equity instruments through Other Comprehensive Income 512.96 20.37
Balance available for disposal (which the Directors appropriate as follows) 17050.44 15128.31
Less: Debenture Redemption Reserve 93.27 81.32
Balance to be carried forward 16957.17 15046.99

STATE OF COMPANY AFFAIRS:

The total income for the financial year under review was Rs 85192 crore as against RS84999 crore for the previous financial year registering an increase of 0.23%. The profitbefore tax from continuing operations including exceptional items was RS 6986 crore forthe financial year under review as against RS 9219 crore for the previous financial yearregistering a decrease of 24%. The profit after tax from continuing operations includingexceptional items was RS 6025 crore for the financial year under review as against RS6948 crore for the previous financial year registering a decrease of 13%.

Amount to be carried to reserve:

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

DIVIDEND:

During the Financial Year ended March 31 2020 the Company paid an interim dividend ofRS 10/- (500%) per equity share amounting to RS 1403.89 crore

The Directors recommend payment of dividend of RS 8/- (400%) per equity share of RS 2/-each on the share capital amounting to RS 1123.11 crore for FY 2020.

The total dividend for FY 2020 including the final dividend if approved byshareholders would amount to RS 18/- (900%) per equity share.

The Dividend payment 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 SEBI (Listing obligations & Disclosure Requirements)Regulations 2015 ('SEBI lodr Regulations'). The Policy is provided as Annexure 'G'forming a part of this Board Report and also uploaded on the Company's website at http://investors.larsentoubro.Com/Listing-Compliance.aspx.

CAPITAL & FINANCE:

During the year under review the Company allotted 783249 equity shares of RS 2/-each upon exercise of stock options by the eligible employees under the Employee StockOption Schemes.

On exercise of the conversion option of US$200 million

0.675% convertible bonds due in 2019 the Company has allotted 379388 equity sharesof RS 2/- each against conversion of 7970 fccbs of the face value of US$ 1000 each.Remaining 192030 Bonds of the face value of US$1000 each were redeemed/repaid.

The Company repaid long-term borrowings of USD 492.03 million (approx. RS 3500 crore)during the year under review on scheduled due dates. On the other hand the Company raisedUSD 425 million of foreign currency borrowings for meeting business requirements andcertain capital expenditure.

The Company has issued and allotted on private placement basis Unsecured RatedListed Redeemable Non-convertible Debentures (ncds) aggregating to RS 5900 crore duringthe financial yea Rs 2019-20. The funds raised through issuance of ncds had been utilisedfor capital expenditures long-term working capital business expenses treasuryinvestments and bonafide purposes in the normal course of business. These ncds are listedon the Wholesale Debt Market Segment of National Stock Exchange of India Limited and BSELimited.

Listing of cps

The Company has issued Commercial papers amounting to R 4845 Crore during the FY2019-20.

Pursuant to the SEBI Circular dated octobe Rs 2019 the Company has listed theCommercial papers on BSE Limited.

The Company has not defaulted on any of its dues to the financial lenders.

The Company's borrowings are rated by CRISIL and ICRA. The details of the same aregiven on page 115 in Annexure 'B' - Report on Corporate Governance forming part of thisBoard Report and is also available on the website of the Company.

DIVESTMENT OF ELECTRICAL & AUTOMATION BUSINESS:

As disclosed in our previous Report the Company had on 1st May 2018 signed subject toregulatory approvals definitive agreements with Schneider Electric a global player inenergy management and automation for strategic divestment of its Electrical and Automation(E&A) business for an all-cash consideration of RS 14000 crore. As reported lasttime Schneider Electric had received approval from Competition Commission of India forthe proposed combination vide letter dated 18th April 2019. The process of divestment wasprogressing well. However due to the Covid-19 Pandemic and subsequent lock-down theprocess has been delayed and the Company expects the transaction to close after normalcyis restored.

Capital expenditure:

As at 31st March 2020 the gross property plant and equipment investment property andother intangible assets including leased assets stood at RS 13559.73 crore and the netproperty plant and equipment investment property and other intangible assets includingleased assets at RS 8637.58 crore. Capital Expenditure during the year amounted to RS1370.51 crore.

DEPOSITS:

The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013. The Company does not have any unclaimed deposits asof date. All unclaimed deposits have been transferred to Investor Education &Protection Fund.

Pursuant to the Ministry of Corporate Affairs (MCA) notification amending the Companies(Acceptance of Deposits) Rules 2014 the Company has filed with the Registrar ofCompanies (roc) the requisite returns for outstanding receipt of money/loan by theCompany which is not considered as deposits.

Depository SYSTEM:

As the members are aware the Company's shares are compulsorily tradable in electronicform. As on 31st March 2020 98.68% of the Company's total paid up capital representing1385296740 shares are in dematerialized form.

SEBI LODR Regulations mandate that the transfer except transmission and transpositionof securities are to be carried out in dematerialized form only with effect from 1st April2019. In view of the numerous advantages offered by the Depository system as well as toavoid frauds members holding shares in physical mode are advised to avail of the facilityof dematerialization from either of the depositories. Accordingly any investor desirousof transferring shares (which are held in physical form) can transfer only after theirshares are dematerialized.

Further in adherence to SEBI's circular to enhance the due-diligence fordematerialization of the physical shares the Company has provided the static database ofthe shareholders holding shares in physical form to the depositories to augment theintegrity of its existing systems and enable the depositories to validate anydematerialization request.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has been regularly sending communications to members whose dividends areunclaimed requesting them to provide/update bank details with RTA/Company so thatdividends paid by the Company are credited to the investor's account on time. Efforts arealso made by the Company in co-ordination with the Registrar to locate the shareholderswho have not claimed their dues.

Despite these efforts an amount of RS 52714490 which was due & payable andremained unclaimed and unpaid for a period of seven years was transferred to Investoreducation & protection Fund (iepf) as provided in section 125 of the Companies Act2013 and the rules made thereunder. Cumulatively the amount transferred to the said fundwas RS 296128286 as on 31st March 2020.

In accordance with the provisions of the Section 124(6) of the Companies Act 2013 andRule 6(3)(a) of the Investor education and protection Fund Authority (Accounting Audittransfer and Refund) Rules 2016 ('iepf Rules') the Company has transferred 247300equity shares of RS 2 each (0.02% of total number of shares) held by 2709 shareholders(0.24% of total shareholders) to IEPF. The said shares correspond to the dividend whichhad remained unclaimed for a period of seven consecutive years from the financial yea Rs2011-12. Subsequent to the transfer the concerned shareholders can claim the said sharesalong with the dividend(s) by making an application to IEPF Authority in accordance withthe procedure available on www.iepf.gov.in and on submission of such documents asprescribed under the IEPF Rules.

The Company sends specific advance communication to the concerned shareholders at theiraddress registered with the Company and also publishes notice in newspapers providing thedetails of the shares due for transfer so as to enable them to take appropriate action.All corporate benefits accruing on such shares viz. Bonus shares etc. Including dividendexcept right shares shall be credited to IEPF.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES:

During the year under review the Company subscribed to / acquired equity / preferenceshares in various subsidiary / associate / joint venture companies. The details of

Investments / divestments in subsidiary companies during the year are as under:

A) Shares acquired during the year:

Name of the Company Type of Shares No. Of shares
L&T Shipbuilding Limited (Note 1) Equity 13320000
Mindtree Limited (Note 2) Equity 100527734
L&T Construction Machinery Limited (Note 3) Equity 199132091
L&T Construction Equipment Limited (Note 3) Equity 471600
L&T Construction Equipment Limited (Note 3) Preference 648300000

Note:

1. The Company had acquired the entire stake held by Tamil Nadu Industrial DevelopmentCorporation (TIDCO) in L&T Shipbuilding Limited thereby making it a wholly ownedsubsidiary of the Company. Subsequently pursuant to the National Company Law Tribunal(Mumbai & Chennai bench) approval for the Scheme of Amalgamation L&T ShipbuildingLimited has merged with the Company (appointed date 1st April 2019 and effective date 18thMay 2020).

2. The Company acquired 32760229 equity shares of Mindtree Limited pursuant to theShare Purchase Agreement. Further 16442134 equity shares of Mindtree Limited have beenacquired in the open market and 51325371 equity shares have been acquired through openoffer.

3. Pursuant to the approval of the Composite Scheme of Amalgamation & Arrangementbetween L&T Realty Limited (LTR) L&T Construction Equipment Limited (LTCEL) andL&T Construction Machinery Limited (LTCML) by National Company Law Tribunal Mumbaibench (appointed date 1st April 2018 and effective date 17th May 2020) LTR has beenamalgamated into LTCEL and the manufacturing business of LTCEL has been demerged intoLTCML. As consideration towards this amalgamation and demerger the Company has beenallotted 199132091 equity shares of RS 10 each by L&T Construction MachineryLimited and 471600 equity shares of RS 10 each and 648300000 12% non-convertiblepreference shares of RS 10 each by L&T Construction Equipment Limited.

B) Equity shares sold / transferred / reduced during the year:

Name of the Company Number of shares
L&T Technology Services Limited (Note 1) 4063632
L&T Kobelco Machinery private Limited (LTKM) (Note 2) 25500000

Pursuant to the amendment agreement entered by the Company with Canadian Pension PlanInvestment Board (CCPIB) L&T Infrastructure Development projects Limited (L&Tidpl) a wholly owned subsidiary of the Company has allotted 308462468 equity sharesto ccpib India private Holdings Inc. Accordingly the Company presently holds 51% inL&T idpl.

Note:

1. The Company had sold shares of L&T Technology Services Limited in the openmarket and through offer for Sale towards achieving the minimum public shareholding norm.Pursuant to this sale the present public shareholding in L&T technology ServicesLimited is more than 25% and is in compliance of SEBI requirements.

2. Sale of 51% stake of L&T in crkm to the JV partner is in line with L&T'sstrategy to move away from the non-core businesses.

C) Companies Struck off:

L&T Cassadian Limited has applied to the Ministry of Corporate Affairs for strikeoff under the provisions of Companies Act 2013 and is awaiting approval for the same.

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

A statement containing the salient features of the financial statement of subsidiary /associate / joint venture companies and their contribution to the overall performance ofthe Company is provided on pages 594 to 607 of this Annual Report.

The Company has formulated a policy on identification of material subsidiaries in linewith Regulation 16(c) of the SEBI lodr Regulations and the same is placed on the websiteat http://investors.larsentoubro.com/ Listing-Compliance.aspx. The Company does nothave any material subsidiaries.

PARTICULARS of loans GIVEN INVESTMENTS Made guarantees given or security provided

BY THE 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 Regulation 34(3) and Schedule V of the SEBI lodr Regulations in Note 58 forming partof the financial statement.

PARTICULARS of contracts or ARRANGEMENTS WITH RELATED PARTIES:

The Audit Committee and the Board of Directors have approved the Related partyTransactions policy signifying the individual threshold limits for each transaction andthe same has been uploaded on the Company's website http://investors.larsentoubro.com/Listing-Compliance.Aspx.

The Company has a process in place to periodically review and monitor Related partyTransactions.

All the related party transactions were in the ordinary course of business and at arm'slength. The Audit Committee has approved the related party transactions for the FY 2019-20and estimated related party transactions for FY 2020-21.

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

MATERIAL CHANGES AND commitments AFFECTING THE FINANCIAL position of THE companybetween the end of THE FINANCIAL YEAR AND THE DATE of THE report:

The Company had filed a petition for merger of L&T Shipbuilding Limited with theCompany. The amalgamation was approved by National Company Law Tribunals at Mumbai &Chennai. L&T Shipbuilding Limited has thus merged with the Company (appointed date 1stApril 2019 and effective date 18th May 2020).

There are no other material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report.

Company response to covid-19

During March 2020 the covid pandemic increased rapidly forcing Governments of mostcountries to enforce a lockdown of all activities. Heeding to the various guidelinesissued in India by the Central and State Governments and abroad by various agencies on theCovid-19 pandemic all establishments offices & factories of the Company had shutdown operations from March 25 2020. Your Company immediately took several measures toensure health and safety of its workers and other employees and thereafter steps weretaken to ensure business continuity of essential services including Security and ITlights-on operations. Special permissions were also taken for ensuring that very criticaloperations such as defence business dewatering in Metro projects etc. Continued with allthe precautionary measures.

A Decision Response team was formed which consisted of members from the ExecutiveCommittee to assess the situation and take appropriate decisions. Smaller teams/ taskforces were set up at each location / site / factory / manufacturing units etc toregularly monitor the situation.

Your Company employs more than 250000 contract labourers around various sites in Indiaand abroad. Your Company set up labour camps at their sites to house these labourersincluding migrant labourers. During the lockdown period your Company ensured foodshelter and medical facilities in these labour camps and timely remittance of wages toworkmen and payments to subcontractors directly to their bank accounts.

Your Company along with its subsidiary companies and employees who donated two dayssalary contributed RS 150 Crore to the PM-CARES Fund responding to the call given byHon'ble Prime Minister of India. Additionally your Directors Executive Committeemembers with equivalent contribution from the Company contributed RS 5.58 crore to thePM CARES fund. Your Company also provided a wide range of material assistance viz.donated medical equipment to various hospitals and other institutions distributed grocerykits and cooked food to doctors sanitation workers stranded families and migrantworkers. Your Company has also extended its technological expertise to partner with civicauthorities and the police to set up monitoring systems and manage Command & ControlCenters. Such centers are in operation in ove Rs 20 cities including Mumbai Pune NagpurPrayagraj Ahmedabad Visakhapatnam and Hyderabad. As of date your Company hasre-purposed sections of hospitals in Delhi Dwarka Bettiah Puducherry Kolkata andGorakhpur to meet the needs of COVID patients.

For the quarter ended 31 March 2020 the impact due to COVID 19 on your Company'srevenues and net profits was approximately RS 1800 crore and R 400 crore respectively.This was due to stoppage of work in almost all the sites for the last part of March 2020as well as the disruption to the last mile work like physical inspection customerclearance etc. that could not be completed due to lockdown restrictions.

Your Company resumed partial service of operations from April 14 2020 afterimplementation of standard protocols in line with the guidelines prescribed. As on thedate of this report your Company has resumed work in all offices/manufacturing unitsbarring some establishments in Maharashtra where the employees continue to Work from Home.90% of the domestic project sites of the Company are working with restricted labourcapacity. The Company is remobilizing the workmen as a significant percentage of themigrant workmen have gone back to their villages.

All international sites have also resumed work after some interruptions. Employees areworking in a staggered manner with mandatory rotation on a periodic basis and in adherenceto all the safety protocols.

In fact all the plants and office establishments that have started functioning haveimplemented safety and hygiene protocols like wearing of face masks social distancingnorms workplace sanitation and employee awareness programmes. The protocols are regularlyreviewed and updated based on revisions in guidelines received from authorities concernedfrom time to time.

With the graded opening of sites and factories the Company is making every effortpossible to make up for the lost time due to the pandemic during the year. The impact ofthe lockdown disruption is being assessed from time to time. A lot depends on the successof the various pandemic containment efforts being undertaken by the State and CentralGovernment and Health authorities.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required to be given under Section 134(3) (m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is provided in Annexure 'A' forming part of this BoardReport.

RISK MANAGEMENT:

The Risk Management Committee was reconstituted during the year and comprises of Mr.Adil Zainulbhai Mr. Sanjeev Aga and Mr. Subramanian Sarma Directors of the Company. Mr.Adil Zainulbhai 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. The risk assessment includes review ofstrategic risks of the group at the domestic and international level including Sectoraldevelopments risk related to market financial geographical political and reputationalissues Environment Social and Governance (ESG) risks cyber security and riskminimization initiatives. The Committee periodically reviews the risk to ensure thatexecutive management controls risk by means of a properly designed framework.

A detailed note on risk management is given under financial review section of theManagement Discussion and Analysis on pages 331 to 334 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee comprises of Mr. M. M. Chitale Mr. R.Shankar Raman and Mr. D. K. Sen as the Members. Mr. Chitale is the Chairman of theCommittee.

The CSR policy framework is available on its website Http://investors.larsentoubro.com/Listing-Compliance.

Aspx.

A brief note regarding the Company's initiatives with respect to CSR is given inAnnexure 'B' - Report on Corporate Governance forming part of this Board Report. Pleaserefer to pages 105 to 107 of this Annual Report.

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 aregiven in Annexure 'C' forming part of this Board Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED:

Mr. Akhilesh Gupta ceased to be an Independent Director of the Company w.e.f. 8thSeptembe Rs 2019 on account of completion of his term as Independent Director.

Mr. Arvind Gupta Nominee Director representing equity interest of the Administrator ofthe Specified Undertaking of the Unit Trust of India (SUUTI) on the Board of the Companyhas demitted the office as a Nominee Director of the Company with effect from 26th March2020 on account of withdrawal of his nomination by SUUTI pursuant to divestment of theirstake held in the Company.

Mr. Thomas Mathew T. Ceased to be an Independent Director of the Company w.e.f. 2ndApril 2020 on account of completion of his term as Independent Director.

Mr. Ajay Shankar ceased to be an Independent Director of the Company w.e.f. 29th May2020 on account of completion of his term as Independent Director.

Mr. N. Hariharan Executive Vice-President & Company Secretary superannuated fromthe services of the Company with effect from 1st January 2020.

The Board places on record its appreciation towards valuable contribution made by themduring their tenure as Directors and Key Managerial Personnel of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardat its Meeting held on 23rd Octobe Rs 2019 approved the appointment of Mr. Sivaram Nair Aas the Company Secretary and Compliance Officer with effect from 2nd January 2020.

The Board has re-appointed Mr. D. K. Sen as a Wholetime Director of the Company from1st Octobe Rs 2020 to 7th April 2023 subject to the approval of the shareholders.

The Board has re-appointed Mr. A M Naik as nonexecutive Chairman of the Company for aperiod of 3 years from 1st Octobe Rs 2020 subject to the approval of the shareholders.

Mr. Subramanian Sarma Ms. Sunita Sharma and Mr. A M Naik retire by rotation at theensuing AGM and being eligible offer themselves for re-appointment.

The notice convening the AGM includes the proposal for 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://investors.larsentoubro. Com/Listing-Compliance.aspx.

The Company has also disclosed on its website http://investors.larsentoubro.com/Listing-Compliance.aspxdetails of the familiarization programs to educate the Directors regarding theirroles rights and responsibilities in the Company and the nature of the industry in whichthe Company operates the business model of the Company etc.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

This information is given in Annexure 'B' - Report on Corporate Governance forming partof this Report. Members are requested to refer to pages 92 and 93 of this Annual Report.

AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and Regulation 18 of the SEBI LODRRegulations. The details relating to the same are given in Annexure 'B' - Report onCorporate Governance forming part of this Board Report. Members are requested to refer topages 98 to 100 of this Annual Report.

COMPANY POLICY ON DIRECTORS' APPOINTMENT AND Remuneration:

The Company has in place a Nomination and Remuneration Committee in accordance with therequirements of the Companies Act 2013 read with the rules made thereunder and Regulation19 of the SEBI LODR Regulations. The details relating to the same are given in Annexure'B' - Report on Corporate Governance forming part of this Board Report. Members arerequested to refer to pages 100 to 104 of this Annual Report.

The Committee has formulated a policy on Directors' appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and seniormanagement personnel composition and the criteria for determining qualificationspositive attributes and independence of a Director. The Nomination and Remuneration Policyis provided as Annexure 'H' forming part of this Board Report and is also disclosed on theCompany's website at http://investors.larsentoubro.com/Listing-Compliance.aspx.

The Committee has also formulated a separate policy on Board Diversity.

Declaration OF independence:

The Company has received Declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from Independent Directors confirming that he/she is notdisqualified from appointing/continuing as Independent Director as laid down in section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI LODR Regulations. Thesame are also displayed on the website of the Company http://investors.larsentoubro.Com/Listing-Compliance.aspx. The Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Companies Act 2013.

The Independent Directors of the Company have registered / in the process ofregistering themselves with the data bank maintained by Indian Institute of CorporateAffairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies(Appointment & Qualification of Directors) Rules 2014 the Independent Directors arerequired to undertake online proficiency self-assessment test conducted by the IICA withina period of one (1) year from the date of inclusion of their names in the data bank. Thesaid online proficiency self-assessment test will be undertaken by the IndependentDirectors of the Company as applicable within the prescribed timelines.

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 attached as Annexure 'F' to this Report.

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 judgements 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section134(5) (e) of the Companies Act 2013. For the year ended 31st March 2020 the Board is ofthe opinion that the Company has sound IFC commensurate with the nature and size of itsbusiness operations and operating effectively and no material weakness exists. The Companyhas a process in place to continuously monitor the same and identify gaps if any andimplement new and/or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES Directors And CHAIRMAN:

The Nomination & Remuneration Committee and the Board have laid down the manner inwhich formal annual evaluation of the performance of the Board committees individualdirectors and the Chairman has to be made. All Directors responded through a structuredquestionnaire giving feedback about the performance of the Board its CommitteesIndividual directors and the Chairman.

For the year under review the questionnaire was modified suitably to includequalitative criteria based on the comments and suggestions received from IndependentDirectors. As in the previous years an external consultant was engaged to receive theresponses of the Directors and consolidate/ analyze the responses. The same externalconsultant's IT platform was used from initiation till conclusion of the entire boardevaluation process.

This ensured that the process was transparent and Independent of involvement of theManagement or the Company. This has enabled unbiased feedback.

The Board Performance Evaluation inputs including areas of improvement for theDirectors Board processes and related issues for enhanced Board effectiveness werediscussed in the meeting of the Independent Directors held on 18th May 2020 and in thesubsequent meeting of Nomination and Remuneration Committee and the Board.

Most of the suggestions from the Board Evaluation exercise of FY 2019-20 have beensuitably implemented such as considering qualitative criteria for performance evaluationexercise.

DISCLOSURE OF REMUNERATION:

The details of remuneration as required to be disclosed under the Companies Act 2013and the rules made thereunder are given in Annexure 'D' forming part of this Boardreport.

The information 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) Rules2014 as amended from time to time is provided in Annexure 'I' forming part of thisreport. In terms of Section 136(1) of the Act and the rules made thereunder the Reportand Accounts are being sent to the shareholders excluding the aforesaid Annexure. AnyShareholder interested in obtaining a copy of the same may write to the Company Secretaryat the Registered Office of the Company. None of the employees listed in the said Annexureis related to any Director of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON 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 formulated a policy on 'Protection of Women's Rights at Workplace' asper the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013. The policy has been widely disseminated. The Company hasconstituted Internal Complaints Committees as per the above Act.

No complaint was received in the Company during the F.Y. 2019-20.

In addition to the continuous online awareness programs more than 100 awarenessworkshops and training programs were conducted during the year across the Company tosensitize employees to uphold the dignity of their colleagues at workplace specially withrespect to prevention of sexual harassment.

OTHER DISCLOSURES:

• Esop Disclosures: There has been no material change in the employee Stock optionSchemes (esop schemes) during the current financial year. The esop Schemes are incompliance with Securities and exchange Board of India (Share Based employee Benefit)Regulations 2014 ("SBEB Regulations").

The disclosures relating to esops required to be made under the provisions of theCompanies Act 2013 and the rules made thereunder and the SBEB Regulations is provided onthe website of the Company http:// investors.larsentoubro.com/Listing-Compliance.aspx.

The certificate obtained from the Statutory Auditors confirming compliance with theCompanies Act 2013 and the SBEB Regulations is also provided in Annexure 'B' forming partof this Report.

• Corporate Governance: Pursuant to Regulation 34 of the SEBI lodr Regulations aReport on Corporate Governance and a certificate obtained from the Statutory Auditorsconfirming compliance are provided in Annexure 'B' forming part of this Report.

• Integrated Reporting: Pursuant to SEBI Circular on Integrated Reporting theCompany is complying with the applicable requirements of the Integrated ReportingFramework. The Sustainability Report has been replaced by an Integrated Report whichtracks the sustainability performance of the organization and its interconnectedness withthe financial performance showcasing how the Company is adding value to its stakeholders.

The Integrated Report encompasses areas such as Corporate Governance the IR &Sustainability Structure Sustainability Roadmap 2021 Risks & opportunitiesenhancement of Financial Capital Manufactured Capital Intellectual Capital HumanCapital Natural Capital and Social & Relationship Capital and alignment tosustainable development goals. It also covers strategy business model and resourceallocation.

The integrated Report for the yea Rs 2018-19 is available on the Company's website http://www.Larsentoubro.com/corporate/sustainability/integrated- report/ and the report for theyea Rs 2019-20 shall be published shortly.

• Statutory Compliance: The Company complies with all applicable laws andregulations pays applicable taxes on time takes care of all its stakeholders ensuresstatutory CSR spend and initiates sustainable activities.

• MSME: The Ministry of Micro Small and Medium Enterprises vide theirNotification dated 2nd Novembe Rs 2018 has instructed all the Companies registered underthe Companies Act 2013 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 the service providers Receivables Exchange of IndiaLimited (RXIL).

The Company complies with the requirement of submitting a half yearly return to theMinistry of Corporate Affairs within the prescribed timelines.

• IBC: There is no Corporate Insolvency Resolution process initiated under theInsolvency and Bankruptcy Code 2016 (IBC).

VIGIL MECHANISM:

As per the provisions of Section 177(9) of the Companies Act 2013 ('Act') the Companyis required to establish an effective Vigil Mechanism for directors and employees toreport genuine concerns.

The Company has a Whistle-blower Policy in place since 2004 to encourage and facilitateemployees to report concerns about unethical behaviour actual/ suspected frauds andviolation of Company's Code of Conduct or Ethics Policy. The Policy has been suitablymodified to meet the requirements of Vigil Mechanism under the Companies Act 2013. Thepolicy provides for adequate safeguards against victimisation of persons who avail thesame and provides for direct access to the Chairperson of the Audit Committee. The policyalso establishes adequate mechanism to enable employees report instances of leak ofunpublished price sensitive information. The Audit Committee of the Company oversees theimplementation of the Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle BlowerPolicy on its website http://investors.larsentoubro.com/corporateaovernance. Aspx.During the year no person has been declined access to the Audit Committee whereverdesired.

Also see page 108 forming part of Annexure 'B' of this Board Report.

BUSINESS RESPONSIBILITY REPORTING:

As per Regulation 34 of the SEBI LODR Regulations a separate section on BusinessResponsibility Reporting forms a part of this Annual Report (refer pages 22 to 43).

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.

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 LODRRegulations and prepared in accordance with the Indian Accounting Standards (Ind AS)notified under the Companies (Indian Accounting Standards)

Rules 2015 and amendments thereof issued by the Ministry of Corporate Affairs inexercise of the powers conferred by section 133 of the Companies Act 2013.

AUDIT REPORT:

The Auditors' report to the shareholders does not contain any qualificationobservation or adverse comment.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report issued by M/s. S. N. Ananthasubramanian & Co. CompanySecretaries is attached as Annexure 'E' forming part of this Board Report.

AUDITORS:

In view of the mandatory rotation of auditors' requirement and in accordance with theprovisions of Companies Act 2013 M/s. Deloitte Haskins & Sells LLP were appointed asStatutory Auditors for a period of 5 continuous years from the conclusion of 70th AnnualGeneral Meeting till the conclusion of 75th Annual General Meeting of the Company.

Accordingly in terms of Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 the present Statutory Auditors of the Company M/sDeloitte Haskins & Sells LLP would hold office until the conclusion of the ensuingAnnual General Meeting. They have expressed their willingness to be reappointed for afurther term.

The Board of Directors of the Company after considering the recommendation of theAudit Committee recommends the re-appointment of M/s Deloitte Haskins & Sells LLP forthe 2nd and final term of five consecutive years from the conclusion of this ensuing 75thAnnual General Meeting till the conclusion of 80th Annual General Meeting of the Company.

M/s Deloitte Haskins & Sells LLP has submitted their confirmation to the effectthat they continue to satisfy the criteria provided in Section 141 of the Companies Act2013 and that their appointment is within the limits prescribed under Section 141(3)(g) ofthe Act.

The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.

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

The Auditors attend the Annual General Meeting of the Company.

The Notice convening the AGM includes a resolution for their re-appointment. The termsand conditions of their appointment including remuneration are specified in theexplanatory statement which is a part of the notice convening the AGM.

Also see pages 108 and 109 forming part of Annexure 'B' of this Board Report.

REPORTING OF FRAUD:

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.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act 2013 and as per theCompanies (Cost Records and Audit) Rules 2014 and amendments thereof the Board on therecommendation of the Audit Committee at its meeting held on 5th June 2020 has approvedthe appointment of M/s R. Nanabhoy & Co. Cost Accountants as the Cost Auditors forthe Company for the financial year ending 31st March 2021 at a remuneration of RS 13lakhs.

A proposal for ratification of remuneration of the Cost Auditor for the financial yeaRs 2020-21 is placed before the shareholders.

The Report of the Cost Auditors for the financial year ended 31st March 2020 is underfinalization and shall be filed with the Ministry of Corporate Affairs within theprescribed period.

The provisions of Section 148(1) of the Companies Act 2013 are applicable to theCompany and accordingly the Company has maintained cost accounts and records in respect ofthe applicable products for the year ended 31st March 2020.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers supply chain partnersemployees Financial Institutions Banks Central and State Government authoritiesRegulatory authorities Stock Exchanges and all the various stakeholders for theircontinued co-operation and support to the Company. Your Directors also wish to recordtheir appreciation for the continued co-operation and support received from the JointVenture partners / Associates.

For and on behalf of the Board

A. M. Naik

Group Chairman

(DIN: 00001514)
Date : 5th June 2020
Place : Mumbai

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