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Larsen & Toubro Ltd.

BSE: 500510 Sector: Engineering
NSE: LT ISIN Code: INE018A01030
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OPEN 1447.00
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VOLUME 134195
52-Week high 1606.70
52-Week low 1183.40
P/E 31.86
Mkt Cap.(Rs cr) 200,819
Buy Price 1430.25
Buy Qty 149.00
Sell Price 1431.50
Sell Qty 16.00
OPEN 1447.00
CLOSE 1441.90
VOLUME 134195
52-Week high 1606.70
52-Week low 1183.40
P/E 31.86
Mkt Cap.(Rs cr) 200,819
Buy Price 1430.25
Buy Qty 149.00
Sell Price 1431.50
Sell Qty 16.00

Larsen & Toubro Ltd. (LT) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting their 73rd Annual Report and AuditedFinancial Statements for the year ended 31st March 2018.

FINANCIAL RESULTS:

Particulars 2017-18 2016-17
Rs. crore Rs. crore
Profit Before Depreciation exceptional items & Tax 7881.31 7079.06
Less: Depreciation amortization impairment and obsolescence 1049.46 1215.19
Profit before exceptional items and tax 6831.85 5863.87
Add: Exceptional Items 430.53 893.97
Profit before tax 7262.38 6757.84
Less: Provision for tax 1875.08 1304.10
Profit for the period carried to Balance Sheet 5387.30 5453.74
Add: Balance brought forward from previous year 1 1225.53 7710.27
Less: Dividend paid during the previous year (Including dividend distribution tax) 2278.69 1842.71
Add: Gain/(Loss) on remeasurement of the net defined benefit plans 2.50 (8.02)
Add: Transfer under scheme of arrangement 15.55 _
Balance available for disposal (which the Directors appropriate as follows) 14352.19 11313.28
Less: Debenture Redemption Reserve 102.18 87.75
Balance to be carried forward 14250.01 1 1225.53

The Directors recommend payment of final dividend of Rs.16 per equity share of Rs.2/-each on 1401369456 shares.

CAPITAL & FINANCE:

During the year under review the Company allotted 1638898 equity shares of Rs.2/-each upon exercise of stock options by the eligible employees under the Employee StockOption Schemes.

The shareholders of the Company approved the issue of bonus shares in the ratio of 1:2(1 bonus share for every 2 shares held) through postal ballot on 5th July 2017. TheCompany accordingly allotted 466764755 bonus shares on 15th July 2017.

The Company reduced long-term borrowings during the year under review by way ofrepayment of foreign currency borrowings worth US$ 171 million on scheduled due dates.Additionally the Company refinanced USD 470 million of external commercial borrowingswhile retaining existing maturities to take benefit of the prevailing interest rates inthe market. The Company did not raise any fresh long-term borrowings during FY2017-18.

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

CRISIL has assigned AAA (Stable) rating for L&T's longterm debt facilities. Inaddition ICRA also has assigned AAA (Stable) rating for certain borrowings of theCompany.

DIVESTMENT OF ELECTRICAL & AUTOMATION BUSINESS:

Subsequent to the year under review on 1st May 2018 the Company has signed subjectto regulatory 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.

The divestment of E&A business is in line with the Company's stated intent ofunlocking value within the existing business portfolio to streamline and allocate capitaland management focus for creating long-term value for our stakeholders. The Companybelieves that the partnership with Schneider is win-win for our employees businesspartners and shareholders.

CAPITAL EXPENDITURE:

As at 31st March 2018 the gross property plant and equipment investment property andother intangible assets including leased assets stood at Rs.10935.39 crore and the netproperty plant and equipment investment property and other intangible assets includingleased assets at Rs.7593.40 crore. Capital Expenditure during the year amounted toRs.1136.78 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.

DEPOSITORY SYSTEM:

As the members are aware the Company's shares are compulsorily tradable in electronicform. As on 31st March 2018 98.2% of the Company's total paid up capital representing1376198681 shares are in dematerialized form.

SEBI has proposed to prohibit transfer of shares in physical form. In view of thenumerous advantages offered by the Depository system as well as to avoid frauds membersholding shares in physical mode are advised to avail of the facility of dematerializationfrom either of the depositories.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company sends reminder letters to all shareholders whose dividends are unclaimedso as to ensure that they receive their rightful dues. Efforts are also made by theCompany in co-ordination with its Registrar to locate the shareholders who have notclaimed their dues.

During the year the Company has transferred a sum of Rs.32469075 to InvestorEducation & Protection Fund (IEPF) the amount which was due & payable andremained unclaimed and unpaid for a period of seven years as provided in section 125 ofthe Companies Act 2013 and the rules made thereunder. Despite the reminder letters sentto each shareholder this amount remained unclaimed and hence was transferred.Cumulatively the amount transferred to the said fund was Rs.204100830 as on March 312018.

Pursuant to SEBI circular dated April 20 2018 the Company has sent communications tomembers whose dividends are unclaimed requesting them to provide/ update bank details withthe RTA/Company so that dividends paid by the Company are credited to the investor'saccount on time.

In accordance with the provisions of the Section 124(6) and Rule 6(3)(a) of theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ('IEPF Rules') the Company has transferred 1288543 equity shares of Rs.2each (0.09% of total number of shares) held by 1 1756 shareholders (1.25% of totalshareholders) to IEPF. The said shares correspond to the dividend which had remainedunclaimed for a period of seven consecutive years from the financial year 2009-10.Subsequent to the transfer the concerned shareholders can claim the said shares alongwith the dividend(s) by making an application to IEPF Authority

in accordance with the procedure available on www.iepf.gov.in and on submission of suchdocuments as prescribed 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 news papers providing thedetails of the shares due for transfer and for taking appropriate action. The shareholder/claimant can file only one consolidated claim in a financial year as per the IEPF rules.All corporate benefits accruing on such shares viz. bonus shares etc. including dividendshall be credited to IEPF.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

During the year under review the Company subscribed to/acquired equity/preferenceshares in various subsidiary/joint venture companies. These subsidiaries include companiesin financial services power defence and infrastructure sectors. The details ofinvestments/ 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 Cassidian Limited Equity 13000
L&T Finance Holdings Limited Equity 107810899
L&T Metro Rail (Hyderabad) Limited Equity 144784161
L&T MBDA Missile Systems Limited Equity 25500
L&T Uttaranchal Hydropower Limited Preference Shares 189800000
L&T Special Steels & Heavy Forgings Private Limited Preference Shares 475080000
L&T Shipbuilding Limited Preference Shares 618329988

B) Equity shares sold/transferred during the year:

Name of the Company Number of shares
EWAC Alloys Limited (Note 1) 829440
L&T Cutting Tools Limited (Note 2) 68000
L&T Technology Services Limited (Note 3) 468292
Larsen & Toubro Infotech Limited (Note 3) 1056363
L&T Devihalli Hassan Tollway Limited 100
L&T Krishnagiri Walajahpet Tollway Limited 2600

Note:

1. The Company has sold its entire stake in EWAC Alloys Limited a wholly ownedsubsidiary to ESAB Holdings Limited.

2. The Company has sold its entire stake in L&T Cutting Tools Limited a whollyowned subsidiary to IMC International Metalworking Companies B. V.

3. The Company has sold shares of L&T Technology Services Limited and Larsen &Toubro Infotech Limited in the open market towards partly meeting its mandatory obligationto reduce promoter shareholding in these companies.

C) Companies merged/demerged during the year:

Spectrum Infotech Private Limited a wholly owned subsidiary of the Company was mergedwith the Company. The Scheme of Amalgamation was approved by National Company LawTribunal Mumbai bench vide order dated February 21 2018 and by National Company LawTribunal Bangalore bench vide order dated March 27 2018. Appointed date was April 12017 and effective date was May 10 2018.

D) Companies Struck off:

During the year under review the following companies applied to the Ministry ofCorporate Affairs for strike off under the provisions of Companies Act 2013:

Name of the Company

L&T Cassidian Limited Seawoods Retail Private Limited Seawoods Realty PrivateLimited

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

A statement containing the salient features of the financial statement ofsubsidiary/associate/joint venture companies and their contribution to the overallperformance of the Company is provided on pages 463 to 472 of this Annual Report.

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 athttp://investors.larsentoubro.com/Listing-Compliance. aspx. The Company does not have anymaterial subsidiaries.

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 37 and 38 forming part of the financialstatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Audit Committee and the Board of Directors have approved the Related PartyTransactions Policy and the 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 all related party transactions for the FY 2017-18and estimated transactions for FY 2018-19.

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

STATE OF COMPANY AFFAIRS:

The total income for the financial year under review was Rs.76496 crore as againstRs.68216 crore for the previous financial year registering an increase of 12%.

The profit before tax from continuing operations including exceptional items wasRs.7262 crore for the financial year under review as against Rs.6758 crore for theprevious financial year registering an increase of 7%. The profit after tax fromcontinuing operations including exceptional items was Rs.5387 crore for the financialyear under review as against Rs.5454 crore for the previous financial year registering adecrease of 1%.

AMOUNT TO BE CARRIED TO RESERVE:

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

DIVIDEND:

The Directors recommend payment of dividend of Rs.16 (800%) per equity share of Rs.2/-each (previous year Rs.14) on the share capital amounting to approx. Rs.2600 crore(including DDT amounting to Rs.358 crore).

The Dividend is based upon the parameters mentioned in the Dividend Distribution Policyapproved by the Board of Directors of the Company which is in line with regulation 43A ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. The Policyis annexed as Annexure 'G' forming a part of this Board Report and also uploaded on theCompany's website at http://investors. larsentoubro.com/Listing-Compliance.aspx.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

Other than as stated elsewhere in this report there are no material changes andcommitments affecting the financial position of the Company between the end of the currentfinancial 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) 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 comprises of Mr. S. N. Subrahmanyan Mr. R. Shankar Ramanand Mr. Subramanian Sarma. 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 230 to 232 of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee comprises of Mr. Vikram Singh Mehta Mr.R. Shankar Raman and Mr. D. K. Sen. Mr. Vikram Singh Mehta is the Chairman of theCommittee.

The CSR policy framework is available on its websitehttp://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 Page 80 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 are given in Annexure 'C' forming part of this Board Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR:

Mr. Sushobhan Sarker nominee of Life Insurance Corporation of India resigned asDirector of the Company on 2nd May 2018. The Board places on record its appreciation ofthe contribution by Mr. Sarker as Director of the Company.

The Board has appointed Mr. Hemant Bhargava as a Director in the casual vacancypursuant to the resignation of Mr. Sushobhan Sarker with effect from 28th May 2018. Mr.Bhargava is the nominee of Life Insurance Corporation of India. As per the provisions ofSection 161(4) of the Companies Act 2013 Mr. Bhargava will hold office till the ensuingAGM and is eligible for appointment.

Mr. Subramanian Sarma Mrs. Sunita Sharma Mr. A.M Naik and Mr. D. K. Sen retire byrotation at the ensuing AGM and being eligible offer themselves for re-appointment.

The notice convening the AGM includes the proposal for appointment/re-appointment ofDirectors.

Special resolutions for continuation of Mr. A. M. Naik as a Non-Executive Director whohas attained the age of 75 years and for payment of remuneration to him which exceeds 50%of the total remuneration payable to all Non-Executive Directors taken together formspart of the Notice being sent to the shareholders.

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.aspx details of the familiarization programsto educate the Directors regarding their roles rights and responsibilities in the Companyand the nature of the industry in which the Company operates the business model of theCompany 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 70 and 71 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(Listing Obligations & Disclosure Requirements) Regulations 2015. The detailsrelating to the same are given in Annexure 'B'-Report on Corporate Governance forming partof this Board Report. Members are requested to refer to pages 73 to 75 of this AnnualReport.

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 (Listing Obligations & Disclosure Requirements) Regulations 2015. Thedetails relating to the same are given in Annexure 'B'-Report on Corporate Governanceforming part of this Board Report. Members are requested to refer to pages 75 to 79 ofthis Annual Report.

The Committee has formulated a policy on Directors' appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and otheremployees board diversity composition and the criteria for determining qualificationspositive attributes and independence of a Director. Nomination and Remuneration policy isprovided as Annexure 'H' forming part of this Board Report and also disclosed on theCompany's website at http://investors.larsentoubro.com/Listing-Compliance.aspx. TheCommittee 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. The same are alsodisplayed on the website of the Companyhttp://investors.larsentoubro.com/Listing-Compliance.aspx. The Independent Directors havecomplied with the Code for Independent Directors prescribed in Schedule IV to theCompanies Act 2013.

EXTRACT OF ANNUAL RETURN:

As per the provisions of Section 92(3) of the Companies Act 2013 an extract of AnnualReturn 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 2018 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 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 and individualdirectors has to be made. All

Directors responded through a structured questionnaire giving feedback about theperformance of the Board its Committees Individual directors and the Chairman.

For the year under review the questionnaire was modified substantially based on thecomments and suggestions received from Independent Directors. During the previous year(s)an external consultant was engaged to receive the responses of the Directors andconsolidate/ analyze the responses. Based on the experience gained during the currentyear the same external consultant's IT platform was used from initiation and tillconclusion of the entire board evaluation process. This ensured that the process wastransparent and independent of involvement of the Management or the Company's IT system.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 April 5 2018 and in thesubsequent Meetings 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 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 Act').

This has been widely disseminated. During the year two complaints were received underthe Act which have been investigated and disposed off after complying with due process.

Awareness workshops/training programmes are conducted across the Company to sensitizeemployees to uphold the dignity of their colleagues at work place specially with respectto prevention of sexual harassment.

OTHER DISCLOSURES:

• ESOP Disclosures: There has been no material change in the Employee StockOption Schemes (ESOP schemes) during the current financial year.

The ESOP Schemes are in compliance with Securities and Exchange Board of India (ShareBased 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 together with acertificate obtained from the Statutory Auditors confirming compliance is provided onthe website of the Company http://investors.larsentoubro. com/Listing-Compliance.aspx.

A 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 (ListingObligations & Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance and a certificate obtained from the Statutory Auditors confirming complianceis provided in Annexure 'B' forming part of this Report.

• Integrated Reporting: Pursuant to SEBI Circular on Integrated Reporting theCompany shall be voluntarily complying with the requirements of the Integrated ReportingFramework and shall release its integrated report on its website www.larsentoubro.com.

• 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 undertakes sustainable activities.

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 Act. The policy providesfor adequate safeguards against victimisation of persons who avail the same and providesfor direct 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://investors.larsentoubro.com/corporategovernance. aspx. Duringthe year no person has been declined access to the Audit Committee wherever desired.

Also see pages 81 and 82 forming part of Annexure 'B' of this Board Report.

BUSINESS RESPONSIBILITY REPORTING:

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 a separate section on Business Responsibility Reporting forms a part ofthis Annual Report (refer pages 19 to 38).

The Company has been one of the first engineering and construction companies in Indiato publish its report on Corporate Sustainability. The Sustainability Report encompassesareas such as Corporate Governance Stakeholder Engagement People PerformanceEnvironment Performance and Social Performance. Aspects relating to human rights &labour practices employee development occupational health and safety culture supplychain management environmental management development of green products and servicesportfolio initiatives with respect to energy renewable energy water air emission etc.are covered in the Sustainability Report.

The detailed Corporate Sustainability Report for 2016-17 is also available on theCompany's website http://www. larsentoubro.com/corporate/sustainability.aspx.

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(Listing Obligations & Disclosure Requirements) Regulations 2015 and prepared inaccordance with the applicable Accounting Standards prescribed by the Institute ofChartered Accountants of India in this regard.

The Auditors report to the shareholders does not contain any qualification observationor 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.

The Secretarial Auditor's report to the shareholders does not contain any qualificationor reservation.

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 (AGM) till the conclusion of 75th Annual General Meeting of the Company.

The requirement to place the matter relating to appointment of Auditor for ratificationby members at every AGM is done away with vide notification dated May 7 2018 issued byMinistry of Corporate Affairs

New Delhi. Accordingly no resolution is proposed for ratification of appointment ofAuditors who were appointed in the AGM held on September 9 2015.

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 declared 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.

Also see pages 82 and 83 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 28th May 2018 has approvedthe appointment of M/s R. Nanabhoy & Co.

Cost Accountants as the Cost Auditors for the Company for the financial year ending31st March 2019 at a remuneration of Rs.11.75 lakhs.

The Report of the Cost Auditors for the financial year ended 31st March 2018 is underfinalization and shall be filed with the Ministry of Corporate Affairs within theprescribed period.

A proposal for ratification of remuneration of the Cost Auditor for the financial year2018-19 is placed before the shareholders.

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 : 28th May 2018
Place : Mumbai