AR Report
AR Report
annual report
What’s inside
01 02 Disclaimer
This report may contain forward-looking
Corporate Overview Statutory Reports statements, which may be identified by their
use of words like ‘plans’, ‘expects’, ‘will’,
Engineering the Change 01 AGM Notice 22 ‘anticipates’, ‘believes’, ‘intends’, ‘estimates’ or
other words of similar meaning. All statements
LTTS - India’s leading pure-play Directors’ Report 32 that address expectations of projections
engineering services company 02 about the future, including but not limited
Management Discussion & Analysis 97
Being #1 04 to statements about the Company’s strategy
Annual Business for growth, product development, market
Founder Chairman’s Message 05 Responsibility Report 110 position, expenditures and financial results, are
forward-looking statements. Forward-looking
CEO and Managing Director’s
03
statements are based on certain assumptions
Message 06 and expectations of future events. The
Company cannot guarantee that
Global Presence 09
Financial Statements these assumptions and expectations are
Our Portfolio of Digital Solutions 10 accurate or will be realised. The Company’s
Standalone actual results, performance or achievements
Awards & Recognitions 12 could thus differ materially from those projected
Auditors’ Report 120 in any such forward-looking statements. The
LTTS Facts & Figures 14
Balance Sheet 130 Company assumes no responsibility to publicly
Taking our People to the Next level 15 amend, modify or revise any forward-looking
Statement of Profit and Loss 131 statements, on the basis of any subsequent
Corporate Social Responsibility 16
developments, information or events. The
Statement of Cash Flows 132 Company has sourced the industry information
Board of Directors 17
Statement of Changes in Equity 134 from the publicly available sources and has not
Corporate Information 21 verified the information independently.
Notes to Accounts 135
Consolidated
Auditors’ Report on
Consolidated Financial Statements 177
Consolidated Balance Sheet 186
Consolidated Statement of
Profit and Loss 187
Consolidated Statement of
Cash Flows 188
Consolidated Statement of
Changes in Equity 190
Notes to Consolidated Accounts 191
Information on
Subsidiary Companies 240
Glossary 241
We at LTTS believe Being #1 requires the willingness and determination to stay ahead of the times, and develop
the skills and offerings that help our customers in their business transformation.
With its rich engineering heritage and a brand synonymous with trust and quality, LTTS is helping its global
customers develop the smart products, services and solutions of tomorrow.
LTTS has participated in a number of innovative and path-breaking projects with global enterprises
and startups
India’s first
A unique
affordable
Solar Connectivity
Indigenous Blood
Drone
Cell Counter
IMPROVE QUALITY
& RELIABILITY 4 3 Reduce cost of
development
02 03
Being #1
Growth
35.5%
Industry leading
58%
YoY growth in revenues
INR revenue growth from Digital & Leading-Edge
in FY19 Technologies
Customers
51
Customers across
69
Fortune 500 companies
90%
Repeat Business
top R&D Houses as customers
Assets
14,000+
Engineers led by seasoned
49
Innovation Labs
399
Patents filed (288
leaders from the industry; patents co-authored
1500+ SMEs & Technical with global customers
Architects and 111 by LTTS)
Dear Shareholders,
I am happy to present your
company’s Annual Report for
fiscal 2019. In its third year as a
listed company, L&T Technology
Services (LTTS) has surpassed
industry growth rates and
continued its strong run as India’s
leading pure play engineering
services provider.
LTTS’ leadership position is built around Digital Engineering - A Strong profitability. In the fiscal year ended March
the inherent advantages it derives from Upside 31, 2019, revenues touched C 50,783
its parent company – Larsen & Toubro, We believe that digital engineering is million at 35.5% growth rate, equivalent
India’s leading technology, engineering, largely impervious to the volatility of to USD 723 million, while net profit rose
construction and manufacturing the global economy and geo-political 51.3% to C 7,656 million for the year.
conglomerate. Leveraging this technology crosscurrents. Forecasts indicate that I am confident that LTTS is well on track to
lineage, LTTS has augmented its repertoire demand is set for steady growth well achieve its targeted revenue of $1 Billion
with cutting edge innovation. New into the future. Organizations are by FY21.
techniques and solutions have enhanced continuing to increase their digital spends, You will be happy to learn that LTTS has
the value of its offerings and deepened proving that engineering solutions are been among the top-rated companies
its relationships with a global client base translating into enhanced efficiencies. in the analyst community, winning
which includes 69 Fortune 500 companies New age technologies such as 5G, recognition from some of the world’s
and 51 of the world’s top R&D spenders. Artificial Intelligence, Machine to Machine most reputed consultancies. LTTS has
communication, Internet of Things, also won several accolades including Best
Technology as the driving force for change and Advanced Robotics among others Company of the Year by Indo-American
has re-configured the way businesses are enabling organizations to tap new Chamber of Commerce (IACC) and
operate across multiple sectors. A growing revenue streams even as some of them NASSCOM Artificial Intelligence Game
demand for end-to-end product design shed traditional business models. Changer Awards 2018.
is creating opportunities in sectors such
as healthcare, automobile engineering L&T Technology Services expects to I look forward to seeing the vibrant team
and transportation, electronics and continue harvesting the significant of LTTS under the leadership of Dr. Keshab
data processing. LTTS has successfully benefits of digitalization in the Panda steadfastly continuing its quest to
positioned itself as a partner equipped years ahead. become the number one ER&D services
to meet the expectations of clients company in the world.
who in turn want to enhance their Consistent Growth &
end-customer experience. Profitability A. M. Naik
Since its inception, LTTS has had a track Founder Chairman
record of fast paced growth and high
04 05
CEO and Managing Director’s Message
Dear Shareholders,
FY 19 was a special year for
L&T Technology Services
Limited (LTTS) as the Company
consolidated its position
as India’s leading pure
play engineering services
provider with an industry
leading growth.
In a short span of time, amidst the company, we realize that we have to • Faster product development cycles and
competitive business landscape driven by be ahead of the market expectations helping grow market share through an
rapid digitalization, LTTS has positioned and in tune with the customers’ agile iterative model
itself as an innovation-led engineering future requirements.
and technology solutions provider to the With a focus on addressing all of the
world’s top ER&D spenders. From its early Enterprises today seek partners who not above, LTTS is conceiving and executing
days as L&T IES in 2009, the Company’s only innovate but also bring agility and digital blueprints for customers which is
continuous strategic investments in deep domain expertise to drive their finding good acceptance in the market.
new technology areas coupled with its transformational requirements. Based
multi-industry expertise has enabled the on our conversations with stakeholders Leading the way with
Company to facilitate superior innovations across the world, customers primarily have Cutting-Edge Technology
for customers who are spread across five asks – Last year, we created the CTO’s Office to
multiple geographies from North America, strengthen our portfolio of ready to deploy
• Using adjacent technologies or
to Europe, Middle East and Asia. Besides digital solutions and trigger new sources
technologies borrowed from one
these, a culture of CrossPoll!nnovation®, of revenues. This year, we have created the
industry to another, to garner
and best-in-class engineering infrastructure position of the Chief Innovation Officer
new business
including 49 R&D labs in India and design (CIO) to institutionalize and mature our
centres in the U.S. and Europe, have • Deploying AI, Machine Learning and innovation program. The Chief Innovation
helped in the transformation of LTTS into other emerging technologies in the Officer will build PoC’s and carve out new
a trustworthy partner of choice for global customer’s day-to-day product cycle type of futuristic offerings to help our
enterprises. Our strategy of focusing on the customers stay ahead of their competition.
• Enhancing end-customer experience by
Top 30 customer accounts has continued
leveraging smart technologies
to pay rich dividends, winning us some The offices of the CTO and CIO will
landmark projects and strengthening our • Identifying and building products, closely collaborate to churn out new and
relationship with existing and new clients. core to the future while supporting interesting digital frameworks especially
As a fast-growing technology services legacy systems in the areas of Design Thinking and Deep
Learning and strengthen our 399 - strong EBITDA margin expanded to 18% in investments viz. transportation, industrial
patent portfolio. FY19 reflecting our strong operational products, oil & gas and petrochemical.
performance and PAT increased over
LTTS rolled out some key offerings, in 51% to ` 7,656 million. In line with the Now coming to our industry verticals, in the
the past fiscal year, centred around the Company’s dividend distribution policy, the Transportation space, our digital cockpit
latest advancements in digital engineering Board has recommended a final dividend solution designed for vehicles provides an
including AiKno™ a cognitive intelligence of ` 13.5 per share for FY 2019, besides enriched passenger experience with an
framework which combines contextual an interim dividend of ` 7.5 per share advanced infotainment and instrument
intelligence and AI, nBon, the Narrow declared during the year. cluster. In the Telecom & Hi-tech segment,
Band IoT (NBIoT) solution that provides we opened a state-of-the-art 5G lab
Wide Area Network connectivity at low Our technology portfolio comprising in Bengaluru where we are developing
power, Factory D.0, that addresses smart digital frameworks, solutions and patents several accelerators and automation
factory requirements such as wireless continued to expand resulting in best-of- frameworks that will find applications in
material tracking, quality inspection and the-breed offerings, catering to all our robotics, autonomous driving and smart
digital twins, and Iron Home, a next-gen industry verticals. During the year, LTTS city frameworks. LTTS furthered its Process
multi-layered smart home security platform was also able to achieve its dual objectives Industry service portfolio to include the
that facilitates fool-proof safety for the of broad-based and double-digit growth. digital sphere and is working with its global
routers, networks and IoT devices. Notably, digital & leading-edge technologies
customers on ‘Smart Manufacturing’
grew 58% YoY and contributed to 33% of
technologies such as automation, IoT,
Our team of engineers recently developed revenues in FY 2019, once again proving
analytics, and augmented reality (AR). We
a robust, secure and customizable IoT to be LTTS’ principal growth driver. This
are also assisting our customers in taking
and connectivity framework known as demonstrates our strength as a new-
their cyber security implementations to the
EnP (Engineering Platform). EnP allows age technology company transforming
next level.
holistic end-to-end integration of the best enterprises worldwide.
products and solutions from the LTTS stable
In the Industrial Products segment,
across myriad application areas covering Strong Momentum Across
there are opportunities aplenty in asset
asset management, telematics, energy Sectors & Geographies
management, manufacturing operations
management, connected products, smart LTTS continues to see a healthy pipeline
and digital content management. We are
homes and connected healthcare. Our across various geographies in all of its
also seeing several projects moving from
customers have already shown a significant industry segments. I am also pleased to
POC to full implementation, which augurs
amount of interest in the futuristic share that LTTS is the preferred engineering
well for our future pipeline. In Medical
engineering capabilities that EnP provides services partner to 51 of the world’s Top
100 R&D spenders and garners 90% Devices & Healthcare, LTTS partnered
and this platform is expected to become
repeat business from our customers. As with a leading medical equipment
an integral part of our digital portfolio
a preferred technology partner to global manufacturer to rectify multiple critical
contributing to our pipeline of large deals.
customers, LTTS is helping them leverage issues with their slide maker strainer
Now let me share a few highlights from disruptive technologies and launch new equipment to increase its efficiency and
the fiscal 2019. products and services. decrease service cost. LTTS also had
the opportunity to contribute to the
Continuing Growth Narrative LTTS is also witnessing continued business Government’s ‘Make in India’ initiative by
LTTS ended the financial year with traction in the U.S. across product design partnering with Agappe, a leading In-vitro
` 50,783 million in revenue which and support to verification and validation diagnostics company, to launch a first-of-
represents an industry leading growth of opportunities, plant expansion and its-kind automated blood cell counter in
35.5% YoY. In USD terms, our revenue digitalization. In Europe and Japan, we are the Indian subcontinent which would result
rose 24.6% to USD 723 million. Our seeing growth in traditional and digital in lower diagnostic costs.
06 07
Empowering People with factor for our Company. I would like to
Engineering thank our Group Chairman Mr. A.M.
LTTS is a multinational ER&D growing Naik and Group CEO & MD Mr. S.N.
at a rapid pace and therefore we look Subrahmanyan for their continued
for best engineering talent across all our guidance and mentorship which has led to
global locations. In the U.S., we hired LTTS’ stellar growth over the years.
graduates from various universities and
institutions and trained them in emerging While we have achieved the remarkable
technologies which will prepare them feat of becoming India’s leading pure-play
for working overseas with clients. These engineering services firm, it is important
young recruits are also getting hands-on that we don’t rest on our laurels but
technology training for upcoming projects continue to set standards for the industry.
in our design centres in Peoria, Illinois and We see huge potential for growth, with
California. Similarly, we are also expanding global ER&D spending likely to touch USD
our offices in Israel dedicated to advanced 2 trillion per annum by FY22 according
technology projects in Security & Hi-Tech. to NASSCOM. LTTS is well positioned to
tap this opportunity by supersizing our
At LTTS, our biggest assets are our people. engagements with our marquee customers
To augment our workforce and make them - the top 80 of whom collectively spend
future-ready, we are providing specialised around USD 227 billion per annum on
training to prepare our engineers for ER&D. I am confident that our approach of
the complex technological challenges innovation led profitable growth will open
that lie ahead. For this, we have set up new avenues and unlock the next level
an internal platform called WIZneers, of growth.
to create a community of technology
architects within LTTS. We also believe that I am also proud to inform you that our
motivating the youth is the best approach Group Chairman Shri A.M. Naik was
to truly engineering the change. Through recently bestowed with the prestigious
TECHgium®, which is a one of its kind Padma Vibhushan by the Hon’ble
pan India industry academia initiative, we President of India. Our 15,100+ strong
enabled engineering students to work team extend their heartiest congratulations
on real-time customer challenges and to Mr. Naik.
come up with intriguing solutions. In its
third season, TECHgium® secured 200% On behalf of the entire Board of
increase in participants from its inception Directors, the management team and
year 2016 taking the participant count all our employees, I would like to thank
to 19,000. you for your continued support and
encouragement and look forward to
BEING #1 another exciting year for Team LTTS.
Our unique engineering DNA stems from
our parent, Larsen & Toubro Limited Dr. Keshab Panda
(L&T) and will always be a differentiating CEO & MD
Global Presence
Head Quarters
Vadodara, India
08 09
Our Portfolio of Digital Solutions
We understand the
importance of emerging
technologies to our
customers and remain
focused on strengthening
our digital interventions. i-BEMS EnP (Engineering Platform)
Intelligent Building Experience LTTS’ proprietary cloud IoT platform,
The cumulative power of our core Management System
strengths has enabled us to create built to help our customers rapidly
an exciting gamut of high-end Reduces building energy usage by up to customise and seamlessly deploy IoT
innovative solutions. Our products 15% and ensures return on investment products and generate business insights
and solutions help customers grow within three years of deployment. The in real time
in the competitive global markets of smart campus framework also facilitates
today, preparing them for the next management of energy consumption,
level of their business roadmap. heating, ventilation and air
conditioning, elevators and escalators,
building safety and lighting
Autonomous Vehicles 5G
• Expertise in LiDAR technology (Light Detection and Ranging) • State-of-the-art 5G lab for designing and building
future-ready solutions
10 11
Awards & Recognitions
Over the year, LTTS has been conferred with a number of prestigious
recognitions from the industry
Our Alliances
Our collaborations and alliances with government bodies and leading organizations/institutions across
the world are helping establish a global ecosystem of innovation and excellence.
ISO 13485: 2016 CMMi DEV 1.3 Maturity ISO/IEC 27001:2013 SA 8000:2014
Medical Devices Level 5 Establishing, maintaining and Accountability Management
Engineering Improving processes across improving the information System Standard
projects, divisions and the security management system
organization
12 13
LTTS Facts & Figures
Consolidated
Operational Revenue (INR in Mn) EBITDA (INR in Mn) PAT* (INR in Mn)
FY 17 FY 18 FY 19 FY 17 FY 18 FY 19 FY 17 FY 18 FY 19
* PAT numbers are post Minority Interest
18.0 13.1 15.5 13.5 18.0 15.1 Geography-wise revenue break-up in 2019 (%)
12
13
North America
58 Europe
17 India
RoW
FY 17 FY 18 FY 19
EBITDA to Operational Revenue
PAT to Operational Revenue
Business-wise revenue break-up in 2019 (%)
Return on Net Worth (%)
32.4 29.6 35.0 7
14 32 Transportation
Industrial Products
Telecom & Hi-tech
27 Process Industry
20
Medical Devices
FY 17 FY 18 FY 19
Leaders League
Leaders League identifies and develops
• CEO Club – Members of the CEO learning projects & group coaching
high potential talent to create a pool
Club comprise high-potential and focus on empowering the middle
of leaders who are prepared to take up
performers from various functions management
leadership roles in the organization. We
within the Company who will work
undertake various career development • Young Managers Program – This
with CEO & MD Dr. Keshab Panda on
initiatives under this program. is a 10-month long program to
strategic projects
• Illuminate – A mentoring initiative groom project managers for larger
• Accelerated Leadership Potential roles through competency-based
that focuses on identifying talented
– This year-long initiative includes workshops
individuals and giving them an
a series of interventions, action
opportunity to get mentored by CXOs
270
LTTS launched the TECHgium® stamp to mark the
120
successful conclusion of its 3rd season
Colleges & universities across India
Teams
200% 29
Winning teams
Jump in applications over FY17 – the
year of inception
14 15
Corporate Social Responsibility
Our CSR framework aims at making a meaningful difference in the lives of the people we touch. LTTS
has identified the areas of Healthcare, Education & Skill Development, Sports, Environment & Water
Conservation among others, for our targeted CSR interventions.
Collaborate with communities, institutions and NGOs to promote skill development, water and sanitation awareness,
health and education
Leverage technology and innovation-based solutions to closely address social needs and issues
Facilitate the development of a progressive, model society, with high quality of life devoid of inequality
The journey during FY19: Climate Action (ENWA) challenged cricketers across the globe
Education (Naya Savera) In collaboration with Swami Vivekanand to realize their true potential and shine
Youth Movement Mysore, we provided on the field. The Indian team took
We conducted various skilling programs
solar power to 33 houses in the district. home the L&T Technology Services
for more than 75,000 people during
Blind Cricket Cup
the year, across all LTTS locations, Protection and Restoration of
through programmes in partnership Public Places
with Larsen & Toubro Public Charitable Mumbai
Trust, Samarthanam Trust for Disabled, • Completed enhancement of 6.5 kms
ARCH Development Foundation, median road project in Navi Mumbai
Agastya International Foundation and
Bengaluru
IISc Bangalore.
• Developed and maintained 30,000
sq. ft green cover in North Bengaluru
Healthcare (Sparsh)
We collaborated with Sankara Mysuru
Nethralaya, Laxmi Eye Institute, Indian • Facilitated 3,15,000 sq. ft. of green
Cancer Society and CareNx in the areas cover at Dr. Jagajivan Ram Circle in
of eye care solutions, cancer diagnosis Bengaluru and Dr. Rajkumar Park in
and screening of pregnant women. Mysuru
Board of Directors
Mr. A.M. Naik is the Founder Chairman of L&T Technology Services Limited. He was instrumental in carving
out the company from what was earlier a part of the Embedded Services business of Larsen & Toubro.
Mr. Naik has been associated with Larsen & Toubro for over five decades and at the helm of the Company
for the last two. Appointed CEO in 1999, Mr. Naik became Chairman of Larsen & Toubro in 2003 – the
first employee to be elevated to the high post. Mr. Naik served as the Group Executive Chairman of L&T
from 2012 to 2017. Effective October 2017, he has stepped aside from executive responsibilities, and is
focusing on mentoring of the next generation leadership and expanding the outreach of CSR for nation
building. He continues to provide counsel to the CEO & MD, as and when needed.
Mr. Naik led the transformation of Larsen & Toubro into a technology-driven, sharply focused engineering
A.M. Naik & construction conglomerate. The company-wide revamping of processes, thrust on operational
Founder Chairman excellence, and global benchmarking has led to the significant value addition for stakeholders.
Awarded Padma An active philanthropist, Mr. Naik has contributed significantly to social uplift, and has set up modern
Vibhushan, 2019 hospitals, schools and skill-building centres in Mumbai and south Gujarat.
Widely feted, Mr. Naik is one of the very few professionals in the field of industry to receive the Padma
Vibhushan in 2019, one of the highest national honours. He has been conferred with the Danish
Knighthood by Her Majesty Queen Margarethe - 2008 and a further honour, the Order of the Dannebrog
- Knight First Class in 2015. He was Chairman of the Board of Governors of the Indian Institute of
Ahmedabad from 2012 to 2016. He has also won the ‘Padma Bhushan’, the ‘Gujarat Garima’ – Gujarat’s
highest honour, and was ranked 4th Best Performing CEO in the industrial sector globally in a study
conducted by Harvard Business Review in 2013.
He was appointed as a Non-Executive Director of our Company on June 27, 2014.
Mr. S.N. Subrahmanyan is Vice Chairman, L&T Technology Services Limited. He is the Chief Executive
Officer and Managing Director of Larsen & Toubro. In addition, he is Vice Chairman on the Board of L&T
Infotech Limited (LTI) Services and Non-Executive Chairman of L&T Metro Rail (Hyderabad) Limited.
Mr. Subrahmanyan, or SNS as he is popularly known in industry circles, took over the reins in July 2017
having previously, in his capacity as Deputy Managing Director and President, L&T, headed the construction
business of the group which, is presently, among the top 25 contractors globally and India’s largest
construction organization having clocked an annual revenue of USD 9.5 billion in FY18.
Currently, at the helm, SNS seeks to lead the varied businesses of L&T to chart a new growth trajectory
riding on the enormous benefits of digitalization, big data and predictive analytics that he drives internally
S.N. Subrahmanyan with an almost missionary like zeal. He places a premium on forging and building enduring relationships
Vice Chairman with customers that according to him is one of the key determinants of success in the modern world
of enterprises. SNS is also passionate about innovation, project management and talent, particularly in
leadership roles.
With a degree in civil engineering and post-graduation in business management, SNS commenced his
professional journey with L&T in 1984 as a project planning engineer. Apart from successfully setting
up the Ready Mix Concrete business in India for the first time, his gamut of responsibilities increased as
he rose up the ranks. He was largely responsible for establishing L&T as a significant EPC player in the
Middle East, Africa and ASEAN. SNS brought to the fore the organization’s expertise for ‘Design and Build’
construction solutions on an EPC basis and has been one of the early exponents of aluminium formwork
systems and precast technology for housing projects that has enabled the organization to build a wide
range of infrastructure projects to speed and scale.
SNS holds positions of pre-eminence on various industry bodies, construction institutions and councils.
Recognized as the ‘Contractor CEO of the Year’ at the Qatar Contractors Forum & Awards function
in 2014 in Doha, SNS was ranked 36th in the ‘2014 Construction Week Power 100’ and accorded
the Leading Engineering Personality award in the event ‘Glimpses of Engineering Personalities’ by the
Institution of Engineers (India). The Construction Week magazine recognized him as the ‘Infrastructure
Person of the Year – 2012’.
16 17
Dr. Keshab Panda is the Chief Executive Officer and Managing Director of L&T Technology Services Limited.
Dr. Panda has 33 years of global industry experience in research, conceptualizing, creating, operationalizing and
turning around complex technology and engineering services businesses.
He has obtained a graduate degree in aeronautical engineering from Anna University, Chennai, and a post
graduate degree in aerospace engineering from Indian Institute of Science, Bangalore. He obtained his Doctor
of Philosophy from the Indian Institute of Technology, Bombay in Aero Servo Elasticity – (Control system fly by
wire aircraft). He also holds an advanced management degree from the Aresty Institute of Executive Education,
The Wharton School, University of Pennsylvania. He started his career as a research scientist in Indian Space
Research Organization and worked at the Aeronautical Development Agency, Ministry of Defence, Government
Dr. Keshab Panda of India, as a scientist/engineer for over 8 years.
CEO & MD Dr. Panda joined the L&T Group as Chief Executive of L&T IES in 2009.
After L&T IES was rechristened as L&T Technology Services Limited in 2012, Dr. Panda was appointed as the
Chief Executive Officer and Managing Director of L&T Technology Services Limited on January 21, 2016.
Dr. Panda led L&T Technology Services Limited through a high profile Initial Public Offering (IPO) in India and
successfully listed the company on the National Stock Exchange and the Bombay Stock Exchange.
He has transformed L&T Technology Services Limited into a company focused on innovation and new
technology, leading the CII to recognise L&T Technology Services Limited as one of the most innovative Indian
companies in the Services category.
Dr. Panda was recognized as CEO of the Year by news channel ET NOW as a result of his distinguished
contributions to the engineering and technology sectors over the past 3 decades. The Business Leader of the
Year Awards Committee has also recognized Dr. Panda as CEO of the Year.
Dr. Panda is based out of New Jersey, USA. His past leadership roles include President – Americas, Mahindra
Satyam & Head of Europe Operations, Satyam Computer Services Limited.
Amit Chadha is President, Sales and Business Development & Whole-time Director, L&T Technology
Services Limited.
Amit is part of the management team providing business leadership, market direction and strategic vision to the
company. In his current role as President, Sales and Business Development, Amit is responsible for helping global
R&D customers and Fortune 500 companies leverage L&T Technology Services Limited’s digital engineering
offerings for their strategic differentiation and product development.
Amit joined L&T Technology Services Limited in 2009, as its Business Head of Americas. Over the years, he has
progressively taken on increased responsibility for the company’s business worldwide and helped in its growth,
both organically and via acquisitions.
Amit Chadha Amit is a core member of the executive team that led L&T Technology Services Limited through a high profile
President, Sales and Business Initial Public Offering (IPO) in India and successfully listed the company on the National Stock Exchange and the
Development and Bombay Stock Exchange.
Whole-time Director
Prior to joining L&T Technology Services Limited, Amit headed the Manufacturing Sector across North America
at Mahindra Satyam (earlier Satyam Computer Services Limited). He was also responsible for creating and
building the Energy & Utilities business unit globally at Satyam. Additionally, he contributed significantly to the
formation, ramp up and operations of a joint venture with Northrop Grumman.
Amit’s career which spans over two decades is marked with significant achievements. He has managed P&L
for multiple business units, led organization-wide strategic initiatives, business development and relationship
management activities. His insightful experience has helped create business value in excess of a billion dollars in
the Engineering and Information Technology outsourcing space.
He regularly addresses forums on outsourcing and business transformation. He is certified under the Global
Business Leadership Executive Program with Harvard Business School Publishing and holds a Degree in Electrical
and Electronics Engineering from Birla Institute of Technology, Mesra. Amit has also done an Advanced
Management Program in Business Leadership from INSEAD, France. He is currently based out of Washington DC.
Mr. Arjun Gupta is an Independent Director of L&T Technology Services Limited. He received a graduate
degree in economics (honours) from St. Stephen’s College, Delhi University; a graduate degree (Phi Beta
Kappa) in computer science and a post graduate degree in computer science from Washington State
University; and a post graduate degree in business administration from Stanford University.
He was also an Advanced Leadership Fellow from Harvard University and a 2001 Henry Crown Fellow from
the Aspen Institute. He is the managing partner of TeleSoft Partners, a special situations venture capital
firm he founded in 1997 in U.S.A. He has over 27 years of experience working with technology companies
in engineering, consulting and venture capital roles. He was ranked by Forbes Magazine in the Top-100
technology venture capital investors on the 2006, 2007, 2008 and 2009 Midas Lists. He serves on the
Arjun Gupta boards of various companies in U.S.A. such as Calient Technologies Inc., Jumpstart Games Inc.; Nexant
Independent Director
Inc. and he is an adviser of DocuSign. He was appointed as an Independent Director of our Company with
effect from October 28, 2015.
Mr. Narayanan Kumar is an Independent Director of L&T Technology Services Limited. He obtained his
graduate degree in electronics and communications engineering from the University of Madras and is
a fellow member of the Indian National Academy of 133 Engineering and the Institution of Electronics
and Telecommunications Engineers. He is the Vice Chairman of the Sanmar Group, a multinational
conglomerate headquartered in Chennai, and engaged in the business of chemicals, engineering and
shipping. He is the President of the Indo-Japan Chamber of Commerce and Industry. He is on the board of
various public companies such as Bharti Infratel Limited, Times Innovative Media Limited, MRF Limited and
L&T, among others and has experience in various sectors. He is also involved in areas of social welfare and
education. He is the Chairman on the board of Madhuram Narayanan Centre for Exceptional Children, the
Narayanan Kumar Managing Trustee of the Indian Education Trust, a Governing Council Member of Save the Children and a
Independent Director Trustee of the World Wide Fund for Nature-India.
Ms. Renuka Ramnath is an Independent Director of L&T Technology Services Limited. She has obtained
a graduate degree in textiles from V.J. Technological Institute, University of Mumbai and a post graduate
degree in management studies from Chetna R.K. Institute of Management & Research, University
of Mumbai. She has also completed the Advanced Management Program, the International Senior
Managers Program from the Graduate School of Business Administration, Harvard University. She has
over 30 years of experience in the Indian financial sector across private equity, investment banking and
structured finance.
She was associated with the ICICI Group for over 23 years and also served as the Managing Director
and Chief Executive Officer of ICICI Venture Funds Management Company Limited. She is the Managing
Renuka Ramnath Director and Chief Executive Officer of Multiples Alternate Asset Management Private Limited, an
Independent Director
investment advisory firm she founded in 2009. She was appointed as an Independent Director of our
Company with effect from April 10, 2015.
18 19
Mr. Samir Desai is an Independent Director of L&T Technology Services Limited. He has obtained a
post-graduate degree in electrical engineering from the Illinois Institute of Technology. He also holds a
post-graduate degree in business administration from Loyola University, Chicago. Samir Desai has over
30 years of experience in management.
Prior to joining our Company, he worked at Motorola for over 30 years and has also served as a Chief
Information Officer at Motorola. He has also served as General Manager of iDEN® Networks & Devices.
He was appointed as an Independent Director of our Company with effect from April 30, 2014.
Samir Desai
Independent Director
Mr. Sudip Banerjee is an Independent Director of our Company. He obtained a graduate degree in Arts
(honours course) in economics from University of Delhi, New Delhi. He holds a diploma in management
from the All India Management Association, New Delhi. He has over 35 years of experience in IT industry.
Prior to his appointment as an Independent Director in our Company, he held the position of Chief
Executive Officer of Larsen & Toubro Infotech Limited between 2008-2011. He is also on the board of
directors of Kesoram Industries Limited and IFB Industries Limited and has been an Operating Partner at
Capital Square Partners Advisors Pte Ltd, Singapore. He is also a member on the advisory board of TAPMI
Business School, Jaipur. He worked with Wipro Limited (WIPRO) from 1983 to 2008 and was the President,
Enterprises Solutions Division. He was also member of the Corporate Executive Council of Wipro between
Sudip Banerjee 2002 and 2008. He was also a member of the Executive Council of Nasscom during 2000-2002 and again
Independent Director from 2009-2011. He also served as a member on the Board of Governors of Indian Institute of Information
Technology, Allahabad. He was appointed as an Independent Director of our Company with effect from
January 21, 2016. He was appointed as an Independent Director of our Company with effect from
January 21, 2016.
Corporate Information
Board of Directors
Registered Office L&T House, N.M. Marg, Ballard Estate, Mumbai - 400 001
Corporate Office 5th Floor, West Block-II, L&T Knowledge City (IT/ITES) SEZ,
N.H. No. 8, Ajwa Waghodia Crossing, Vadodara - 390 019
Website www.ltts.com
20 21
AGM Venue:
Birla Matushri Sabhagar,
19, Marine Lines,
Mumbai - 400 020
appropriate and/or concerned authorities while granting or desirable, including without limitation to settle
such approvals, consents, permissions and sanctions, and any question, difficulty or doubt that may arise in
as are agreed to by the Board of Directors (hereinafter this regard.”
referred to as the “Board” and shall include duly
constituted Committee(s) thereof), the consent of the By Order of the Board of Directors
Company be and is hereby accorded to revise the terms For L&T TECHNOLOGY SERVICES LIMITED
of appointment/remuneration of Dr. Keshab Panda, Chief
Executive Officer & Managing Director of the Company KAPIL BHALLA
as explained in the Statement annexed to the Notice of Company Secretary
the Meeting. (Membership no. F 3485)
RESOLVED FURTHER THAT for the purpose of giving Date: May 3, 2019
effect to this Resolution, the Board be and is hereby Place: Mumbai
authorised to do all acts, deeds, matters and things
as it may, in its absolute discretion, deem necessary or NOTES:
desirable, including without limitation to settle any a) The information required to be provided under Section
question, difficulty or doubt that may arise in this regard.” 102 of the Act, the LODR and the Secretarial Standards
on General Meetings (SS-2), with respect to details
7. EMUNERATION OF MR. AMIT CHADHA (DIN:
R of Directors who are proposed to be appointed/
07076149) AS THE PRESIDENT- SALES & BUSINESS re-appointed and the relative explanatory statement in
DEVELOPMENT AND WHOLE-TIME DIRECTOR respect of the business under Item Nos. 5 to 7 set out
above are annexed hereto.
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an ORDINARY b) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED
RESOLUTION: TO APPOINT A PROXY, TO ATTEND AND VOTE INSTEAD
OF HIMSELF, AND THAT PROXY NEED NOT BE A MEMBER.
“RESOLVED THAT pursuant to the provisions of Section
197 and any other applicable provisions of the Act and Pursuant to Section 105 of the Act and Rule 19 of the
the Rules made thereunder (including any statutory Companies (Management & Administration) Rules, 2014,
modification(s) or re-enactment(s) thereof for the time a person can act as a proxy on behalf of members not
being in force) read with Schedule V of the Act, and exceeding 50 and holding in aggregate not more than 10%
subject to such approvals, consents, permissions and of the total share capital of the Company carrying voting
sanctions of appropriate and/or concerned authorities, rights. In case a proxy is proposed to be appointed by a
and subject to such other conditions and modifications, member holding more than 10% of the total share capital
as may be prescribed, imposed or suggested by any of the Company carrying voting rights, then such proxy shall
of appropriate and/or concerned authorities while not act as a proxy for any other person or shareholder.
granting such approvals, consents, permissions and
sanctions, and as are agreed to by the Board of Directors Proxies in order to be effective must be received at the
(hereinafter referred to as the “Board” and shall include Registered Office of the Company at L&T House, Ballard
duly constituted Committee(s) thereof), the consent Estate, Mumbai 400 001 not less than forty-eight hours
of the Company be and is hereby accorded to revise, before the commencement of the AGM i.e. by 3.30 p.m.
the terms of appointment/remuneration of Mr. Amit on Thursday, July 18, 2019.
Chadha, President- Sales & Business Development and
Whole-Time Director of the Company, as explained in the c)
The requirement to place the matter relating to
Statement annexed to the Notice of the Meeting. appointment of Auditors for ratification by Members at
every Annual General Meeting has been done away with
RESOLVED FURTHER THAT for the purpose of giving vide notification dated May 7, 2018, issued by the MCA.
effect to this Resolution, the Board be and is hereby Accordingly no resolution is proposed for ratification of
authorized to do all acts, deeds, matters and things appointment of Auditors, who were appointed in the
as it may, in its absolute discretion, deem necessary Annual General Meeting held on August 22, 2018.
22 23
d) The Register of Members and Share Transfer Books of the l) E-voting
Company will remain closed from Saturday, July 13, 2019 The businesses as set out in the Notice may be transacted
to Saturday, July 20, 2019 (both days inclusive). through electronic voting system and the Company
will provide a facility for voting by electronic means. In
e) Members are requested to furnish bank details, e-mail compliance with the provisions of Section 108 of the Act,
address, change of address etc. to the Company’s read with Rule 20 of the Companies (Management and
Registrar & Share Transfer Agents: Karvy Fintech Private Administration) Rules, 2014, SS-2 and Regulation 44 of
Limited (Karvy), Karvy Selenium, Tower B, Plot 31-32,
the LODR, the Company is pleased to offer the facility of
Gachibowli, Financial District, Nanakramguda, Hyderabad
voting through electronic means, as an alternate, to all its
500 032, so as to reach them latest by Friday, July 12,
Members to enable them to cast their votes electronically.
2019, in order to take note of the same. In respect of
The Members are provided with the facility to cast their
Members holding shares in electronic mode, the details
vote electronically, through the e-voting services provided
as would be furnished by the Depositories as at the close
by Karvy on all resolutions set forth in this Notice, from
of the aforesaid date will be considered by the Company.
a place other than the venue of the Meeting (remote
Hence, Members holding shares in demat mode should
e-voting).
update their records at the earliest.
The facility for voting through electronic voting system
f) In order to receive copies of Annual Reports and other
(‘Insta Poll’) shall be made available at the AGM and the
communication through e-mail, Members are requested
Members attending the AGM who have not cast their
to register their e-mail addresses with the Company by
vote by remote e-voting shall be able to vote at the AGM
sending an e-mail to in investor@ltts.com
through ‘Insta Poll’. Please note that the voting through
electronic means is optional for shareholders.
g) All documents referred to in the accompanying notice
and explanatory statement are open for inspection by the
A person whose name is recorded in the register
Members at the Registered Office of the Company on
of members or in the register of beneficial owners
all working days, except Saturdays, between 11.00 a.m.
maintained by the depositories as on the cut-off date of
and 1.00 p.m. upto the date of the AGM.
Friday, July 12, 2019 shall be entitled to avail the facility
h) Members/Proxies should bring their attendance slips duly of remote e-voting or voting at the AGM. Persons who
completed for attending the Meeting. are not Members as on the cut-off date should treat this
notice for information purposes only.
i)
There are no amounts which were required to be
transferred to the Investor Education and Protection Fund The Notice will be displayed on the website of the
by the Company. Company www.ltts.com and on the website of Karvy.
Members who have not encashed their dividend The Members who have cast their vote through remote
warrants pertaining to the year 2016-17, 2017-18 e-voting prior to the AGM may also attend the AGM but
and 2018-19 may approach the Company / Karvy, for shall not be entitled to cast their vote again.
obtaining payments thereof.
The remote e-voting period commences on Wednesday,
j) Investor Grievance Redressal: July 17, 2019 at 9:00 am and ends on Friday, July
The Company has designated an exclusive e-mail id viz. 19, 2019 at 5.00 p.m. During this period, Members
investor@ltts.com to enable Investors to register their of the Company holding shares either in physical or
complaints, if any. dematerialized form, as on the cut-off date of Friday,
July 12, 2019 may cast their vote by remote e-voting.
k) SEBI has mandated securities of listed companies can be The remote e-voting module shall be disabled by Karvy
transferred only in dematerialized form with effect from April for voting thereafter.
1, 2019. In view of the above and to avail various benefits of
dematerlisation, Members are advised to dematerialize the The Members, whose names appear in the Register of
shares that are held by them in physical form. Members/list of Beneficial Owners as on of Friday, July
12, 2019, i.e. the date prior to the commencement of b. Select event / name of the Company: L&T Technology
book closure date are entitled to vote on the Resolutions Services Limited
set forth in this Notice. Eligible Members who have
acquired shares after the dispatch of the Annual Report c.
Pass through the security credentials, viz., DP
and holding shares as on the cut-off date i.e Friday, July ID / Client ID / Folio No. entry, and PAN No &
12, 2019 may approach the Company for issuance of the “CAPTCHA” as directed by the system and click on
User ID and Password for exercising their right to vote by “Submit” button
electronic means.
d. The system will validate the credentials. Then click
However, Members who are already registered with on “Generate my Attendance Slip” button
Karvy for remote e-voting can use their existing user ID
and password for casting their vote. In case they don’t e. The Attendance Slip in PDF format will be generated
remember their password, they can reset their password
by using “Forgot User Details/ Password” option available f.
Select the “PRINT” option for direct printing or
on https://evoting.karvy.com. download and save for printing the Attendance Slip
The Company has appointed Mr. Alwyn D’souza, Practicing Members are requested to follow the instructions below
Company Secretary (Membership No. FCS 5559) or failing to cast their vote through e-voting:
him Mr. Vijay Sonone, Practicing Company Secretary
(Membership No. FCS 7301) of Alwyn D’Souza & Co, to A. In case a Member receives an e-mail from Karvy (for
act as the Scrutinizer for conducting the voting and remote Members whose e-mail addresses are registered
e-voting process in a fair and transparent manner. with the Company/ Depository Participants):
In case of any query and/or grievance, in respect of i. Launch internet browser by typing the URL:
voting by electronic means, Members may refer to the https://evoting.karvy.com
Help & Frequently Asked Questions (FAQs) and E-voting
user manual available at the download section of ii.
Enter the login credentials (i.e. User ID and
https://evoting.karvy.com or contact Mr. S. V. Raju, Deputy password). In case of physical folio, User ID will be
General Manager (Unit: L&T Technology Services Limited) EVEN (E-Voting Event Number) xxxx followed by
of Karvy, Karvy Selenium Tower B, Plot 31-32, Gachibowli, folio number. In case of Demat account, User ID will
Financial District, Nanakramguda, Hyderabad - 500 032 be your DP ID and Client ID
or at evoting@karvy.com or phone no. 040 – 6716 2222
or call Karvy’s toll free No. 1-800-34-54-001 for any iii. After entering these details appropriately, click on
further clarifications. “LOGIN”
24 25
v. You need to login again with the new credentials B.
In case a Member receives physical copy of the
Notice of AGM (for Members whose email addresses
vi. On successful login, the system will prompt you to are not registered with the Company/Depository
select the event i.e L&T Technology Services Limited Participants):
vii. On the voting page, enter the number of shares i. User ID and Initial password, is provided at the
(which represents the number of votes) as on the bottom of the attendance slip:
Cut-off Date under “FOR/AGAINST” or alternatively,
you may partially enter any number in “FOR” and
EVEN (E-Voting User ID Password
partially “AGAINST” but the total number in “FOR/
Event Number)
AGAINST” taken together shall not exceed your
total shareholding as mentioned herein above. You
may also choose the option ABSTAIN. If the Member
does not indicate either “FOR” or “AGAINST” it will
be treated as “ABSTAIN” and the shares held will
not be counted under either head ii. Please follow all steps from SI. No. (i) to SI. No. (xii)
above in (A), to cast vote.
viii.
Members holding multiple folios/demat accounts
shall choose the voting process separately for each Based on the report received from the scrutinizer the
folio/demat accounts Company will submit within 48 hours of the conclusion
of the Meeting to the stock exchanges details of the
ix. Voting has to be done for each item of the notice voting results as required under Regulation 44(3) of the
separately. In case you do not desire to cast your vote LODR.
on any specific item, it will be treated as abstained
A Member can opt for only one mode of voting i.e. either
through remote e-voting or at the AGM. If a Member
x. You may then cast your vote by selecting an
casts votes by both modes, then voting done through
appropriate option and click on “Submit”
remote e-voting shall prevail.
xi. A confirmation box will be displayed. Click “OK” to
The Scrutinizer will submit his report to the Chairman
confirm else “CANCEL” to modify. Once you have
after completion of the scrutiny. The result of the voting
voted on the resolution, you will not be allowed
on the Resolutions at the AGM shall be announced by
to modify your vote. During the voting period,
the Chairman or any other person authorized by him
Members can login any number of times till they
immediately after the results are declared.
have voted on the Resolution(s)
26 27
Particulars Existing Remuneration Revised Remuneration
(Upto March 31, 2019) (w.e.f April 1, 2019)
Base Salary USD 6,80,000/- p.a USD 7,00,400/- p.a
Variable Remuneration Upto USD 2,00,000/-p.a Upto USD 2,00,000/-p.a
Profit Sharing Incentive The CEO & Managing Director will be eligible to be considered for a Profit Sharing Incentive
at the rate of 0.2% of Company’s Standalone Profit after Tax (PAT). Standalone PAT will be
calculated in conformance with the Act and the employee shall have no role in determining
the PAT. All Profit sharing incentive payments, and the timing for such payments, will be at the
Company’s sole discretion.
for helping global R&D customers and Fortune 500 companies Registered Office of the Company on all working days
leverage L&T Technology Services digital engineering offerings except Saturdays, between 11.00 a.m. and 1.00 p.m., up to
for their strategic differentiation and product development. the date of the AGM.
Mr. Amit Chadha joined Larsen & Toubro- IES Division in
2009, as an Area Vice-President. He was transferred to L&T The Board recommends approval of the remuneration of
Technology Services Limited w.e.f. April 1, 2014 and was Mr. Amit Chadha as President-Sales & Business Development
designated as Business Head, North America and Asia. Mr. Amit and Whole-Time Director by the Members through Ordinary
Chadha’s career which spans over two decades is marked with Resolution set forth in Item No. 7 of the Notice.
significant achievements. He has managed P&L for multiple
business units, led organization-wide strategic initiatives, Except Mr. Amit Chadha, being an appointee, none of the
business development and relationship management activities. Directors or Key Managerial Personnel of the Company
He is certified under the Global Business Leadership Executive including their relatives are in any way concerned or interested
Program with Harvard Business School Publishing and holds in the Resolution set out in Item No. 7.
a Degree in Electrical and Electronics Engineering from BIT
Mesra. Mr. Amit Chadha is currently based in Washington DC.
By Order of the Board of Directors
For L&T TECHNOLOGY SERVICES LIMITED
Disclosures as required under SS-2 are provided as an Annexure
to this Notice.
KAPIL BHALLA
The Addendum Agreement entered into between the Company Secretary
Company and Mr. Amit Chadha, President-Sales & Business (Membership no. F 3485)
Development and Whole-Time Director of the Company
containing the terms and conditions of his remuneration Date: May 3, 2019
will be open for inspection by the Members at the Place: Mumbai
28 29
(ANNEXURE TO NOTICE DATED MAY 3, 2019)
[Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard 2 on General Meetings (SS-2)]
Name of the Director Mr. Amit Chadha Mr. A. M. Naik Mr. Samir Desai Dr. Keshab Panda
Date of Birth October 2, 1972 June 9, 1942 August 26, 1946 October 1, 1958
Date of first February 1, 2015 June 27, 2014 April 30, 2014 June 14, 2012
appointment on
the Board
Qualifications B.E (Electrical and B.E (Mech.) Post-graduate in B Tech, ME, PhD
Electronics) electrical engineering from IIT Bombay and
and also a post- Advanced Management
graduate in business Degree (Wharton
administration Business School)
Expertise Diversified and Diversified and vast Over 30 years Diversified and
vast experience experience in general of experience in global business
in business management, Technology management. experience in research,
development and Engineering & conceptualizing,
and relationship Construction. creating,
management operationalizing
activities. and turning around
complex technology
and engineering
services businesses.
Directorships 1. Graphene 1. Larsen & Toubro Limited 1. Larsen & Toubro Nil
held in other Semiconductor 2. Larsen & Toubro Infotech Infotech Limited
public companies Services Private Limited
including private Limited 3. L&T Realty Limited
companies which are 4. L&T Welfare Company
subsidiaries of public Limited
companies (excluding 5. L&T Employees
foreign companies) Welfare Foundation
Private Limited
6. National Skill
Development Council
Memberships/ Nil Membership in Nomination Membership in Audit Member in Corporate
Chairmanships of & Remuneration Committee: Committee: Social Responsibility
committees across 1. Larsen & Toubro Limited 1. Larsen & Toubro Committee and
all companies 2. Larsen & Toubro Infotech Infotech Limited Stakeholders
Limited Relationship Committee
Number of Meetings 3 out of 4 meetings 4 out of 4 meetings 4 out of 4 meetings 4 out of 4 meetings
attended during
the year
Shareholding of Non- NA 13,00,000 Nil NA
Executive Directors
Relationships Nil Nil Nil Nil
between directors
inter-se
30 31
Board Report (Section 134)
Dear Members,
Your Directors have pleasure in presenting the 7th Annual Report along with the Audited Financial Statements of L&T Technology
Services Limited for the year ended March 31, 2019.
Financial Results
(` million)
Particulars Standalone
2018-19 2017-18
Profit Before Depreciation, exceptional and extra ordinary items & tax 10,145 7,387
Less: Depreciation, amortization and obsolescence 731 576
Profit / (Loss) before exceptional items and tax 9,414 6,811
Add: Exceptional Items - -
Profit / (Loss) before tax 9,414 6,811
Less: Provision for tax 2,413 1,917
Profit for the period carried to the Balance Sheet 7,001 4,894
Add: Balance brought forward from previous year 7,240 3,554
Less: Dividend paid for the year (Including dividend distribution tax and deemed dividend) 2,449 1,208
Add: Gain / (Loss) on re-measurement of the net defined benefit plans - -
Less: Impact of Ind AS 115 and ECL on contract asset in opening reserve 22 -
Balance available for disposal (which directors appropriate as follows) 11,770 7,240
Debenture Redemption Reserve -
Balance to be carried forward 11,770 7,240
Segmental Performance
The Company has five Business Segments, namely Transportation, Process Industry, Industrial Products, Medical Devices and
Telecom & Hi-Tech. During the year, the contribution to the revenue from various business segments were as follows:-
(` million)
Revenue for 2018-19 Revenue for 2017-18
Transportation 14,067 10,653
Process Industry 7,220 4,834
Industrial Products 10,182 8,531
Medical Devices 3,378 2,535
Telecom & Hi-Tech 12,273 8,513
Total 47,120 35,066
The detailed segmental performance is referred in Note No. 39 of the Notes forming part of the standalone financial statements.
Geographical Performance The Company would be complying with this requirement once
The Revenue contribution of the Company from various the form is deployed on MCA portal.
Geographies is mentioned herein below:
(` million) Depository System
Sr. No. Geography 2018-19 2017-18 As the members are aware, the Company’s shares are
1. North America 25,729 19,962 compulsorily tradable in electronic form. As on March
2. Europe 8,334 6,291 31, 2019, 99.99% of the Company’s total paid up capital
3. India 7,012 4,457 representing 10,40,02,473 shares are in dematerialized
4. Rest of the World 6,045 4,355 form. Pursuant to the provisions of the LODR w.e.f. April
Total 47,120 35,066 1, 2019 all transfer of shares except transmission and
transposition shall be carried out only in dematerialised
Capital & Finance form. In view of the numerous advantages offered by the
During the year under review, the Company had allotted Depository system as well as to avoid frauds, members
15,57,278 Equity Shares of ` 2 each upon exercise of stock holding shares in physical mode are advised to avail of the
options by the eligible employees under the Employee Stock facility of dematerialization from either of the depositories.
Option Scheme - 2016. The Company has sent intimation to shareholders who are
holding shares in physical form, advising them to get the
As on March 31, 2019 the total paid up equity share
shares dematerialized.
capital of the Company was ` 20,80,26,650/- consisting
of 10,40,13,325 equity shares of ` 2 each, fully paid up. Transfer to Investor Education and Protection Fund
Pursuant to Regulation 38 of the LODR to achieve minimum
There are no amounts that are due to be transferred to Investor
public shareholding requirement of 25%, our Promoter-
Education and Protection Fund by the Company.
Larsen & Toubro Limited (L&T) - sold 87,71,569 equity shares
between April 1, 2018 till March 31, 2019. The Promoter’s
The Company has sent adequate communication to members
stake thus reduced by 9.93% between April 1, 2018 till
whose dividends are unclaimed requesting them to provide/
March 31, 2019 to 78.88%.
update bank details with the RTA Company, so that dividends
Capital Expenditure paid by the Company are credited to the investors’ account on
As at March 31, 2019 the gross fixed and intangible assets timely basis.
including leased assets, stood at ` 8,087 million (previous
year ` 7,310 million) and the net fixed and intangible assets, The Company has sent communication to Shareholder(s)
including leased assets, at ` 5,654 million (previous year holding shares in physical form for collecting details of their
` 5,530 million). Capital Expenditure during the year is NIL bank account such as Bank name, Bank Branch, MICR number,
(previous year ` 1 million). IFSC Code for payment of dividend to such shareholders,
whose dividend remained unclaimed/unpaid. The Company
Deposits hereafter will be crediting the dividend through electronic
During the year ended March 31, 2019, the Company has not mode instead of revalidating and issuing fresh warrants/DDs
accepted any deposits from the public falling within the ambit to the shareholders.
of Section 73 of the Act and the Rules framed thereunder.
Hence the Company does not have any unclaimed deposits Subsidiary/ Associate/ Joint Venture Companies
as on date. During the year under review, the Company acquired
The MCA vide its notification dated January 22, 2019 has Graphene Semiconductor Services Private Limited along
amended the Companies (Acceptance of Deposits) Rules, with its three overseas subsidiaries and one Indian subsidiary
2014 and as per this notification, the Company is required Company. Graphene Semiconductor Services Private Limited
to file with Registrar of Companies a one-time return in provides end-to-end solutions— right from chip design,
Form DPT-3 for outstanding receipt of money/loan by the embedded software, all the way through providing support
Company, which are not considered as deposits outstanding to mass manufacturing, thereby being a one-stop service
as on March 31, 2019 and for a period from April 1, 2014 to and solution provider. The details of investments in the said
March 31, 2019. Company during the year are as under:
32 33
A. Shares acquired during the year: - Particulars of Contracts or Arrangements with
Name of the Company Type of No of Related Parties
shares/units shares/ units The Audit Committee and Board of Directors have approved
Graphene Semicon- Equity 13,64,601 the Related Party Transaction Policy along with threshold limits
ductor shares and the same has been uploaded on the Company’s website
Services Private Limited http://www.ltts.com/investors
Material changes and commitments affecting are placed on the website of the Company https//www.ltts.
financial position of the company, between the com/investors/corporategovernance.
end of the current financial Year and the date of
the report The notice convening the AGM includes the proposal for
other than stated elsewhere in this report, there are no material appointment / reappointment of Directors.
changes and commitments affecting the financial position of
the Company between the end of the current financial year A. Appointment/Re-appointment of Directors & Key
and the date of this report. Managerial Personnel:
During the year, the following appointments/re-
Conservation of energy, Technology absorption, appointments were made on Board:-
foreign exchange earnings and outgo
information as required to be given under Section 134(3)(m) a.
Mr. Samir Desai was appointed as Independent
of the Act read with Rule 8(3) of the Companies (Accounts) Directors of the Company with effect from
Rules, 2014 is provided in Annexure ‘B’ forming part of this April 30, 2014 to April 29, 2019. Pursuant to
Board Report. the recommendation of the Nomination and
Remuneration Committee, the Board at its Meeting
Risk Management Policy
held on January 17, 2019 has approved the
The Risk Management Committee comprises of Mr. S. N.
Subrahmanyan, Dr. Keshab Panda and Mr. P. Ramakrishnan. re-appointment of Mr. Samir Desai as an Independent
Mr. S. N. Subrahmanyan is the Chairman of the Committee. Director of the Company for further term of five
years with effect from April 30, 2019 upto and
The Company has formulated a risk management policy and including April 29, 2024, subject to approval of the
has in place a mechanism to inform the Board Members about shareholders through special resolution.
risk assessment, including cyber security and minimization
Special Resolution for the continuation of
procedures and periodical review to ensure that executive
Mr. Samir Desai as an Independent Director, who
management controls risk by means of a properly designed
would attain the age of 75 years during his current
framework. The details of the same are given in Annexure ‘D’
tenure forms part of the Notice being sent to the
forming part of this Report.
shareholders.
A detailed note on risk management and the internal controls Based on his skills, experience, knowledge and report
with reference to the financial statement is given under the of their performance evaluation, the Board was of
financial review section of the Management Discussion and the opinion that his association would be of immense
Analysis on page no. 101 of the Annual Report. benefit to the Company and it would be desirable to
avail his services as Independent Director.
Corporate Social Responsibility
The Corporate Social Responsibility (CSR) Committee comprises b. Mr. Amit Chadha and Mr. A.M.Naik, Directors, retire
of Mr. Arjun Gupta, Mr. Sudip Banerjee and Dr. Keshab Panda as by rotation at the ensuing AGM and being eligible,
its Members. Mr. Arjun Gupta is the Chairman of the Committee. offer themselves for re-appointment.
The disclosures required to be given under Section 135 of the The notice convening the AGM includes the proposal
Act read with Rule 8(1) of the Companies (Corporate Social for appointment / re-appointment of Directors.
Responsibility Policy) Rules, 2014 are provided in Annexure ‘C’
to Board report. B. Resignation of Directors & Key Managerial
Personnel:
The CSR Policy framework is available on its website http:// a. Mr. Bhupendra Bhate resigned as Chief Operating
www.ltts.com/media/32150/csr-policy-ltts.pdf. Officer & Whole- time Director of the Company on
May 3, 2019. Mr. Bhate has taken up a role as Chief
Directors and key managerial personnel Innovation Officer in the Company.
appointed/resigned during the year
The terms and conditions of appointment of the Independent The Board places on record its appreciation of
Directors are in compliance with the provisions of the Act and the contribution by Mr. Bhate as Director of the
34 35
Company and conveyed its good wishes for his new employees and the criteria for determining qualifications,
role in the Company. positive attributes and independence of a Director and
also disclosed the policy on the Company’s website http://
The Company has also disclosed on its website www.ltts.com/ and is also enclosed to the Board report as
http://www.ltts.com/investors/ details of the Annexure ‘I’
familiarization programs formulated to educate
the Directors regarding their roles, rights and The Committee has formulated a policy on Board diversity.
responsibilities in the Company and the nature of
the industry in which the Company operates, the Stakeholders’ Relationship Committee
business model of the Company, etc. The Company has in place a Stakeholders’ Relationship
Committee in terms of the requirements of the Act read with
Number of Meetings of the Board of Directors the rules made thereunder and Regulation 20 of the LODR.
This information is given in Annexure ‘D’ Report on Corporate
Governance forming part of this Board Report. Members are The details of the same are given in Annexure ‘D’ - Report
requested to refer to page no. 52 of this Annual Report. on Corporate Governance forming part of this Board Report.
Members are requested to refer to page no. 60 of this Board
Audit Committee Report.
The Company has in place an Audit Committee in terms of
the requirements of Section 177 of the Act read with rules Declaration of Independence
made thereunder and Regulation 18 of the LODR. The Company has received Declarations of Independence
from Independent Directors as stipulated under Section 149(7)
The Committee comprises of 1 Non-Executive Director and 3 of the Act confirming that he/she is not disqualified from
Independent Directors. appointing/continuing as Independent Director. The same are
also displayed on the website of the Company http://www.ltts.
The current members of the Audit Committee are Mr. N. com/investors/investor-download/.The Independent Directors
Kumar-Chairman, Mr. Samir Desai, Ms. Renuka Ramnath have complied with the Code for Independent Directors
and Mr. S.N. Subrahmanyan. During the year under review 4 prescribed in Schedule IV to the Act.
meetings were held on May 22, 2018, July 25, 2018, October
25, 2018 and January 17, 2019. Adequacy of Internal Financial Controls
The Company has designed and implemented a process
The details relating to the same are given in Annexure ‘D’ driven framework for Internal Financial Controls (‘IFC’) within
Report on Corporate Governance forming part of this Board the meaning of the explanation to Section 134(5)(e) of the
Report. Members are requested to refer to page no. 55 of this Act. For the year ended March 31, 2019, the Board is of
Annual Report. the opinion that the Company has sound IFC commensurate
with the nature and size of its business operations and
Company Policy on Directors Appointment and operating effectively and no material weaknesses exist. The
Remuneration Company has a process in place to continuously monitor the
The Company has in place a Nomination and Remuneration same and identify gaps, if any, and implement new and / or
Committee (NRC) in accordance with the requirements of improved controls wherever the effect of such gaps would
Section 178 of the Act read with rules made thereunder and have a material effect on the Company’s operations.
Regulation 19 of the LODR.
Directors Responsibility Statement
The details of the same are given in Annexure ‘D’ - Report The Board of Directors of the Company confirms:
on Corporate Governance forming part of this Board Report. a. In the preparation of Annual Accounts, the applicable
Members are requested to refer to page no. 57 of this Annual accounting standards have been followed along with
Report. proper explanation relating to material departures;
true and fair view of the state of affairs of the Company processes, more time for strategy discussion, Directors
at the end of the financial year and of the profit of the familiarization program etc.
Company for that period;
Disclosure of Remuneration
c.
The Directors have taken proper and sufficient care The details of remuneration as required to be disclosed
for the maintenance of adequate accounting records under the Act and the rules made thereunder are given in
in accordance with the provisions of the Act for the Annexure ‘E’ forming part of this Board Report.
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; The information in respect of employees of the Company
required pursuant to Rule 5(2) and 5(3) of the Companies
d. The Directors have prepared the Annual Accounts on a
(Appointment and Remuneration of Managerial Personnel)
going concern basis;
Rules, 2014, as amended from time to time, is provided in
e. The Directors have laid down an adequate system of Annexure ‘F’ forming part of this Board Report.
internal financial control to be followed by the Company
and such internal financial controls are adequate and In terms of Section 136(1) of the Act and the rules made
operating efficiently; thereunder, the Report and Accounts are being sent to
the shareholders excluding the aforesaid Annexure. Any
f.
The Directors have devised proper systems to ensure Shareholder interested in obtaining copy of the same may
compliance with the provisions of all applicable laws and write to the Company Secretary at the registered office of the
that such systems were adequate and were operating Company. None of the employees listed in the said Annexure
effectively. is related to any Director of the Company.
36 37
Regulation 34 of the LODR and prepared in accordance with the The Secretarial Auditor’s Report to the shareholders does not
applicable Accounting Standards prescribed by the Institute of contain any qualification or reservation or adverse remark.
Chartered Accountants of India (ICAI), in this regard.
Details of Significant and Material Orders Passed
Auditors Report by the Regulators or Courts or Tribunals
The Auditors’ report to the shareholders does not contain any During the year under review, there were no material and
qualification, observation or comment or adverse remark(s). significant orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company’s
Statutory Auditors operations in future.
In view of the mandatory rotation of auditors’ requirement and
in accordance with the provisions of Act Sharp & Tannan, (firm Extract of Annual Return
registration number 109982W) Chartered Accountants, were As per the provisions of Section 92(3) of the Act an extract of
appointed as Statutory Auditors for a period of 4 continuous the Annual Return in Form MGT -9 is provided in Annexure ‘H’
years from the conclusion of 6th Annual General Meeting to this Board Report. The Annual Return is also available on
(AGM) till the conclusion of 10th Annual General Meeting of the website of the Company http://www.ltts.com/investors/.
the Company, in the AGM held on August 22,2018.
Other Disclosures
The requirement to place the matter relating to appointment 1. Corporate Governance Report
of Auditor for ratification by members at every AGM is done Pursuant to Regulation 34 read with Schedule V of
away with vide notification dated May 7, 2018 issued by the LODR, a Report on Corporate Governance and
MCA. Accordingly, no resolution is proposed for ratification of a certificate obtained from the Statutory Auditors
appointment of Auditors in the notice of 7th AGM. confirming compliance, is provided in Annexure ‘D’
forming part of this Board Report.
The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of Chartered 2. Employee Stock Option Scheme
Accountants of India (ICAI) and hold valid certificate issued by There has been no material change in the Employee Stock
the Peer Review Board of the ICAI. Option Scheme – 2016 (ESOP Scheme – 2016) during
the current financial year. The ESOP Scheme -2016 is in
The Auditors have also furnished a declaration confirming compliance with the SBEB Regulations.
their independence as well as their arm’s length relationship
with the Company as well as declared that they have not taken The disclosure relating to the ESOP Scheme - 2016
up any prohibited non-audit assignments for the Company. required to be made under the Act and rules made
thereunder and the SBEB Regulations together with
a certificate obtained from the Statutory Auditors,
The Audit Committee reviews the independence and
confirming compliance, is provided on the website of the
objectivity of the Auditors and the effectiveness of the Audit
Company http://www.ltts.com/investors/.
process.
The Statutory Auditors’ certificate confirming compliance
The Auditors attend the AGM of the Company. Also see page with the Act and the SBEB Regulations is reproduced
no. 62 forming part of Annexure D of this Board Report. below:
The Secretarial Audit Report issued by Mrs. Naina Desai, 2 We have examined Employees Stock Option Scheme
Practicing Company Secretary is attached as Annexure ‘G’ to (‘the Scheme’) of L&T Technology Services Limited
this Board Report. (‘the Company’), books of accounts and other
7.
We have carried out an examination of the SHARP & TANNAN
Scheme, books of accounts and other relevant Chartered Accountants
records of the Company in accordance with the Firm’s registration no.109982W
Guidance Note on Reports or Certificates for by the hand of
Special Purpose (Revised 2016) issued by the Firdosh D. Buchia
Institute of Chartered Accountants of India (‘the Partner
ICAI’), which requires that we comply with the Mumbai, May 3, 2019 Membership no. 038332
ethical requirements of the Code of Ethics issued
38 39
3. No disclosure is required under Section 67(3)(c) of the Act initiatives taken by the Company from an environmental,
in respect of voting rights not exercised directly by the social and governance perspective. The activities carried
employees of the Company as the provisions of the said out by the Company as a part of its CSR initiatives during
section are not applicable. 2018-19 are covered in the same.
Annexure A
Dividend Distribution Policy
40 41
External Factors: • Liquidity Position: A company’s liquidity position also
• Legal/ Statutory Provisions: The Board should keep determines the level of dividend. If a company does not
in mind the restrictions imposed by Companies Act, have sufficient cash resources to make dividend payment,
any other applicable laws with regard to declaration then it may reduce the amount of dividend pay-out.
and distribution of dividend. Further, any restrictions
on payment of dividend by virtue of any regulation as • Future Requirements: If a company foresees some
may be applicable to the Company may also impact the profitable investment opportunities in near future
declaration of dividend. including but not limited to Brand/ Business Acquisitions,
Expansion of existing businesses, Additional investments
• S tate of Business Environment: The Board will endeavor in subsidiaries/associates of the Company, Fresh
to retain larger part of profits to build up reserves to investments into external businesses, then it may go for
absorb future shocks in case of uncertain or recessionary lower dividend and vice-versa.
economic conditions.
• Leverage profile and liabilities of the Company.
• Nature of Industry: The nature of industry in which a
• Any other factor as deemed fit by the Board.
company is operating, influences the dividend decision,
like stability of earnings will influence stable dividend.
RETAINED EARNINGS
The portion of profits not distributed among the shareholders
• T axation Policy: The tax policy of a country also influences
but retained and used in business are termed as retained
the dividend policy of a company. The rate of tax directly
earnings. It is also referred to as ploughing back of profit. The
influences the amount of profits available to the company
Company should ensure to strike the right balance between
for declaring dividends.
the quantum of dividend paid and amount of profits retained
in the business for various purposes. These earnings may be
• Capital Markets: In case of unfavorable market conditions,
utilized for internal financing of its various projects and for
the Board may resort to a conservative dividend pay-out fixed as well as working capital. Thus the retained earnings
in order to conserve cash outflows and reduce the cost of shall be utilized for carrying out the main objectives of the
raising funds through alternate resources. Company and maintaining adequate liquidity levels.
Annexure B
a. Conservation of Energy: • Double glazing façade, thereby having less transfer
The Company being a Technology driven Company, of heat. Advantage is less usage of HVAC
has always adapted new technologies in its office
• Increased chilled water temperature by 1 deg to
infrastructure setup. Conservation of Energy is one of
have energy savings
the most important factors while designing the office
infrastructure. • ccupancy sensors in work areas, to switch off
O
lights when there are no employees
The office zones are created and provided with
• ater cooled Chillers which consume lesser power
W
occupancy sensors to automatically sense presence/
as compared to Air cooled chillers
absence of humans. The Company in its offices has
Energy management technology installed which • Installed VRF units for 24x7 operation which
re-estimate the maximum demand and changes will consume much less power as compared to
accordingly thereby saving electricity consumption. conventional Split A/c
Some of the conservation measures incorporated are • tilizing free cooling during winter (Making use of
U
as follows: Ambient temperature to cool office areas)
42 43
have the following modules in place and work in progress to These digital technology developments are taking place with
complete the rest in Qtr1 FY20. two objectives in mind
• Migration from multiple stand-alone systems to one
1. Provide a stellar employee experience &
system
2. Increased productivity
• Enhanced Employee Lifecycle Management Processes
• E nhanced Career Development and Succession Planning c. Foreign exchange earnings and outgo:
Automation The Company exports engineering and designing services
mainly to North America, Europe, Middle East, Japan,
• nriching Employee Continuous
E Feedback and
Korea and other APAC countries.
Development Experience
We believe Automation and Artificial Intelligence / Machine The total foreign exchange earned and used for the
Learning is backbone for our operational efficiency. With period under review is as under:
introduction of ASK GENIE, employees can use the bot to
complete all transactional activities as Leave Application, Particulars ` million
Attendance Regularisation, Updating Personal Information, Foreign exchange earned 40,260
Knowing Policies etc. anywhere, anytime on their mobile
while on the move. Work is in progress on introducing Voice Foreign exchange used 21,491
Bot, Robotic Process Automation (RPA) and adding Artificial
Intelligence to Talent Acquisition module.
Annexure C
Annual Report on Corporate Social Responsibility (CSR) Activities
1. A
brief outline of the Company’s CSR policy, To meet the country’s increasing need for quality &
including overview of projects or programs affordable healthcare, LTTS expanded the sphere of
proposed to be undertaken and a reference its health – related interventions this year. While LTTS
to the web-link to the CSR policy and projects has been concentrating on eradication of avoidable
or programs. blindness in rural areas in the past, in FY 2018 – 2019,
L&T Technology Services Ltd. is committed to promoting LTTS spearheaded CSR programs to improve the health
a culture of caring, trust, and continuous learning, of women and children with pre-natal care in tribal areas
while meeting the expectations of its stakeholders and along with cancer screening & awareness camps.
the world at large. As a responsible corporate citizen,
we undertake several transformational initiatives that LTTS’ health programs venture deeper into rural areas
contribute towards community empowerment and through following health projects;
all-round societal development. With strategic social
Pre-natal care in tribal areas
investments in several key areas like healthcare, water
restoration, skill development and education; we foster Rural eye care centers
long-term sustainable community development and drive Mobile eye surgical camps
initiatives that aim to make a meaningful impact. Cancer screening & awareness camps
c. Sports
• 0,146 rural patients were screened for eye-
1
d. Water conservation related ailments, 1000 cataract operations
e. Environment were performed and 1,500 spectacles were
provided at Uran and Murbad in Maharashtra
f. Protection & Restoration of Public Places
through Laxmi Charitable Trust.
g. Corporate Volunteering Program
• 7,554 patients were screened and 1,149
Our ‘CSR’ approach is based on the dedicated cataract surgeries were performed in the sates
involvement of our employees, who get as much value of Andhra, Tamil Nadu & Karnataka through 8
out of the initiatives, as much as the recipients. mobile eye surgical camps in partnership with
Sankara Nethralaya
A. Health
Healthcare remains a glaring gap in rural India. Most
patients from rural areas are unaware of their health • 5,181 people were screened, and around
conditions and are unable to reach primary healthcare 277 probable cases of oral, breast, cervical
centers which is located many kilometers away – making and other cancers have been identified in
it difficult to afford the treatment or the travel, leaving Bangalore and Dakshin Karnataka through
them ignorant, in a state of suffering. cancer screening camps.
44 45
s many as 23,400 people in rural areas benefitted from
A kill Development: Despite the rapid strides made
S
pre-natal care, eyecare and cancer screening programs. in technology, majority of country’s population lacks
digital literacy. The digital revolution in India can be
B. Education and Skill Development holistic only if the rural populace is motivated to take
ducation: LTTS firmly believes that education empowers
E part in it. The government has been trying to bring
people to fight social ills like poverty and ignorance. LTTS the enthusiastic youth and working population who is
education programmes are designed to achieve and eager to be a part of the modernization process, to join
provide a steady stream of scientists and innovators of the digital fold.
the future.
LTTS undertook the skill development project to train
LTTS strives towards improve education standards via; the rural youth from Gujarat and Karnataka and create
Mini science labs employment opportunities;
Mobile science labs
• Skills training was provided across industries like
Teacher training programs hospitality, retail, BFSI and IT/ITES to 200 differently
Digital classrooms abled youth in Karnataka
Career counselling
• 30 rural youth from Kharel, Gujarat were trained
5
Quizzes, Science fairs and Vedic math workshops
in basic computing skill in line with Skill India and
National Digital Literacy Mission imparting use of
• 37,952 students and 150 teachers from 23
technology, assistive aids and soft skills
government schools in Vadodara benefitted
from the mini science labs project
Overall 730 rural youth benefitted from skill development
projects
• 11,789 students and 155 teachers between
Grades 5 – 10 from 49 government schools C. Sports
in Bangalore, Mysuru, Kancheepuram, Navi
As many as 70 million people with various disabilities live
Mumbai and Hyderabad benefitted from
in the country, and only 0.1 million of them could secure
mobile science labs project
employment although 3% of all government jobs are
reserved for them.
• 20 teachers from various government schools
1
across India, in association with Indian Institute LTTS initiated inclusivity by providing a platform for the
of Science (IISc), Bangalore were trained and differently-abled, to showcase their talent through Sports
40 teaching kits were given to government in partnership with ASTHA and Samarthanam Trust to
schools in Karnataka benefiting 13,000 train differently-abled youth to motivate them to take
students in all sports as a career and help them fetch employment.
Triangular Blind cricket series was organised as part of Increase in water table to the tune of 2 meters is estimated
the project between India, Sri Lanka and England in to benefit around 10,000 people and 2,476 hectares of
which India beat Sri Lanka in the LTTS Tri Series finals by land is made cultivable through watershed project.
9 wickets
Watershed+
Wheel Chair Tennis Watershed+, project activities address the community’s
LTTS supported a wheelchair tennis tournament in needs by providing adequate and safe drinking water
Chennai, which saw participation from 36 players (both through proper pipeline network, restructuring the
male and female). The players came from 5 states viz. improper sewage drainage line, providing sanitation
Karnataka, Tamil Nadu, New Delhi, Madhya Pradesh and facilities, renewable energy solution, promoting income
Maharashtra. generation activities and improvising the agricultural
production system in five villages; Kolwadi, Kathwadi,
D. Water Conservation Mangdari, Ketkavane and Nigde villages of Pune
Excessive farming, lack of water retention processes and District, Maharashtra.
structures; coupled with lack of awareness; has led to
water crisis in rural India. Key achievement of the project
• Constructed new drinking water well
LTTS has been working since 2016 to alter the socio-
economic dynamic of parched communities; by • Installed solar powered pump for water supply
undertaking holistic developmental programmes • Installed water purification plant for hygienic &
starting with building water conservation and harvesting healthy drinking water
infrastructure. • Constructed rice & flour mill for value addition
Watershed Project
E. Environment
The integrated watershed management projects in
Solar household electrification
partnership with National Agro Foundation drive a broad
Despite being referred to as a utility, electricity remains a
range of impactful activities. Apart from building water
luxury for many underprivileged communities across the
infrastructure, de-silting wells and creating farm bunds,
country. The worst affected are tribal community who live
the projects also guide beneficiaries on activities that
in clearings near villages, literally far off from civilization.
improve soil health, farm productivity and increasing
Due to the distance, it is not possible for them to easily
green and tree cover;
connect to the grid.
• 3 farm ponds ,17 check ponds and 2 village
6
ponds were built during the year across five village LTTS has devised a unique method to bring light to
in Pune district (Maharashtra) and 4 villages in these tribal community since 2017 using energy efficient
Kancheepuram district (Tamil Nadu) solar energy to individual household. The project was
• 3 drinking water community wells renovated implemented in partnership with Swamy Vivekananda
• 300 acres of fallow land converted into cultivable Youth Movement (SVYM).
land
Since 2017, LTTS has provided solar electrification to 94
• 0 farmers benefitted from Vermicomposting
6
homes and 400 people have benefitted. Two community
training organized for village watershed committee
(VWC) members centres, one government primary school, 1 anganwadi,
and 29 street lights have been installed in three tribal
• 5000 horticulture & 1250 agroforestry samplings
villages of Manchegowdana Halli, Vaderahalli Hadi and
distributed benefitting 600 farmers
Chikkabaragi Hadi tribal villages in Mysore District,
• 4 units of toilets constructed in 4 government Karnataka who, now enjoy the benefits of pollution-free
schools, 180 children and 16 school teachers and sustainable energy source.
benefitted
• veterinary camps organized benefitting 1,220
5 Solar electrification was provided to 33 houses in FY
animals treated 2018 – 2019 in the second phase of the project.
46 47
Key achievements of the project • oundabout development & maintenance and a
R
• Reduction in usage of kerosene oil up to 4 liters / park maintenance, Mysore
month / family
T he maintenance and development of Dr Jagjivan
• ssured safety among tribal community from wild
A
Ram roundabout near the Mysore railway station
animals and snake bites
and the maintenance of Dr. Rajkumar park was
• S chool going children spend more time on their undertaken in the FY 2018 – 2019
studies during night hours
T he total area of the park is 7.2 acres and the circle is
F. Protection & Restoration of Public Places
1,000 Sq. Ft. LTTS was conferred with the 1st prize by
LTTS has been following the group’s green ethos, and
the Commissioner of Mysore to make Mysore greener,
has been taking up green and clean initiatives across the
visually appealing & beautiful.
country. These initiatives include highway beautification
projects and restoration of public places in the interest of
LTTS maintains & develops a total 4,45,000 lakh sq. ft.
local communities and pride of the nation. The objective
under the initiative “green coverage”.
is to transform them into culturally significant areas,
while planting and maintaining trees and provide a green
G. Corporate volunteering program (CVP)
cover for visual aesthetics.
Employee volunteers are named as “Samaritans”
The employees of LTTS play a significant role in the
Under this LTTS in FY 2018 – 2019 had undertaken four
success of every endeavour, and the LTTS volunteering
projects for the maintenance and development;
program is no exception. Our employees were involved
• oad divider median development & maintenance
R in various corporate volunteering activities like school
project, Navi Mumbai wall painting, traffic monitoring, hands on science
activities, on-line teaching to children in rural schools,
LTTS in collaboration with Meta Design undertook cleaning the public places, sports activities with school
to maintain and develop a road median project children and distribution of materials as part of the
between Koperkhairne and Rabale of around ‘joy of giving activities’, blood donation, orphanage
6.5 Kms. length on the Thane Belapur Road, Navi visits etc. with zeal, enthusiasm, commitment and
Mumbai dedication.
• Under flyover development & maintenance, ‘Samaritans’ across locations participated and supported
Bengaluru relief and rehabilitation work for the Kerala Flood
and Cyclone “Gaja” in Tamil Nadu by collecting and
As a part of Bangalore Municipal Commissioner’s distributing immediate relief items like; food, water, first
Adopt a flyover initiative, LTTS in partnership with aid kits
India Rising Trust, undertook a project to build
and beautify the walk path / foot path under 1,437 Samaritans dedicated 3,597 hours to volunteering
Veeranapalya flyover near Manyata Tech Park, work for 40 volunteering activity across LTTS locations
Hebbal. The total area is 30,000 sq. ft. which is during the year
divided into four sections. The project turned this
vacant space into a utility area for the locals with CSR Policy of the Company is available on the Company’s
barricades, U-turns and public seating with shelter. website: https://www.ltts.com/about-us/csr
This project improved the aesthetics with overall 2. The Composition of the CSR Committee
cleanliness of the area. This is a part of the city’s
• Mr. Arjun Gupta, Chairman
endeavor to transform vacant and dirt-gathering
areas under flyovers into beautiful gardens, which • Mr. Sudip Banerjee, Member
Bangalore is known for. • Dr. Keshab Panda, Member
3. A
verage net profit of the Company for last Indian Cancer Society, CareNx, ASTHA, Samarthanam
three financial years: Trust for the disabled and L&T Public Charitable Trust.
` 5,133 Million
Focus areas such as Health, Education, Skill Development,
Water, Environment and Sports were given priority as per
4. P
rescribed CSR Expenditure for FY 2019 (two
the CSR Policy of the Company.
per cent of the amount as in item 3 above):
` 102.7 Million
` 1.4 million worth of projects have got delayed in
implementation, for which activities will be planned in FY
5. D
etails of CSR spent during the financial year 2019-2020, in addition to prescribed CSR Expenditure of
FY 2019: FY 2019-20.
i. Total amount spent: ` 101.3 Million
7. A
Responsibility statement of the CSR
ii. Amount unspent, if any: ` 1.4 Million Committee that the implementation and
iii.
Manner in which the amount spent during the FY monitoring of CSR Policy, is in compliance with
19 is detailed below as per table enclosed CSR objectives and Policy of the Company.
The CSR Committee hereby affirms that:
6. In case the Company has failed to spend the
two per cent of the average net profit of the • T he Company has duly formulated a CSR Policy
Framework which includes formulation of a CSR
last three financial years or any part thereof,
Theme, CSR budget and roles and responsibilities
the Company shall provide the reasons for not
of the Committee, CSR team formed for
spending the amount in its Board report.
implementation of the CSR policy;
The objective of our CSR Policy is to create a visible
impact in the focus areas for the beneficiaries and not
• The Company has constituted a mechanism to
just spending the requisite amount.
monitor and report on the progress of the CSR
programs;
The Company has made efforts to identify projects in
line with its CSR focus areas. In FY2019, the Company The activities undertaken by the Company as
has spent its CSR amount through credible implementing well as the implementation and monitoring
partners such as Indian Institute of Science, Arch mechanisms follow its CSR objectives, policies
Development Foundation, Agastya International & its framework.
foundation, eVidyaloka, National Agro Foundation,
Swami Vivekananda Youth Movement, Meta Design, India Keshab Panda Arjun Gupta
Rising Trust, Sankara Nethralaya, Laxmi Charitable Trust, CEO & Managing Director Chairman – CSR Committee
48 49
(` in Millions)
Sr. CSR Project Sector in Project or Amount Amount spent Cumulative Amount
No or Activity which the programs outlay to on projects or expenditure Spent:
Identified project is Local area or project programs up to the Direct or
covered other (Budget) Sub Heads: reporting through
Specify the project or Direct period implementing
state and program wise Expenditure agency
district were on projects or
program and programs
projects was Overheads +
undertaken taxes
4. Protection & Protection & Karnataka 15.00 14.90 14.90 Meta Design
restoration of Restoration Maharashtra India Rising
public places Trust
Annexure D
Corporate Governance Report
Company’s Corporate Governance Philosophy None of the Directors on the Company’s Board is a
In line with the L&T Group philosophy, your Company firmly member of more than 10 Committees and chairman
believes in adherence to good corporate governance practices of more than 5 Committees across all Public Limited
and constant efforts are made to improve such practices and companies including listed entities in which he/she is a
to adopt emerging best practices. Your Company is committed Director.
to continuously scaling up its corporate governance standards.
The Company’s essential character revolves around values b. Meetings of the Board:
based on transparency, integrity, professionalism and The Board Meetings are held at regular intervals with
accountability. The Company has adopted a Code of Conduct a time gap of not more than 120 days between two
for its employees including the Managing Director and the consecutive meetings. Additional meetings are held
Executive Directors. In addition, the Company has adopted whenever deemed necessary for the conduct of business.
a Code of Conduct for its non-executive directors which During the year under review, 4 board meetings were
includes Code of Conduct for Independent Directors which held on May 22, 2018, July 23, 2018, October 25, 2018
suitably incorporates the duties of independent directors as and January 17, 2019.
laid down in the Act.
The Independent Directors met on May 3, 2019 to discuss
Corporate Governance Guidelines the performance evaluation of the Board, Committees,
The Management continuously strives to follow the global Chairman and the individual Directors.
best practices and timely disclosure of accurate information
pertaining to financials & performance in accordance with The Company Secretary prepares the agenda and the
good governance practices. explanatory notes, in consultation with the Chairman
50 51
and circulates the same in advance to the Directors. items being discussed by the Board of Directors as and
Every Director is free to suggest the inclusion of any when necessary.
item(s) on the agenda. The Board meets at least once in
every quarter, inter alia, to review the quarterly financial The Minutes of the proceedings of the Meetings of the
results. The Company also provides Video Conference Board of Directors are noted and the draft minutes are
facility, if required, for participation of the Directors at circulated amongst the Members of the Board for their
the Board/Committee Meetings. Presentations are made perusal. Comments, if any, received from the Directors
on business operations to the Board by the CEO & are also incorporated in the Minutes, in consultation with
Managing Director of the Company. Senior Management the Chairman. Thereafter the minutes are signed by the
Personnel are invited to provide additional inputs for the Chairman of the Board at the next meeting.
The following is the composition of the Board of Directors as on March 31, 2019. The Directors strive to attend all the Board /
Committee meetings. Their attendance at the Meetings held during the year and at the last AGM was as under:
None of the Directors hold the office of director in more than the permissible number of companies under Section 165 of the
Act or Regulation 17A of the LODR.
The names of the listed entities (whose equity and debt securities are listed) wherein the Director holds directorships as on
March 31, 2019 are as follows:
Name of Director Names of Listed entities where he holds Directorship Category of Directorship
Mr. A. M. Naik Larsen & Toubro Limited Non-Executive Chairman
Larsen & Toubro Infotech Limited Non-Executive Chairman
L&T Technology Services Limited Non-Executive Chairman
Mr. S. N. Subrahmanyan Larsen & Toubro Limited CEO & MD
Larsen & Toubro Infotech Limited Non-Executive Vice-Chairman
L&T Metro Rail (Hyderabad) Limited Chairman
L&T Technology Services Limited Non-Executive Vice-Chairman
Dr. Keshab Panda L&T Technology Services Limited CEO & MD
Mr. Amit Chadha L&T Technology Services Limited President Sales and Business
Development & Whole Time Director
Mr. Bhupendra Bhate* L&T Technology Services Limited COO & Whole Time Director
Mr. Samir T. Desai Larsen & Toubro Infotech Limited Independent Director
L&T Technology Services Limited Independent Director
Ms. Renuka Ramnath Tata Communications Limited Independent Director
Arvind Limited Independent Director
Ultratech Cement Limited Independent Director
PVR Limited Non-Executive Director
Indian Energy Exchange Limited Non-Executive Director
L&T Technology Services Limited Independent Director
Network 18 Media & Investments Limited Independent Director
Vastu Housing Finance Corporation Nominee Director
Mr. Arjun Gupta Larsen & Toubro Infotech Limited Independent Director
L&T Technology Services Limited Independent Director
Mr. Sudip Banerjee IFB Industries Limited Non-Executive Director
Kesoram Industries Limited Independent Director
Larsen & Toubro Infotech Limited Independent Director
L&T Technology Services Limited Independent Director
Mr. Narayanan Kumar Larsen and Toubro limited Independent Director
MRF limited Independent Director
Mphasis limited Independent Director
Take Solutions limited Independent Director
Entertainment Network (India) limited Independent Director
Bharti Infratel Limited Independent Director
L&T Technology Services Limited Independent Director
* resigned as Director and COO w.e.f May 3, 2019
As on March 31, 2019, the number of other Directorships & Memberships / Chairmanships of Committees of the Board of
Directors are as follows:
Name of Director No of other company No. of Committee No. of Committee
Directorships Membership Chairmanship
Mr. A. M. Naik 4 0 0
Mr. S. N. Subrahmanyan 3 2 0
Dr. Keshab Panda 0 0 0
Mr. Amit Chadha 0 0 0
Mr. Bhupendra Bhate* 0 0 0
Mr. Samir T. Desai 1 1 0
Ms. Renuka Ramnath 7 2 1
Mr. Arjun Gupta 1 0 0
Mr. Sudip Banerjee 3 1 0
Mr. Narayanan Kumar 9 3 4
* resigned as a Director and COO w.e.f. May 3, 2019
Notes: -
1. Other Company Directorship includes directorship in all entities whose securities are listed, public related Companies (whether listed or not)
and excludes private limited Companies, foreign Companies and Section 8 Companies.
2. The Committee Chairmanships/ Memberships are disclosed as per Regulation 26 of the LODR.
52 53
c. Information to the Board: • Any materially relevant default, if any, in financial
The Board of Directors has complete access to the obligations to and by the Company or substantial
information within the Company, which inter alia non-payment for goods sold or services rendered, if
includes - any
• Annual revenue budgets and capital expenditure • Any issue, which involves possible public or product
plans liability claims of substantial nature, including any
Judgment or Order, if any, which may have strictures
• Quarterly results and results of business segments
on the conduct of the Company
• Financing plans of the Company
• Developments in respect of human resources
• Minutes of meeting of Board of Directors,
• Compliance or Non-compliance of any regulatory,
Audit Committee, Nomination & Remuneration
statutory nature or listing requirements and investor
Committee, Stakeholders Relationship Committee,
service such as non-payment of dividend, delay in
Corporate Social Responsibility Committee and Risk
share transfer, etc., if any
Management Committee
• The Board has identified the following skills/
• Details of any joint venture, acquisitions of
expertise/ competencies fundamental for the
companies or collaboration agreement
effective functioning of the Company which are
• Fatal or serious accidents, dangerous occurrences, currently available with the Board:
any material effluent or pollution problems.
a) Matters required to be included in the Director’s 12. Reviewing, with the management, performance
Responsibility Statement to be included in the of statutory and internal auditors, adequacy of the
Board’s report in terms of clause (c) of sub- internal control systems;
section 3 of section 134 of the Companies Act,
2013;
54 55
13. Reviewing the adequacy of internal audit function, 24. Review Internal audit reports relating to internal
if any, including the structure of the internal audit control weaknesses;
department, staffing and seniority of the official
heading the department, reporting structure 25. Review the appointment, removal and terms of
coverage and frequency of internal audit; remuneration of the chief internal auditor;
14. Discussion with internal auditors of any significant 26. Review of Statement of deviations if any;
findings and follow up there on;
27. Reviewing the utilization of loans and/ or advances
15. Reviewing the findings of any internal investigations from/investment by the holding company in the
by the internal auditors into matters where there is subsidiary exceeding rupees 100 crore or 10% of the
suspected fraud or irregularity or a failure of internal asset size of the subsidiary, whichever is lower including
control systems of a material nature and reporting existing loans / advances / investments existing as on
the matter to the board; the date of coming into force of this provision.
23. Review of Management letters / letters of internal The CEO & Managing Director and CFO of the Company
control weaknesses issued by the statutory auditors; are permanent invitees of the Meetings of Audit
Committee. Statutory and Internal Auditors or their 7. Any other terms of reference as may be referred
representatives are permanent invitees for the meetings by the Board or as may be provided under the
of the Committee. The Company Secretary is the Companies Act, or the Listing Regulations, or by
Secretary to the Committee. any other regulatory authority.
56 57
The Independent Directors comply with the definition for attending each meeting of the Board and ` 25,000/-
of Independent Directors as given under Section 149(6) for attending each Committee Meeting during the
of the Act and Regulation 16(1)(b) of the LODR. While year to the Independent Directors and Non-Executive
appointing/re-appointing any Independent Directors/ Chairman. The commission is paid subject to a limit
Non-Executive Directors on the Board, the NRC considers not exceeding 1% p.a. of the profits of the Company
the criteria as laid down in the Act and the LODR. as approved by shareholders (computed in accordance
with Section 197 of the Act.
All the Independent Directors give a certificate confirming
that they meet the “independence criteria” as mentioned The commission to Independent Directors is distributed
in Section 149(6) of the Act and the LODR. broadly on the basis of their attendance, contribution
at the Board, the Committee meetings, Chairmanship
These certificates have been placed on our corporate of Committees etc. The Non – Executive Chairman is
website www.ltts.com. paid a fixed commission which is recommended by the
Nomination & Remuneration committee and is approved
The Board has taken on record the declaration and by the Board.
confirmation submitted by the Independent Directors
after assessing the veracity of the same. As required under the provisions of Regulation 46 of the
LODR, the criteria for payment to Independent Directors/
Further, the Board is of the opinion that the Independent Non-Executive Directors is made available on the investor
Directors fulfil the conditions specified in the LODR and page of our corporate website www.ltts.com.
are independent of the management.
• erformance Evaluation Criteria for Independent
P
• Remuneration Policy Directors:
The remuneration of the Board members is based on
The performance evaluation questionnaire covers
the Company’s size & global presence, its economic & specific criteria with respect to the Board & Committee
financial position, industrial trends, compensation paid composition, structure, culture, effectiveness of the
by the peer companies, etc. Compensation reflects each Board and Committees, functioning of the Board and
Board member’s responsibility and performance. The level Committees, information availability, remuneration
of compensation to Executive Directors is designed to be structure, succession planning etc. It also contains
competitive in the market for highly qualified executives. specific criteria for evaluating the performance of the
Chairman and individual Directors.
The Whole Time Directors are paid remuneration by
way of salary, perquisites, variable pay and commission,
The evaluation is done by Chairman of the
wherever applicable based on recommendation of Nomination & Remuneration Committee and the
the NRC, approval of the Board and the shareholders. same is discussed in the meeting of the NRC.
The commission is based on the performance of the
business/ function as well as other qualitative factors. Thereafter, the Chairman of NRC apprises the Board
The commission is calculated with reference to net profits on the performance evaluation results and also the
of the Company in the financial year subject to overall suggestions made by the Board Members, if any.
ceilings stipulated under Section 197 of the Act.
Members are also requested to refer to page no. 37
The Independent Directors and Non-Executive Chairman of the Board Report.
are paid remuneration by way of commission & sitting
fees. The Company is paying sitting fees of ` 50,000/-
• Details of Remuneration Paid/Payable to Directors for the Year Ended March 31, 2019
(a) Executive Directors:
The details of remuneration paid/payable to the Executive Directors are as follows:
(` million)
Name of Director Salary p.a Variable Pay Profit sharing Commission
Dr. Keshab Panda, CEO and Managing Director 46.69 8.69 13.79
Mr. Amit Chadha, President Sales and Business 31.62 15.70 -
Development and Whole Time Director
Mr. Bhupendra Bhate, COO and Whole Time 8.41 2.25 -
Director*
*resigned as a Director and COO w.e.f. 3rd May 2019
Notes: -
1. Dr. Keshab Panda and Mr. Amit Chadha have been paid remuneration in USD. Accordingly, the figures mentioned in INR are
equivalent to USD.
The above amount does not include gratuity, leave encashment, perquisite on ESOP allotment and tax on ESOPs borne
by employer.
Notice period for termination of appointment of Managing Director and other Whole-time Directors is three months
on either side.
Details of Options granted under Employee Stock Option Schemes are provided on the website of the Company
www.ltts.com.
Shares and convertible instruments held by the Non-Executive Directors as on March 31, 2019 are as follows:
58 59
Stakeholders’ Relationship Committee • Meetings
• Terms of Reference During the year ended March 31, 2019, the SRC
The terms of reference of the Stakeholders’ Relationship committee met 4 (Four) times May 22, 2018, July 23,
Committee include the following: 2018, October 25, 2018 and January 17, 2019. The
attendance of Members at the Meetings was as follows:
1. To redress grievances of shareholders, debenture
Name of Director Position No. of No. of
holders and other security holders;
in the Meetings Meetings
Committee held Attended
2. Investigating complaints relating to allotment of during
shares, approval of transfer or transmission of the year
shares, debentures or any other securities; Ms. Renuka Chairman 4 2
Ramnath
3. Issue of duplicate certificates and new certificates
Mr. Sudip Banerjee Member 4 4
on split/consolidation/renewal;
Dr. Keshab Panda Member 4 4
4. To consider and resolve grievances related to non-
receipt of declared dividends, annual report of the Meetings held during the year are expressed as number
Company or any other documents or information to of meetings eligible to attend. The meetings were chaired
be sent by the Company to its shareholders; and by Mr. Sudip Banerjee in the absence of Ms. Renuka
Ramnath.
5. Carrying out any other function as may be decided
by the Board or specified/provided under the Mr. Kapil Bhalla, Company Secretary is the Compliance
Companies Act, 2013 or SEBI (Listing Obligations Officer.
and Disclosure Requirements) Regulations, 2015 or
by any other regulatory authority. • Number of Requests/Complaints
During the year, the Company has resolved investor
6. Resolving the grievances of the security holders of the grievances expeditiously.
listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, During the year, the Company/ its Registrar received the
non-receipt of declared dividends, issue of new/ following complaints from SEBI/Stock Exchanges and
duplicate certificates, general meetings etc. queries from shareholders, which were resolved within
the time frames laid down by SEBI.
7. Review of measures taken for effective exercise of
voting rights by shareholders.
Particulars Opening Received Resolved Pending
8. Review of adherence to the service standards Balance
adopted by the listed entity in respect of various Complaints: NIL NIL NIL NIL
services being rendered by the Registrar & Share SEBI/ Stock NIL NIL NIL NIL
Transfer Agent. Exchange
Shareholder NIL 41 41 NIL
9. Review of the various measures and initiatives taken Queries:
by the listed entity for reducing the quantum of Dividend NIL 68 68 NIL
unclaimed dividends and ensuring timely receipt of Related
dividend warrants/annual reports/statutory notices Transmission/ NIL NIL NIL NIL
by the shareholders of the company. Transfer
Demat/Remat NIL NIL NIL NIL
• Composition
The Stakeholders’ Relationship Committee (SRC) as The Board has delegated the powers to approve transfer
on March 31, 2019, comprised of two Independent of shares to Share Transfer Committee comprising of
Directors and one Executive Director as its members. The Chief Financial Officer and Company Secretary. Pursuant
Chairman of the Committee is an Independent Director to SEBI press release dated 3rd December 2018, requests
of the Company. for transfer of securities after April 1, 2019, shall be
executed only in dematerialised form and hence the Meetings held during the year are expressed as number
Share Transfer Committee shall not approve any request of meetings eligible to attend.
for transfer of shares in physical form. The detailed disclosures of CSR spending during the year
has been given in Annexure ‘C’ forming part of this Board
Corporate Social Responsiblity Committee Report. Please refer to Page 50 of this Annual Report.
• Terms of Reference
The terms of reference of the CSR Committee are as Risk Management Committee
under: • Terms of reference
The terms of reference of the Risk Management
1. To formulate and recommend to the Board, a Committee include the following:
Corporate Social Responsibility Policy which
shall indicate the activities to be undertaken by 1. Framing, implementing, reviewing and monitoring
the Company as specified in Schedule VII of the the risk management plan for the Company;
Companies Act, 2013 including any amendments
thereto; 2.
Laying down risk assessment and minimization
procedures and the procedures to inform Board of
2. To recommend the amount of expenditure to be the same;
incurred on the CSR activities referred to in the
above clause; and 3. Oversight of the risk management policy/ enterprise
risk management framework (identification, impact
3. To monitor CSR policy of the Company including assessment, monitoring, mitigation & reporting);
instituting a transparent monitoring mechanism
for implementation of CSR projects or programs or 4. Review key strategic risks at domestic/international,
activities undertaken by the Company. macro-economic & sectoral level (including market,
competition, political & reputational issues);
• Composition
As on March 31, 2019 the CSR Committee comprised 5. Review significant operational risks; and
of two Independent Directors and one Executive Director
as its members. The Chairman of the Committee is an 6. Performing such other activities as may be delegated
Independent Director. by the Board of Director or specified/ provided
under the Companies Act, 2013 or by the SEBI
• Meetings (Listing Obligations and Disclosure Requirements)
During the year, the committee met 2 (Two) times on Regulations, 2015 or statutorily prescribed under
May 22, 2018 and October 25, 2018. any other law or by any other regulatory authority.
60 61
• Meetings Independent Directors through their interactions
Risk Management Committee was held on January 17, and deliberations give suggestions for improving
2019 during the year ended March 31, 2019. overall effectiveness of the Board and its Committees.
Name Position No. of No. of
Independent Directors have the freedom to interact with
in the Meetings Meetings the Company’s management.
Committee held Attended
during As part of the appointment letter issued to Independent
the year Directors, the Company has stated that it will facilitate
Mr. S.N. Chairman 1 1 attending seminars/programs/conferences designed to
Subrahmanyan train directors to enhance their role as an Independent
Dr. Keshab Panda Member 1 1 Director.
Mr. P. Ramakrishnan Member 1 1
This information is also available on the website of the
Other information: Company www.ltts.com.
• Directors’ Familiarization Program
All directors are aware and are also updated as and when • Risk Management Framework:
required of their responsibilities, roles and liabilities. Please refer page no. 61 of Board Report
The Company holds Board meetings in Landmark, • Vigil Mechanism /Whistle Blower Policy
Mumbai and also if necessary, in locations, where it Please refer page no. 40 of the Board Report.
operates.
• Statutory Auditors
The internal newsletters of the Company, the press In the case of appointment of new auditors, the Audit
releases, etc. are uploaded on website of the Company Committee evaluates various audit firms based on
so that our directors are updated about the operations of approved criteria as given herein below. The Audit
the Company. firms are required to make a presentation to this
Committee. The Committee considers factors such
The website of the Company is regularly updated with as compliance with the legal provisions, number /
regard to all the business developments, so that they are nature / size and variation in client base, skill sets
updated about the operations of the Company. available in the firm both at partner level and staff
level, international experience, systems and processes
The Board of Directors has complete access to the followed by the firm, training and development by
information within the Company. Minutes of all the firm to its partners and staff, etc. during the
committees are being included as a part of Agenda to the process of evaluation. Based on merit and the factors
Board. Systems, procedures and resources are in place to mentioned above, the Committee finalizes the firm to
ensure that every Director is supplied, in a timely manner, be appointed and recommends the appointment of
with precise and concise information in a form and of a Auditors to the Board and shareholders for approval.
quality appropriate to effectively enable / discharge his /
her duties. The Directors are given time to study the data The above process was followed by the Company while
and contribute effectively to the Board discussions. appointing M/s Sharp & Tannan as the Statutory Auditors
of the Company in 2018.
Presentations are made regularly to the Board / NRC /
Audit Committee (AC) where Directors get an opportunity For the Financial year 2018-19, the total fees paid by the
to interact with senior management. Presentations, inter Company and its subsidaries on a consolidated basis,
alia, cover business strategies, management structure, HR to Sharp & Tannan, Stautory Auditor and all entities in
policy, succession planning, quarterly and annual results, the network firm/network entity of which the statuory
budgets, review of Internal Audit, Corporate Social Auditors are part there of for all the services provided by
Responsibility and risk management framework etc. than is ` 4.21 million
Also refer to Page 38 of the Board Report. Annual General Meeting held on August 23, 2017:
• No special resolutions were listed in the agenda for
• Code of Conduct the meeting
The Company has laid down a Code of Conduct for
all Board members and senior management personnel. Annual General Meeting held on July 15, 2016:
The Code of Conduct is available on the website of • To approve the alteration in articles of association of
the Company, www.ltts.com. The declaration of Chief the Company.
Executive Officer & Managing Director is given below:
• To approve the amendment in the memorandum of
To the Shareholders of association of the Company
L&T Technology Services Limited
• To approve the revision in remuneration of
Sub: Compliance with Code of Conduct Dr. Keshab Panda, Chief Executive Officer and
Managing Director of the Company.
I hereby declare that all the Board Members and Senior
• To approve the revision in remuneration of
Management Personnel have affirmed compliance
Mr. Amit Chadha, Chief Sales Officer and
with the Code of Conduct as adopted by the Board of
Whole-Time Director of the Company.
Directors.
• Postal Ballot
DR. KESHAB PANDA
During the year, no matters were transacted through
CEO & Managing Director
postal ballot.
Date: May 3, 2019
Disclosures:
Place: Mumbai A. During the year, there were no transactions of material
nature with the Directors or the Management or relatives
• General Body Meetings
or the subsidiaries or related parties that had potential
The last three Annual General Meetings of the Company
conflict with the interests of the Company.
were held as under:
Financial Date Venue Time B. Details of all related party transactions form a part of the
Year accounts as required under IND AS 24 and the same are
2017-18 August Yashwantrao Chavan, 11.00 given on page 169 of the Annual Report.
22, 2018 Pratishthan Auditorium, AM
General Jagannath C.
The Company has followed all relevant Accounting
Bhosale Marg, Nariman Standards notified by the Companies (Indian Accounting
Point Mumbai 400 021 Standards) Rules, 2015 while preparing the Financial
2016-17 August St. Andrews Auditorium, 3.00 Statements.
23, 2017 St. Dominic Road, PM
Bandra West, D. The Company has complied with the requirements of
Mumbai-400 050 the Stock Exchanges, SEBI and other statutory authorities
2015-16 July 15, L&T House, Ballard 1.00 on all matters relating to capital markets during the last
2016 Estate, N.M.Marg, PM three years. No penalties or strictures have been imposed
Mumbai-400 001 on the Company by the Stock Exchanges, SEBI or any
other statutory authorities relating to the above.
The following Special Resolutions were passed by the
members during the past three Annual General Meetings:
E. The Company has obtained Certificate from Mrs. Naina
Desai, Practicing Company Secretary confirming that
Annual General Meeting held on August 22, 2018
Directors have not been debarred or not been disqualified
• To approve Appointment and Continuation of
from being appointed or continuing as Directors by SEBI/
Mr. A.M Naik as a Non-Executive Director of
MCA or any other authority.
the Company, who has attained the age of
Seventy-Five Years.
62 63
F. The policy for determining material subsidiaries and related party transactions is available on our website www.ltts.com.
G. Details of risk management including foreign exchange risk, commodity price risk and hedging activities form a part of the
Management Discussion & Analysis. Please refer to page no. 105 of this Annual Report.
Means of Communication:
Financial Results Quarterly & Annual Results are published in prominent daily newspaper viz. The Financial
Express and Loksatta. The results are also posted on the Company’s website www.ltts.com.
New releases Official news releases are sent to stock exchanges as well as displayed on the Company’s
website: www.ltts.com.
Website The Company’s website www.ltts.com provides comprehensive information about its portfolio
of businesses. Section on “Investors” serves to inform and service the Shareholders allowing
them to access information at their convenience. The quarterly shareholding pattern of the
Company is available on the website of the Company as well as the stock exchanges. The entire
Annual Report and Accounts of the Company will also be made available on the websites of
the Stock Exchanges. Annual Report and accounts of the Company and its subsidiaries will be
available on the website of the Company in downloadable format.
Filing with Stock Exchanges Information to Stock Exchanges is now being also filed online on NEAPS for NSE and BSE
Online for BSE.
Annual Report Annual Report is circulated to all the members and all others like auditors, secretarial auditor,
equity analysts, etc.
Management Discussion & This will form a part of the Annual Report which is mailed to the shareholders of the Company.
Analysis
Presentations/ Investor The schedule of analyst/institutional investor meets and presentations if made to them are
call made to Institutional placed on the website of the Company. The quarterly Earning Conference call transcript is
Investors and Analysts made available to the investors on the Company’s website.
Compliance Monitoring System escrow account. The RTA has validated the said request and
The statutory compliance has become a catalyst for Corporate on due diligence transferred the said shares to the rightful
Governance. A good statutory compliance system has become shareholders. As on March 31, 2019, the Company does not
vital for effective conduct of business operations. As a major have any unclaimed shares lying with it from its public issue.
portion of the Company’s business is conducted abroad, apart
from ensuring compliance with Indian statutes, the Company General Shareholders’ Information
also complies with the statutes of the countries where the Financial Year
Company has presence. The financial year of the Company is from April 1 to March 31.
With a view to strengthen this system, the Company has taken Annual General Meeting:
steps to automate the said system and has framed a web The AGM of the Company to be convened on Saturday, July
-based portal which will provide the users a web–based access, 20, 2019 at 3.30 p.m. at Birla Matushri Sabhagar, New Marine
controls based on a defined authorization matrix. Besides Lines, Mumbai – 400 020, Maharashtra.
connecting all the Compliance owners across time zones to
Financial calendar:
a common corporate platform, the portal is expected to serve
as a repository of the compliance exercise yielding substantial Annual Results of 2018-19 May 3, 2019
saving in resources and efforts for tracking compliance. The Mailing of Annual Reports Second week of June, 2019*
First Quarter Results During third week of July, 2019*
Company is taking steps to build this Statutory Compliance
Annual General Meeting July 20, 2019
Monitoring system.
Payment of Dividend On or before July 30, 2019*
Second Quarter results During third week of October,
Unclaimed Shares
2019*
During the year under review few shareholders had approached
Third Quarter results During third week of January,
for transfer of 16 shares out of the said shares lying in the
2019*
*Tentative dates
12,000 1,800
1,700
11,500
1,600
LTTS Stock Price (NSE)
11,000 1,500
NSE NIFTY
1,400
10,500
1,300
10,000
1,200
9,500 1,100
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
64 65
Month LTTS BSE Price(`) BSE SENSEX
High Low Month Close High Low Month Close
2018
April 1,380.00 1,150.00 1,329.35 35,213.30 32,972.56 35,160.36
May 1,374.90 1,207.90 1,327.80 35,993.53 34,302.89 35,322.38
June 1,358.00 1,160.35 1,215.40 35,877.41 34,784.68 35,423.48
July 1,560.00 1,192.50 1,468.50 37,644.59 35,106.57 37,606.58
August 1,775.00 1,400.30 1,762.10 38,989.65 37,128.99 38,645.07
September 1,852.50 1,453.35 1,722.65 38,934.35 35,985.63 36,227.14
October 1,773.00 1,370.50 1,702.60 36,616.64 33,291.58 34,442.05
November 1,769.00 1,471.00 1,548.45 36,389.22 34,303.38 36,194.30
December 1,737.40 1,500.90 1,711.30 36,554.99 34,426.29 36,068.33
2019
January 1,746.90 1,572.00 1,588.10 36,701.03 35,375.51 36,068.33
February 1,621.90 1,405.00 1,532.40 37,172.18 35,287.16 36,256.69
March 1,592.85 1,433.00 1,571.10 38,748.54 35,926.94 38,672.91
39,000 1,800
38,000 1,700
37,000 1,600
35,000 1,400
34,000 1,300
33,000 1,200
32,000 1,100
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of
receipt.
As required under Regulation 40 of the LODR a certificate on half yearly basis confirming due compliance of share transfer
formalities by the Company from Practicing Company Secretary has been submitted to Stock Exchanges within stipulated
time.
1.62%
66 67
b) Dematerialization of Shares: c) Address for Correspondence:
The Company’s Shares are required to be compulsorily Address of the Karvy Fintech Private Limited
traded in the Stock Exchanges in dematerialized Registrar and Unit: L&T Technology Services Limited
form. Share Transfer Karvy Selenium Tower B
Agent (RTA) Plot 31-32, Gachibowli
As on March 31, 2019, the number of shares held in Financial District, Nanakramguda
dematerialized and physical mode is as under Hyderabad 500 032
Particulars Number of shares % of total Tel: (91 40) 6716 2222
capital issued Fax: (91 40) 2343 1551
Held in 10,03,69,724 96.50 Toll free no.: 1800 419 8283
Dematerialized Email: einward.ris@karvy.com
form in NSDL Website: www.karvy.com
Held in 36,32,749 3.49 Address of the Kapil Bhalla
Dematerialized Compliance L&T Technology Services Limited
form in CDSL Officer L&T Business Park, TC-2, Tower B,
Physical 10,852 0.01 2nd Floor, North-East Wing,
Total 10,40,13,325 100.00 Gate No.5, Saki Vihar Road, Powai,
Mumbai 400 072
Tel: (91 022) 6705 9200
Fax: (91 022) 6705 9695
0.01%
3.49%
Global Locations:
The Company has a network of offices all around the globe.
The sales offices and delivery centers of the Company are
located in Canada, USA, UAE, South Korea, Japan, Singapore,
UK, Sweden, Poland, Norway, Netherlands, Italy, Germany
France, Finland, Denmark and Belgium.
96.50%
India Locations:
The Company has delivery centers located at Mumbai,
Held in Dematerialized form in NSDL Vadodara, Chennai, Mysore, Bangalore, and Hyderabad.
Held in Dematerialized form in CDSL Physical
of the Code is to prevent dealing in the shares of the Company policies and compliances under Code of Conduct, Whistle
by an Insider while in possession of information known only Blower Policy, Sexual Harassment of Women at Workplace
to them, and not yet made publicly available by the Company, (Prevention, Prohibition & Redressal) Act, 2013, SEBI Insider
which, when made publicly available, can materially impact Trading Regulations, etc.
the price of the Company’s securities. The code lays down
guidelines to the identified employees and create the necessary Secretarial Audit as per SEBI requirements:
framework for transacting in the Company’s securities, As stipulated by SEBI, a Qualified Practicing Company Secretary
seeking prior clearance for transactions wherever necessary, carries out Reconciliation of Share Capital Audit to reconcile
and a mechanism for periodical reporting of transactions. The the total admitted capital with National Securities Depository
objective of the Code is to prevent purchase and/or sale of shares Limited (NSDL) and Central Depository Services (India) Limited
of the Company by an Insider on the basis of unpublished price (CDSL) and the total issued and listed capital. This audit is
sensitive information. Under this Code, Designated Persons carried out every quarter and the report thereon is submitted
(Directors, Advisors, Officers and other concerned employees/ to the Stock Exchanges. The Audit confirms that the total
persons) are prevented from dealing in the Company’s shares Listed and Paid-up capital is in agreement with the aggregate
during the closure of Trading Window. To deal in securities of the total number of shares in dematerialized form and in
beyond specified limit, permission of Compliance Officer is physical form. Appropriate actions are taken to continuously
also required. All the Designated Employees are also required improve the quality of compliance.
to disclose related information periodically as defined in the
Code. Directors and designated employees who buy and sell The Company also has adequate software and systems to
shares of the Company are prohibited from entering into an monitor compliance.
opposite transaction i.e. sell or buy any shares the Company
during the next six months following the prior transactions. Secretarial Audit as per Companies Act, 2013:
Pursuant to the enactment of the SEBI (Prohibition of Insider Pursuant to the provisions of section 204(1) of the Act.
Trading) (Amendment) Regulations, 2018, the Company Mrs. Naina Desai, Practicing Company Secretary, conducts
has suitably modified the provisions of the Code which are the secretarial audit of the compliance of applicable statutory
effective from 1st April 2019. provisions and the adherence of good corporate practices by
the Company.
Mr. Kapil Bhalla, Company Secretary has been designated
as the Compliance Officer. Mr. P. Ramakrishnan is the Chief Pursuant to the SEBI circular dated 8th February 2019, the
Investor Relations Officer of the Company. Company has obtained an annual secretarial compliance
report from Mrs. Naina Desai, Practicing Company Secretary
The Company also formulated Code of Practices and and shall submit the same to the Stock Exchanges within the
Procedures for Fair Disclosure of Unpublished Price prescribed timelines.
Sensitive Information which is available on Company’s
Website www.ltts.com Group Governance:
Since, currently company is having only three subsidiary
Awareness sessions/workshops on Governance practices: companies, subsidiaries are following strong governance
Employees across the Company are being sensitized practices as prescribed by Parent company LTTS. The
about the various policies and governance practices of the Company also periodically monitors transactions in
Company. The Company has in-house training workshops on subsidiary and step down subsidiaries by way of receiving
Corporate Governance with the help of an external faculty checklists from these companies.
covering basics of Corporate Governance as well as internal
68 69
CEO/CFO Certificate
Dear Sirs,
We have reviewed the consolidated financial statements, read with the consolidated cash flow statement of L&T Technology
Services Limited for the year ended March 31, 2019 and that to the best of our knowledge and belief, we state that:
(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
may be misleading;
(ii) these statements present a true and fair view of the Company’s affairs and are in compliance with current accounting
standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or in violation of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors
and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls of which we are aware
and steps taken or proposed to be taken for rectifying these deficiencies.
Yours Sincerely,
1. This certificate is issued in accordance with the terms of our engagement letter dated 30 August 2018.
2. We have examined the compliance of conditions of corporate governance by L&T Technology Services Limited (‘the
Company’), for the year ended on 31 March 2019, as stipulated in regulation 17 to 27 and clause (b) to (i) of regulation
46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).
Management’s responsibility
3. The compliance of conditions of corporate governance is the responsibility of management. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of
corporate governance stipulated in the SEBI Listing Regulations.
Auditor’s responsibility
4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the corporate governance. It is neither audit nor expression of opinion on the financial
statements of the Company.
5. We have examined the books of accounts and other relevant records and documents maintained by the Company for the
purpose of providing reasonable assurance on the compliance with corporate governance requirements by the Company.
6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (‘the ICAI’), the Standards
on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this
certificate and as per the Guidance Note on Reports or Certificates for Special Purpose issued by the ICAI which requires
that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
8. Based on our examination of the relevant records and according to the information and explanation provided to us and
representations provided by management, we certify that the Company has complied with the conditions of corporate
governance as specified in regulation 17 to 27, clause (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule
V of the SEBI Listing Regulations, as applicable during the year ended 31 March 2019.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Restriction on use
10. The certificate is addressed to and provided to the members of the Company solely for the purpose of complying with the
aforesaid SEBI Listing Regulations and may not be suitable for any other purpose. Accordingly, we do not accept or assume
any liability or any duty of care for any other purpose or to any other party to whom it is shown or into whose hands it may
come without our prior consent in writing.
FIRDOSH D. BUCHIA
Partner
Mumbai, May 3, 2019 Membership No. 038332
70 71
Annexure E
A) Ratio of the remuneration of each Director to the median remuneration of the employees of the
company for the financial year 2018-19, the percentage increase in remuneration of each Director &
Key Managerial Personnel (KMP) during the financial year 2018-19
(` in million)
2018-2019
Name of the Designation Total Ratio of Percentage
Director/KMP Remuneration Remuneration to the increase in
median remuneration Remuneration
Mr. A. M. Naik Non-Executive Chairman 8.80 10.31 NA
Mr. S. N. Subrahmanyan Non-Executive Vice Chairman - - NA
Dr. Keshab Panda CEO & Managing Director 155.94 @ 182.72 33.9
Mr. Amit Chadha President- Sales & 103.84 @ 121.67 38.3
Business Development
and Whole-Time Director
Mr. Bhupendra Bhate Whole Time Director and 32.65* 38.26 NA
Chief Operating Officer
Mr. Samir T Desai Independent Director 5.24 6.14 -11.9
Ms. Renuka Ramnath Independent Director 1.46 1.71 -15.1
Mr. Arjun Gupta Independent Director 4.36 5.11 27.5
Mr. Sudip Banerjee Independent Director 1.85 2.17 -12.9
Mr. Narayanan Kumar Independent Director 1.80 2.11 32.4
Mr. P. Ramakrishnan Chief Financial Officer 6.98 8.18 31.2
Mr. Kapil Bhalla Company Secretary 3.89 4.56 -8.1
Notes:-
@ The remuneration of Dr. Keshab Panda and Mr. Amit Chadha was paid in US Dollars. However, the figure mentioned above is INR
equivalent of US Dollar. Further, the remuneration paid to them were higher on account of perquisite value related to employee stock
options exercised during the year.
* Resigned as a COO & Whole-Time Director w.e.f May 3,2019
B) Percentage increase in the median remuneration of all employees in the financial year 2018-19:
The median remuneration of employees of the Company during the financial year was ` 8,53,421 In the financial year, there
was an increase of 2.23 % in the median remuneration of employees;
D) Average percentile increase already made in the salaries of the employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in managerial remuneration
The Average Annual increase was around 5.3% in India and around 1.6% outside India. The average increase in managerial
remuneration was 42%. The average increase is not comparable since the increase is on account of exercise of stock options
by the Executive Directors and payment of commission to Non-Executive Directors.
E) Affirmation that the remuneration is as per the remuneration policy of the company:
It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel
and other employees.
Annexure G
To, (iv)
Foreign Exchange Management Act, 1999 and the
The Members, rules and regulations made thereunder to the extent of
L&T TECHNOLOGY SERVICES LIMITED Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;
I have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good (v)
The following Regulations and Guidelines prescribed
corporate practices by L&T Technology Services (hereinafter under the Securities and Exchange Board of India Act,
called the Company). Secretarial Audit was conducted in a 1992 (‘SEBI Act’), as applicable:-
manner that provided me a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing a)
The Securities and Exchange Board of India
my opinion thereon. (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
Based on my verification of the Company’s books, papers,
minute books, forms and returns filed and other records
b)
The Securities and Exchange Board of India
maintained by the Company and also the information
(Prohibition of Insider Trading) Regulations,
provided by the Company, its officers, agents and
1992; presently, (Prohibition of Insider Trading)
authorized representatives during the conduct of secretarial
Regulations, 2015;
audit, I hereby report that in my opinion, the Company has,
during the audit period covering the financial year ended c) The Securities and Exchange Board of India (Issue of
on March 31, 2019, complied with the statutory provisions Capital and Disclosure Requirements) Regulations,
listed hereunder and also that the Company has proper 2018;
Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made d)
The Securities and Exchange Board of India
hereinafter. (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999; presently
I have examined the books, papers, minute books, forms and
(Share Based Employee Benefits) Regulations, 2014;
returns filed and other records maintained by the Company
for the financial year ended on March 31, 2019 according to
e) The Securities and Exchange Board of India (Issue
the provisions of:
and Listing of Debt Securities) Regulations, 2008;
(i) The Companies Act, 2013 (the Act) and the rules made
thereunder; f)
The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) Regulations, 1993 regarding the Companies Act
and the rules made thereunder; and dealing with client;
(iii) The Depositories Act, 1996 and the Regulations and Bye- g) The Securities and Exchange Board of India (Delisting
laws framed thereunder; of Equity Shares) Regulations, 2009; and
72 73
h) The Securities and Exchange Board of India (Buyback obtaining further information and clarifications on the agenda
of Securities) Regulations, 2018; items before the meeting and for meaningful participation at
the meeting. Majority decision is carried through while the
(vi)
Other specific business/industry related laws that are dissenting members’ views are captured and recorded as part
applicable to the Company, viz. of the minutes.
• The Information Technology Act, 2000
I further report that, based on review of the compliance
• The Special Economic Zone Act, 2005 mechanism established by the Company and the Compliance
• Policy relating to Software Technology Parks of India Certificates taken on record by the Board of Directors at their
and its regulations. meetings, there are adequate systems and processes in the
company commensurate with the size and operations of the
• The Indian Copyright Act,1957 company to monitor and ensure compliance with applicable
• The Patents Act, 1970 laws, rules, regulations and guidelines.
• The Trade Marks Act, 1999 I further report that during the audit period the following
• Indian Telegraph Act. events / actions have taken place having a major bearing on
the Company’s affairs in pursuance of the above referred laws,
• Telecom Regulatory Authority of India (TRAI)/
rules, regulations, guidelines, standards, etc.:-
Department of Telecommunication (DOT) Guidelines.
• ther Service Provider Guidelines (Governed by
O (i)
Public/Right/Preferential issue of shares / debentures/
DOT) sweat equity, etc. – NIL
ii.
The Securities and Exchange Board of India (Listing (v) Foreign technical collaborations – NIL
Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time and the Listing (vi) Other Events:
Agreements entered into by the Company with Stock
Exchange(s), if applicable. • Acquisition of Graphene Semiconductor Services Private
Limited including its 1 Indian subsidiary and all its 3
• E quity Shares listed on BSE Limited and National overseas subsidiaries incorporated namely in Singapore,
Stock Exchange of India Limited. Malaysia and Taiwan , by the Company on October 15,
2018.
During the period under review the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc., mentioned above.
NAINA R DESAI
I further report that the Board of Directors of the Company is Practising Company Secretary
duly constituted with proper balance of Executive Directors, Place: Mumbai Membership No. 1351
Non-Executive Directors and Independent Directors. The Date: April 16, 2019 Certificate of Practice No.13365
changes in the composition of the Board of Directors that
took place during the period under review were carried out in This report is to be read with our letter of even date
compliance with the provisions of the Act. which is annexed as Annexure A and forms an integral
part of this report.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and
‘Annexure A’
To,
The Members
L&T TECHNOLOGY SERVICES LIMITED
1) Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records.The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our
opinion.
3) We have not verified the correctness and appropriateness of financial records and Books of Account of the company.
4) Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6) The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.
NAINA R DESAI
Practising Company Secretary
Place: Mumbai Membership No. 1351
Date: April 16,2019 Certificate of Practice No.13365
74 75
Annexure H
vi)
Address of the Registered office and L&T House, N.M.Marg, Ballard Estate, Mumbai-400001
contact details
Mr. Kapil Bhalla- 022-6705 9200
viii)
Name, Address and Contact details of Karvy Fintech Private Limited
Registrar andTransfer Agent, if any Karvy Selenium Tower B
Plot 31-32, Gachibowli
Financial District, Nanakramguda
Hyderabad 500 032
Tel: (91 40) 6716 2222
Fax: (91 40) 2343 1551
Email: einward.ris@karvy.com
Website: https://karisma.karvy.com
76 77
IV. Share Holding Pattern (Equity Share Capital Breakup As Percentage of Total Equity)
i) Category-wise Share Holding
Category of No. of Shares held at the No. of Shares held %
Shareholders beginning of the year at the end of the year Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 0 0 0 0 0 0 0 0
b) Central Govt 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0
d) Bodies Corp. 9,09,91,100 0 9,09,91,100 88.81 8,20,50,531 0 8,20,50,531 78.88 9.93
e) Banks / FI 0 0 0 0 0 0 0 0
f) Any Other…. 0 0 0 0 0 0 0 0
Sub-total (A) (1):- 9,09,91,100 0 9,09,91,100 88.81 8,20,50,531 0 8,20,50,531 78.88 9.93
(2) Foreign
a) NRIs -Individuals 0 0 0 0 0 0 0 0
b) Other –Individuals 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0
e) Any Other…. 0 0 0 0 0 0 0 0
Sub-total (A) (2):- 0 0 0 0 0 0 0 0
Total shareholding of
Promoter
(A) =(A)(1)+(A)(2) 9,09,91,100 0 9,09,91,100 88.81 8,20,50,531 0 8,20,50,531 78.88 0.96
B. Public
Shareholding
1. Institutions
a) MutualFunds 7,69,679 0 7,69,679 0.75 45,79,634 0 45,79,634 4.40
b) Banks / FI 21,659 0 21,659 0.02 30,434 0 30,434 0.03
c) Central Govt 0 0 0 0.00 0 0 0 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00
e) Venture Capital 0 0 0 0.00 0 0 0 0.00
Funds
f) Insurance 0 0 0 0.00 0 0 0 0.00
Companies
g) FIIs 30,25,178 0 30,25,178 2.95 52,89,685 0 52,89,685 5.09
h) Foreign Venture 0 0 0 0.00 0 0 0 0.00
Capital Funds
Sub-total (B)(1):- 38,16,516 0 38,16,516 3.72 98,99,753 0 98,99,753 9.52
2. Non-Institutions
a) Bodies Corp.
i) Indian 22,24,158 0 22,24,158 2.17 25,41,817 0 25,41,817 2.44
ii) Overseas 0 0 0 0.00 0 0 0 0.00
b) Individuals
i) Individual 41,77,489 4,900 41,77,489 4.08 62,16,743 5,852 62,16,743 5.98
shareholders
holding nominal
share capital upto
` 1 lakh
78 79
iii) Change in Promoters Shareholding
Sl. Name of the Shareholding at the Date of Reason Increase/ Cumulative Shareholding
No. Share Holder beginning of the year Transaction Decrease in during the year
Shareholding
No.of shares % of total No. of % change in
sares Shares shaerholding
of the during the
Company year
1 LARSEN AND 9,09,91,100 88.81
TOUBRO LIMITED
28-03-2018 Transfer -169,000 90,822,100 88.64
recorded in FY
2018-19 due
to Exchange
Holidays
Date wise 02-04-2018 Transfer -31,540 90,790,560 88.61
Increase/Decrease 03-04-2018 Transfer -13,000 90,777,560 88.60
in Promoter
Shareholding 04-04-2018 Transfer -6,957 90,770,603 88.59
during the 05-04-2018 Transfer -14,115 90,756,488 88.58
year specifying
06-04-2018 Transfer -2,000 90,754,488 88.58
the reasons
for increase/ 09-04-2018 Transfer -1,48,502 90,605,986 88.43
decrease(qg 10-04-2018 Transfer -20,000 90,585,986 88.41
allotment/
11-04-2018 Transfer -11,903 90,574,083 88.40
transfer/bonus/
sweat equity etc) 12-04-2018 Transfer -59,322 90,514,761 88.34
12-04-2018 Transfer -90,000 90,424,761 88.26
13-04-2018 Transfer -8,500 90,416,261 88.25
20-04-2018 Transfer -1,71,000 90,245,261 88.08
23-04-2018 Transfer -1,28,000 90,117,261 87.96
24-04-2018 Transfer -30,000 90,087,261 87.93
25-04-2018 Transfer -5,87,989 89,499,272 87.35
25-04-2018 Transfer -2,58,000 89,241,272 87.10
03-08-2018 Transfer -13,15,946 87,925,326 85.80
03-08-2018 Transfer -43,22,526 83,602,800 81.58
30-01-2019 Transfer -3,19,461 83,283,339 80.07
30-01-2019 Transfer -12,25,820 82,057,519 78.89
31-01-2019 Transfer -1,736 82,055,783 78.89
31-01-2019 Transfer -5,252 82,050,531 78.88
At the end of 8,20,50,531 78.88
the year
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
Sl. Name of the shareholder Date Increase/ Reason Cumulative
No. Decrease in Shareholding
shareholding during the year
No.of %of total
shares shares
of the
Company
1. HDFC TRUSTEE COMPANY Shareholding at the 0 0.00
LIMITED-HDFC EQUITY FUND beginning of the year
Date wise Increase/Decrease 31-03-2018 0
in Shareholding during the 10/08/2018 20,50,000 Transfer 20,50,000 1.98
year specifying the reasons 07/09/2018 -1,54,600 Transfer 18,95,400 1.83
for increase/decrease(eg 14/09/2018 -1,35,000 Transfer 17,60,400 1.70
allotment/transfer/bonus/ 22/02/2019 31,100 Transfer 17,91,500 1.72
sweat equity etc) 01/03/2019 35,300 Transfer 18,26,800 1.76
08/03/2019 11,500 Transfer 18,38,300 1.77
29/03/2019 16,100 Transfer 18,54,400 1.78
At the end of 18,54,400 1.78
the year
2. ICICI PRUDENTIAL LIFE Shareholding at the
INSURANCE COMPANY beginning of the year
LIMITED
Date wise Increase/Decrease 31/03/2018 1320763 1.29
in Shareholding during the 06/04/2018 -36,549 Transfer 12,84,214 1.25
year specifying the reasons 13/04/2018 71,220 Transfer 13,55,434 1.32
for increase/decrease(eg 27/04/2018 217 Transfer 13,55,651 1.32
allotment/transfer/bonus/ 04/05/2018 -6,563 Transfer 13,49,088 1.32
sweat equity etc) 11/05/2018 58,212 Transfer 14,07,300 1.37
18/05/2018 80,323 Transfer 14,87,623 1.45
25/05/2018 27,628 Transfer 15,15,251 1.48
01/06/2018 11,834 Transfer 15,27,085 1.49
08/06/2018 -10,779 Transfer 15,16,306 1.48
15/06/2018 -13,932 Transfer 15,02,374 1.47
22/06/2018 -7,284 Transfer 14,95,090 1.46
29/06/2018 13,178 Transfer 15,08,268 1.47
06/07/2018 31,898 Transfer 15,40,166 1.50
13/07/2018 -25,587 Transfer 15,14,579 1.48
20/07/2018 -23,414 Transfer 14,91,165 1.46
27/07/2018 -2,66,799 Transfer 12,24,366 1.19
03/08/2018 15,427 Transfer 12,39,793 1.21
10/08/2018 2,42,474 Transfer 14,82,267 1.43
17/08/2018 1,845 Transfer 14,84,112 1.43
24/08/2018 -27,700 Transfer 14,56,412 1.41
31/08/2018 12,914 Transfer 14,69,326 1.42
07/09/2018 -3,794 Transfer 14,65,532 1.41
14/09/2018 -15,479 Transfer 14,50,053 1.40
21/09/2018 10,527 Transfer 14,60,580 1.41
80 81
Sl. Name of the shareholder Date Increase/ Reason Cumulative
No. Decrease in Shareholding
shareholding during the year
No.of %of total
shares shares
of the
Company
28/09/2018 9,228 Transfer 14,69,808 1.42
05/10/2018 44,711 Transfer 15,14,519 1.46
12/10/2018 21,062 Transfer 15,35,581 1.48
19/10/2018 -1,11,938 Transfer 14,23,643 1.37
26/10/2018 -13,859 Transfer 14,09,784 1.36
02/11/2018 -66,973 Transfer 13,42,811 1.29
09/11/2018 -3,358 Transfer 13,39,453 1.29
16/11/2018 -8,277 Transfer 13,31,176 1.28
23/11/2018 -35,873 Transfer 12,95,303 1.25
30/11/2018 -73,433 Transfer 12,21,870 1.18
07/12/2018 -10,099 Transfer 12,11,771 1.17
14/12/2018 -42,576 Transfer 11,69,195 1.12
21/12/2018 -6,657 Transfer 11,62,538 1.12
28/12/2018 1,018 Transfer 11,63,556 1.12
31/12/2018 2,101 Transfer 11,65,657 1.12
04/01/2019 -22,604 Transfer 11,43,053 1.10
11/01/2019 -45,026 Transfer 10,98,027 1.06
18/01/2019 -6,740 Transfer 10,91,287 1.05
25/01/2019 -19,786 Transfer 10,71,501 1.03
01/02/2019 79,486 Transfer 11,50,987 1.11
08/02/2019 -317 Transfer 11,50,670 1.11
15/02/2019 5,711 Transfer 11,56,381 1.11
22/02/2019 38,836 Transfer 11,95,217 1.15
01/03/2019 -11,277 Transfer 11,83,940 1.14
08/03/2019 -10,424 Transfer 11,73,516 1.13
15/03/2019 -11,280 Transfer 11,62,236 1.12
22/03/2019 -1,682 Transfer 11,60,554 1.12
At the end of 11,60,554 1.12
the year
3. J P MORGAN FUNDS Shareholding at the 6,50,635 0.64
beginning of the year
Date wise Increase/Decrease 31/03/2018 -19,950 Transfer 6,30,685 0.64
in Shareholding during the 11/05/2018 -19,950 Transfer 6,30,685 0.62
year specifying the reasons 18/05/2018 -1,06,380 Transfer 5,24,305 0.51
for increase/decrease(eg 25/05/2018 -6,490 Transfer 5,17,815 0.51
allotment/transfer/bonus/ 29/06/2018 -11,110 Transfer 5,06,705 0.49
sweat equity etc) 24/08/2018 -91,626 Transfer 4,15,079 0.40
31/08/2018 -24,004 Transfer 3,91,075 0.38
07/09/2018 -25,116 Transfer 3,65,959 0.35
14/09/2018 -44,064 Transfer 3,21,895 0.31
19/10/2018 -19,470 Transfer 3,02,425 0.29
82 83
Sl. Name of the shareholder Date Increase/ Reason Cumulative
No. Decrease in Shareholding
shareholding during the year
No.of %of total
shares shares
of the
Company
25/01/2019 -9,800 Transfer 8,06,119 0.78
01/02/2019 -24,131 Transfer 7,81,988 0.75
At the end of 7,81,988 0.75
the year
6. CANARA ROBECO MUTUAL Shareholding at the 0 0.00
FUND A/C CANARA beginning of the year
ROBECO EMERGI
Date wise Increase/Decrease 03/08/2018 2,68,000 Transfer 2,68,000 0.26
in Shareholding during the 10/08/2018 25,000 Transfer 2,93,000 0.28
year specifying the reasons 17/08/2018 30,000 Transfer 3,23,000 0.31
for increase/decrease(eg 24/08/2018 57,000 Transfer 3,80,000 0.37
allotment/transfer/bonus/ 09/11/2018 -7,899 Transfer 3,72,101 0.36
sweat equity etc) 30/11/2018 9,500 Transfer 3,81,601 0.37
14/12/2018 3,200 Transfer 3,84,801 0.37
18/01/2019 -15,000 Transfer 3,69,801 0.36
25/01/2019 -36,101 Transfer 3,33,700 0.32
01/02/2019 1,55,000 Transfer 4,88,700 0.47
08/03/2019 -2,739 Transfer 4,85,961 0.47
15/03/2019 -10,192 Transfer 4,75,769 0.46
At the end of 4,75,769 0.46
the year
7. MAX LIFE INSURANCE Shareholding at the 4,22,199 0.41
COMPANY LIMITED beginning of the year
A/C - ULIF0012
Date wise Increase/Decrease 06/04/2018 1,12,956 Transfer 5,35,155 0.52
in Shareholding during the 27/04/2018 1,91,600 Transfer 7,26,755 0.71
year specifying the reasons 18/05/2018 -36,299 Transfer 6,90,456 0.67
for increase/decrease(eg 25/05/2018 -22,673 Transfer 6,67,783 0.65
allotment/transfer/bonus/ 08/06/2018 -4,928 Transfer 6,62,855 0.65
sweat equity etc)
22/06/2018 -4,060 Transfer 6,58,795 0.64
20/07/2018 -11,284 Transfer 64,7511 0.63
10/08/2018 1,14,200 Transfer 7,61,711 0.73
31/08/2018 -40,310 Transfer 7,21,401 0.70
07/09/2018 4,500 Transfer 7,25,901 0.70
07/09/2018 -32,000 Transfer 6,93,901 0.67
21/09/2018 4,500 Transfer 6,98,401 0.67
28/09/2018 1,754 Transfer 7,00,155 0.68
12/10/2018 -20,062 Transfer 6,80,093 0.66
84 85
Sl. Name of the shareholder Date Increase/ Reason Cumulative
No. Decrease in Shareholding
shareholding during the year
No.of %of total
shares shares
of the
Company
10. WHITE OAK INDIA Shareholding at the 2,41,864 0.24
EQUITY FUND beginning of the year
Date wise Increase/Decrease 06/04/2018 40,500 Transfer 2,82,364 0.28
in Shareholding during the 20/04/2018 90,000 Transfer 3,72,364 0.36
year specifying the reasons
27/04/2018 87,000 Transfer 4,59,364 0.45
for increase/decrease(eg
allotment/transfer/bonus/ 03/08/2018 1,50,000 Transfer 6,09,364 0.59
sweat equity etc) 15/02/2019 -53,399 Transfer 5,55,965 0.53
22/02/2019 -9,500 Transfer 5,46,465 0.53
At the end of 5,46,465 0.53
the year
11. PARTNER REINSURANCE Shareholding at the 2,36,000 0.23
EUROPE SE beginning of the year
Date wise Increase/Decrease 27/04/2018 18,000 Transfer 2,54,000 0.25
in Shareholding during the 06/07/2018 -80,336 Transfer 1,73,664 0.17
year specifying the reasons
23/11/2018 -20,000 Transfer 1,53,664 0.15
for increase/decrease(eg
allotment/transfer/bonus/ At the end of 1,53,664 0.15
sweat equity etc) the year
86 87
Sl. Name of Director / KMP Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No of Shares % of total No of Shares % of total
shares of the shares of the
Company Company
3. KESHAB PANDA At the 58,050
Beginning of
the year
Date wise Increase/ 03-08-2018 -2,300
Decrease in Shareholding 06-08-2018 -27,000
during the year specifying 08-08-2018 49,300 ESOP Exercise
25-10-2018 8,700 ESOP Exercise
the reasons for increase/
11-03-2019 -4,000
decrease(eg allotment/ At the end of 82,750 0.01
transfer/bonus/sweat the year
equity etc)
4. AMIT CHADHA At the 40,000
Beginning of
the year
Date wise Increase/Decrease 02-03-2018 50
in Shareholding during the 08-06-2018 -650
year specifying the reasons 11-06-2018 -600
12-06-2018 -1,200
for increase/decrease(eg
14-06-2018 -500
allotment/transfer/bonus/ 18-06-2018 -82
sweat equity etc) 10-07-2018 -18
11-07-2018 -400
26-07-2018 -12,000
27-07-2018 -3,600
03-08-2018 40,000 ESOP Exercise
At the end of 61,000 0.06
the year
5. BHUPENDRA M BHATE* At the 15,004
Beginning of
the year
Date wise Increase/Decrease 25-10-2018 15,000 ESOP Exercise
in Shareholding during the 26-12-2018 -1,293
year specifying the reasons 27-12-2018 -500
02-01-2019 -500
for increase/decrease(eg
25-01-2019 -49
allotment/transfer/bonus/ 28-01-2019 -1,300
sweat equity etc) At the end of 26,362 0.03
the year
6. P. RAMAKRISHNAN At the 16
Beginning of
the year
Date wise Increase/Decrease 0
in Shareholding during the At the end of 16 0
year specifying the reasons the year
for increase/decrease(eg
allotment/transfer/bonus/
sweat equity etc)
*Resigned as Director and COO w.e.f may 3, 2019.
v. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Loans Deposits Total
excluding depositts Indebtedness
Indebtedness at the beginning of
the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Changes In Indebtness during the
financial year
Addition 1,314
Reduction 888
Net Change 426
Indebtnes at the end of financal
year
i) Principle Amount 426
ii) Interest due but not paid
iii) Interest accrued but not due -
Total (i+ii+iii) 426
88 89
B. Remuneration to other directors:
(` in million)
Sl. Particulars of Name of Directors Total
No. Remuneration Mr. Ms. Mr. Mr. Sudip Mr. Mr A M Mr S N Amount
Samir Renuka Arjun Banerjee Narayanan Naik Subrahmanyan
Desai Ramnath Gupta Kumar
1. Independent
Directors
- Fee for attending 0.40 0.28 0.35 0.35 0.30 1.67
board / committee
meetings
- Commission 4.84 1.18 4.01 1.50 1.50 13.03
- Others, please
specify
90 91
Annexure I
• To identify persons who are qualified to become 2.5. Key Managerial Personnel (KMP) means
directors and who may be appointed in senior
• Chief Executive Officer or the Managing Director or
management in accordance with the criteria laid
the Manager;
down, recommend to the Board their appointment
and removal and shall specify the manner for • Whole-time director;
effective evaluation of performance of Board, its
• Chief Financial Officer;
Committees and individual directors to be carried
out by the Board or the Nomination & Remuneration • Company Secretary;
Committee or by an Independent External Agency
• Senior Management Personnel designated as such
and review its implementation and compliance;
by the Board and
• T o formulate the criteria for determining • Such other officer as may be prescribed.
qualifications, positive attributes and independence of a
directorandrecommendtotheBoardapolicy,relatingtothe 2.6.
Senior Management Personnel means all members
remunerationforthedirectors,keymanagerialpersonneland of management one level below the Executive Directors
other employees; including the Chief Financial Officer and Company
Secretary.
• T o ensure that level and composition of remuneration
is reasonable and sufficient to attract, retain and 3. ROLE OF COMMITTEE:
motivate directors of the quality required to run the 3.1. Matters to be dealt with, perused and recommended
company successfully; to the Board by the Nomination and Remuneration
Committee
• Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks; The Committee shall:
92 93
or Senior Management Personnel subject to the provisions 3.3.2.
Remuneration to Executive directors/ KMP and
and compliance of the said Act, rules and regulations. Senior Management Personnel:
a) Fixed pay:
3.2.5. Retirement The Executive Director/ KMP and Senior
The Director, KMP and Senior Management Personnel Management Personnel shall be eligible for a
shall retire as per the applicable provisions of the Act or monthly remuneration as may be approved by the
the prevailing policy of the Company, as applicable. The Board on the recommendation of the Committee or
Board /Committee will have the discretion to retain the policy of the Company. In case of remuneration to
Director, KMP, Senior Management Personnel in the same Directors, the breakup of the pay scale and quantum
position/ remuneration or otherwise even after attaining of perquisites including, employer’s contribution
the retirement age, for the benefit of the Company. to P.F, pension scheme, medical expenses, club
fees etc. shall be decided and approved by the
3.3. Policy relating to the Remuneration for the Executive Board/ the Person authorized by the Board on the
Director , KMP and Senior Management Personnel recommendation of the Committee and approved
by the shareholders.
3.3.1. General:
a) The remuneration / compensation / commission b) Minimum Remuneration:
etc. to the Executive Directors will be determined If, in any financial year, the Company has no profits
by the Committee and recommended to the Board or its profits are inadequate, the Company shall pay
for approval. The remuneration / compensation / remuneration to its Executive Directors in accordance
commission etc. shall be subject to the approval of with the provisions of Schedule V of the Act and if
the shareholders of the Company. it is not able to comply with such provisions, with
the previous approval of shareholders and other
b) The remuneration and commission to be paid to appropriate authorities.
Executive Directors shall be in accordance with the
percentage / limits / conditions laid down in the c) Provisions for excess remuneration:
Articles of Association of the Company and as per If any Chairman/Managing Director/Whole-time
the provisions of the Act. Directors draws or receives, directly or indirectly by
way of remuneration any such sums in excess of
the limits prescribed under the Act or without the
c)
Increments to the existing remuneration/
prior sanction of the Central Government, where
compensation structure may be recommended by
required, he / she shall refund such sums to the
the Committee to the Board which should be within
Company and until such sum is refunded, hold it
the limits approved by the Shareholders in the case
in trust for the Company. The Company shall not
of Executive Directors.
waive recovery of such sum refundable to it unless
permitted by the Central Government.
d) Where any insurance is taken by the Company on
behalf of its Executive Directors, Chief Executive d) Stock Options in Subsidiary Companies:
Officer, Chief Financial Officer, the Company Executive Directors may be granted stock options
Secretary and any other employees for indemnifying in subsidiary companies as per their Schemes
them against any liability, the premium paid on and after taking necessary approvals. Perquisites
such insurance shall not be treated as part of the may be added to the remuneration of concerned
remuneration payable to any such personnel. directors and considered in the limits applicable to
Provided that if such person is proved to be guilty, the Company.
the premium paid on such insurance shall be treated
as part of the remuneration. 3.3.3.
Remuneration to Non- Executive / Independent
Director:
e)
Remuneration of other KMP or Senior a) Remuneration / Commission:
Management Personnel, in any form, shall be The remuneration / commission shall be fixed as per
as per the policy of the Company based on the the limits and conditions mentioned in the Articles
grade structure in the Company. of Association of the Company and the Act.
94 95
10.5. Evaluating the performance of the Board members Committee shall deem appropriate all elements of
and Senior Management in the context of the the remuneration of the members of the Board.
Company’s performance from business and
compliance perspective; 11.2.
To ensure the remuneration maintains a balance
between fixed and incentive pay reflecting short
10.6. Making recommendations to the Board concerning and long-term performance objectives appropriate
any matters relating to the continuation in office of to the working of the Company.
any Director at any time including the suspension
11.3.
To delegate any of its powers to one or more of its
or termination of service of an Executive Director
members or the Secretary of the Committee.
as an employee of the Company subject to the
provision of the law and their service contract; 11.4. To consider any other matters as may be requested
by the Board.
10.7. Delegating any of its powers to one or more of its
members or the Secretary of the Committee; 11.5.
To review Professional indemnity and liability
insurance for Directors and senior management.
10.8. Recommend any necessary changes to the Board;
and 12. MINUTES OF NOMINATION AND
REMUNERATION COMMITTEE MEETING
10.9. Considering any other matters, as may be Proceedings of all meetings must be minuted and signed
requested by the Board. by the Chairman of the Committee at the subsequent
meeting. Minutes of the Committee meetings will be
11. REMUNERATION DUTIES tabled at the subsequent Board and Committee meeting.
The duties of the Committee in relation to remuneration
matters include: 13. REVIEW & AMENDMENT:
The Policy shall be reviewed as and when required
11.1. To consider and determine the Remuneration to ensure that it meets the objectives of the relevant
Policy, based on the performance and also bearing legislation and remains effective. The Nomination and
in mind that the remuneration is reasonable and Remuneration Committee & Board has the right to
sufficient to attract retain and motivate members change/amend the policy as may be expedient taking
of the Board and such other factors as the into account the law for the time being in force.
96 97
3. KEY DEAL WINS • S etup a 5G lab for designing and building future-
LTTS closed several multi-million dollar projects from ready solutions for a leading semiconductor
global customers across various verticals. The major wins company in the U.S.
are listed below:
• Involved in the development of new-age
Transportation smartphones capabilities for two top-tier OEMs
• Secured multimillion-dollar deals, with two
leading automotive manufacturers, in the space • Developed a next-gen digital signage solution called
of HIL simulation & autonomous validation, and FlyBoard
infotainment assessment respectively.
• Created an in-house OTT solution framework
• eployed several cutting-edge technologies
D
for PMA (Part Manufacturing Approval), digital • Developed Iron Home, a next-gen smart home
innovation and recognition for aircraft, advanced security platform
rail signaling design & RAMS and special purpose
text fixture design. Process Industry:
• Won a multimillion-dollar digitalization project from
• Implemented several of homegrown offerings in ExxonMobil in April 2018
the transportation domain such as cognitive AI
framework AiKno™ in MRO and after market • S igned a high-value deal with a multi-national
activities, application solution for shop floor chemical company for a digital engineering project
material tracking and asset management and flight which is one of the largest in this domain
infotainment services and response improvement
solution. • on a large engineering services deal with one the
W
biggest tyre manufacturers
Industrial Products:
• Won a major deal with the world’s leading software • E xpanded footprint in Europe with two large deals,
company for smart building consultancy one involving development of high-end capabilities
for a customer in beverage and brewery industry
• Signed a multi-year contract to provide digital
and another deal to execute an EPCM order for a
content management services for a reputed
greenfield project with a German chemical major
technology company’s industrial products segment
• urrently executing a multi-year deal with Covestro
C
• on a landmark project to be the ER&D partner for
W
to implement digitalization-based engineering
a US Industrial Automation major and a large deal
programs across their 8 global locations
in smart manufacturing for a leading automotive
major in the U.S.
• elivered customized digital solutions for a brewery
D
• F acilitated major innovations for the electrical major in North America for the first time and
vehicles market such as a high-efficiency DC-DC executed 6 pilot projects that are currently being
convertor and on-board charger and environmental scaled up globally
cleaning solutions for the marine industry to
facilitate emission reduction Medical Devices:
• Expanded footprint in Japan by signing large deals
• Helped various global customers in mining and with 4 customers in medical devices, electromedical
discrete manufacturing with machine automation equipment and medical kit products
98 99
Health, Safety & providing a conducive environment. services space like Blockchain, Artificial Intelligence
Since many of the employees work at client locations and Machine Vision among others
in factories for deployment of projects they have been
trained on “Zero Harm” towards their safety and • J ust Code, a hackathon, aimed at offering
continuous improvement. employees an opportunity to plunge into an idea
and convert it into a product
6. HUMAN RESOURCES
HR policies have strongly focussed on creating a culture • Illuminate, a program which aims to leverage
of excellence and achievements. Abiding by the People, internal talent and create a pool of high potentials
Process and Portals parameters, the business is striving who can be moved across functions and to groom
towards making the employees at all levels an integral high potential candidates to take up higher roles
part of the decision-making system. There has been an and responsibilities
enhancement of skills, efforts and achievements and
employee satisfaction levels through various initiatives like: • L EAD, a program designed to help senior employees
start their development journey as leaders
• IZneers, an internal platform to create a
W
community of technology architects within the • LP (Accelerating Leadership Potential), an
A
Company. Under this initiative, employees come initiative for refining the leadership skills that
together every fortnight to discuss and ideate on leaders have already acquired, and for developing
next-gen technology trends in the engineering those essential for the greater responsibilities ahead
Economic slowdown in key geographies • Broad-based revenue mix that is diversified across geographies and
or cyclical downturns in key segments industry segments
could materially affect revenue growth and • Strategy to cross-sell technology expertise and capabilities derived from
profitability one industry segment/geography to clients in other segments and
markets, thereby broad-basing exposure and de-risking from cyclicality
in any one segment
Inability to innovate and develop new • Continuous competency and capability building in leading edge
services and solutions to keep up with technologies supported by investments in labs and Centre of Excellence
customer expectations and evolving prepares the Company to address changing customer requirements
technologies which could result in lower • Focus on innovation and development of solutions and accelerators to
growth traction reduce time-to-market for customers
Change in strategy at any of our top • Clauses in the contractual agreements with customers to mitigate impact
customers leading to sale/divestiture or of sudden termination of business
shutdown of parts of their businesses, could • Strong relationships with customers will be leveraged to explore alternate
result in a discontinuity or a ramp-down of areas of engagement
existing engagements of LTTS and thereby
materially impact revenue and profits
Exchange rate volatility in various currencies • Long term cash flow hedges taken to minimize the impact of exchange
could materially and adversely impact results volatility on Net profit
of operations • Regular evaluation of hedging policy by internal Risk Management to
assess effectiveness
Changes in immigration laws, rules and • Local hiring at multiple locations abroad to reduce the dependency on
policies can impact our ability to provide work visas
services to customers at foreign locations • Proactive engagement with legislative and regulatory stakeholders to
improve internal processes for visa filing
8. INTERNAL CONTROL SYSTEMS AND THEIR dynamic global engineering ecosystem. This will be in
ADEQUACY tandem with strict data protection directives, increasing
The management has designed internal control systems instances of cyber terrorism and rising need for cloud-
commensurate with the size and complexity of the based cybersecurity solutions among enterprises.
business. An internal control system comprises all policies
and procedures that taken together, support Company’s LTTS aspires for industry leading, innovation led profitable
effective and efficient operation. The Company has growth.
implemented internal controls that deal with system
automation, authorisations, access restrictions, physical 10. Significant Factors affecting Our Results of
security etc. for providing reliable financial and operational Operations
information. These procedures often include the division LTTS business growth depends on the global ER&D
of responsibilities, checks and balances to reduce risk. The spending by corporates, the quantum of ER&D
operating effectiveness of various controls is periodically outsourced to third party vendors and the ability of LTTS
tested by internal auditors & deficiencies. to develop competencies to address the ER&D needs of
its customers. On the operational side, LTTS performance
9. OUTLOOK depends on the Utilisation rate of its billable employees,
An interplay of digital and ER&D with increased industry effective talent management addressing hiring, skilling
focus on emerging technologies including Artificial and retention of high quality resources, management of
Intelligence (AI), Internet of Things (IoT), Machine to foreign exchange volatility risk since a significant portion
Machine (M2M) communication, Augmented Reality of business is billed in currencies like USD and EUR,
(AR) / Virtual Reality (VR), 5G, Cyber Security, Advanced and the onsite-offshore revenue mix as profit margins
Robotics, Mobile Applications and Blockchain are finding are typically higher if work is performed offshore as
use-cases across verticals and are enabling companies compared to onsite.
to discover new revenue streams while strengthening
existing ones and serving the customers with much
From a regulatory standpoint, LTTS business
higher operational efficiency. sustainability requires protecting the confidentiality
and intellectual property rights of our customers failing
Essentially the growth in the ER&D ecosystem will be which we could be liable for damages, being compliant
driven by a convergence of emerging technologies and to the local regulations that include immigration
business model innovations along with the growth of and data protection laws, in every country we are
technology enterprises and start-ups constituting a present in.
100 101
11. Financial Conditions (Consolidated)
Sources of Funds
1. Equity Capital
(` million)
As at March 31, 2019 As at March 31, 2018
Authorised :
5,250,000,000 equity shares of ` 2 each 10,500 10,500
(previous year 5,250,000,000 equity shares of ` 2 each)
Issued, subscribed and fully paid up
104,013,325 equity shares of ` 2 each 208 205
(previous year: 102,456,047 of ` 2 each)
EQUITY SHARE CAPITAL 208 205
2. Other Equity
(` Million)
As at March 31, 2019 As at March 31, 2018
Retained Earnings 12,132 6,947
Hedging reserve 1,171 1,164
Securities premium 10,890 10,502
Foreign currency translation reserve 66 4
Employee stock options outstanding (Net of deferred compensation) 344 538
Other items of other comprehensive income (20) 4
Total other equity 24,583 19,159
Total other equity as the end of March 31, 2019 stood at ` 24,583 Million as against ` 19,159 Million at the end of at March 31, 2018
The Company’s short-term borrowings stood at ` 702 Million at March 31, 2019 from ` 702 Million as at March 31, 2018
Deferred tax asset and liability is recognised on temporary differences between the tax base of assets and liabilities, and their
reported amounts in financial statements, which will result in taxable or deductible amounts in the future and quantified
using the tax rates and laws enacted or substantively enacted as at balance sheet date.
Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable certainty that sufficient
future taxable income will be available against which such deferred tax assets can be realised.
5. Current liabilities
(` Million)
As at March 31, 2019 As at March 31, 2018
Trade payables 1,879 1,807
Other financial liabilities 2,745 2,000
Other current liabilities 1,899 1,749
Short-term provisions 1,341 1,206
Current tax liabilities 56 173
Total Current Liabilities 7,920 6,935
Current liabilities consisting of Trade payables, other financial liabilities, other current liabilities, short term provisions and
current tax liabilities stood at ` 7,920 Million as of March 31, 2019 from ` 6,935 Million as of March 31, 2018.
6. Property, plant and equipment
(` million)
As at March 31, 2019 As at March 31, 2018
Property, plant and equipment 1,443 1,250
Capital work-in-progress - 1
Goodwill 5,365 4,921
Other intangible assets 992 923
Net Fixed Assets 7,800 7,095
102 103
9. Non-current assets Investments comprises of Investments in mutual funds.
(` million) Other financial assets consisting advance to employees,
As at March As at March security deposits, forward contract receivable, etc. which
31, 2019 31, 2018 increased from ` 1,429 Million as at March 31, 2018 to
Other financial assets 1,362 590 ` 1,536 Million as at March 31, 2019 primarily on account
Other non-current assets 635 487 of regrouping of Unbilled Revenue (FP accruals) which was
1,997 1,077 earlier wholly grouped under Other Current Assets.
Other Financial assets as at March 31, 2019 increased by Other current asset decreased primarily on account of
` 772 Million primarily on account of increase in forward regrouping of Unbilled Revenue.
contract receivable.
12. Results of our operations (Consolidated)
10. Current assets
The following table shows a breakdown of our results
(` million) of operations and each item as a percentage of total
As at March As at March income for the years indicated:
31, 2019 31, 2018
Investments 5,749 2,207
Loans - 1
Other Financial assets 1,536 1,429
Other Current assets 3,736 3,805
11,021 7,442
FY 19 FY 18
(` million) % of Revenue (` million) % of Revenue
Income
Revenue from operations 50,783 100.0% 37,471 100.0%
Expenses
Employee benefit expenses 31,788 62.6% 24,600 65.7%
Other Operating expenses 9,837 19.4% 7,060 18.8%
Change in contingent consideration 11 0.0% 55 0.1%
Total Expenses 41,636 82.0% 31,715 84.6%
Depreciation and amortisation
expenses 1,042 2.1% 888 2.4%
Operating Profit 8,105 16.0% 4,868 13.0%
Other income 2,228 4.4% 1,934 5.2%
Finance Costs 19 0.0% 24 0.1%
Profit before extraordinary 10,314 20.3% 6,778 18.1%
items and tax
Extraordinary items - 0.0% - 0.0%
Profit before tax 10,314 20.3% 6,778 18.1%
Tax Expenses
- Current tax 2,517 5.0% 1,894 5.1%
- Deferred tax 113 0.2% -182 -0.5%
2,630 5.2% 1,712 4.6%
Profit after Tax 7,684 15.1% 5,066 13.5%
Profit for the year before minority
interest 7,684 15.1% 5,066 13.5%
Minority Interest 28 0.1% 6 0.0%
PROFIT FOR THE YEAR 7,656 15.1% 5,060 13.5%
104 105
as cash flow hedges. The Company uses hedging the year ended March 31, 2019 from ` 888 Million
instruments that are governed by the policies of for the year ended March 31, 2018.
the Company which are approved by the Board of
Directors, which provide written principles on the Profit before extraordinary items and tax
use of such financial derivatives consistent with the As a result of the above mentioned factors, our
risk management strategy of the Company. profit before extraordinary items and tax increased
by 52.2% to ` 10,314 Million for the year ended
The hedge instruments are designated and March 31, 2019 (which represented 20.3% of our
documented as hedges at the inception of the revenue for operations for such year) from ` 6,778
contract. Million for the year ended March 31, 2018 (which
represented 18.1% of our revenue from operations
The effectiveness of hedge instruments to reduce
for such year).
the risk associated with the exposure being hedged
is assessed and measured at inception and on an Tax expenses
ongoing basis. The ineffective portion of designated Tax expenses comprise of current tax and deferred
hedges are recognised immediately in the statement tax. Current income tax is the amount expected to
of profit and loss. be paid to the tax authorities in accordance with
the applicable tax laws in relevant jurisdictions.
The effective portion of change in the fair value of Deferred income tax reflects the impact of
the designated hedging instrument is recognised in timing differences between taxable income and
the other comprehensive income and accumulated accounting income.
under the heading cash flow hedge reserve.
Our current tax increased by 32.89% to ` 2,517
Hedge accounting is discontinued when the Million for the year ended March 31, 2019 from
hedging instrument expires or is sold, terminated or ` 1,894 Million for the year ended March 31, 2018.
no longer qualifies for hedge accounting. Any gain
or loss recognised in other comprehensive income Our deferred tax charge for the year ended March
and accumulated in equity till that time remains 31, 2019 was ` 113 Million as against our deferred
and is recognised in statement of profit and loss tax credit for the year ended March 31, 2018 of
when the forecasted transaction ultimately affects ` 182 Million.
the profit or loss. When a forecasted transaction is
no longer expected to occur, the cumulative gain Our total tax expense has increased by 53.63% to
or loss accumulated in equity is transferred to the ` 2,630 Million for the year ended March 31, 2019
statement of profit and loss. from ` 1,712 Million for the year ended March
31, 2018. The increase in current tax is mainly on
Finance costs account of higher profit before tax and higher
Finance costs comprise bank interest paid. Exchange effective tax rate.
losses on borrowings are also accounted for as part
of finance costs. Net profit after tax
As a result of the above mentioned factors, our net
Our finance costs decreased by 21.5 % to ` 19 profit increased by 51.7% to ` 7,684 Million for the
Million for the year ended March 31, 2019 from year ended March 31, 2019 from ` 5,066 Million
` 24 Million for the year ended March 31, 2018. for the year ended March 31, 2018.
ended March 31, 2019 from ` 48.18 per share in the Revenue Contribution By Segments
year ended March 31, 2018. The weighted average (` million)
number of potential equity shares on account of 37,471 50,783
employee options are 16,27,949 for the year ended
March 31, 2019. 3,378
Medical Devices 7,220
14. Key Financial Ratios (Consolidated) 2,535
Process Engineering 4,834 13,803
Ratio FY 19 FY 18
9,661
Days Sales Outstanding Telecom & Hi-Tech 10,196
(in days) 76 94 8,531
Industrial Products
Interest Coverage Ratio 430 205 16,186
11,910
Current Ratio 2.8 2.4 Transportation
Debt Equity Ratio 0.0 0.0 FY 18 FY 19
Operating Profit Margin (%) 16.0% 13.0%
Net Profit Margin (%) 15.1% 13.5% Transportation:
Return on Net Worth (%) 35% 30%
LTTS offers the complete gamut of engineering
services and solutions for its global customers in the
Explanations for changes in ratios: transportation industry, including OEMs and Tier 1
1. Days Sales Outstanding for the year ended suppliers in Automotive, Trucks & Off-Highway Vehicles
March 31, 2019 improved due to lower increase in and Aerospace. In Automotive, LTTS helps its customers
Trade receivables as compared to Revenues. through advanced technologies such as autonomous
driving and electric vehicles. In Aerospace, LTTS’ services
2. Interest Coverage ratio for the year ended March cover aerostructures, aero systems, aero engines and
31, 2019 improved due to growth in operating avionics. LTTS’ digital offerings in this segment span
profit. across in-flight entertainment and connectivity, air traffic
management and drone-based solutions. LTTS also has
3.
Operating profit margin improved to 16% in
over a decade of domain expertise in enabling leading
FY19 compared to 13% in FY 18 on account of
brands in the Trucks and Off-highway segment. LTTS
improvement in operational efficiency and rupee
caters to its customer requirements through specialized
depreciation.
state-of-the-art research and test labs for power
electronics, tear down, and smart manufacturing across
4.
Net profit margin improved to 15.1% in FY 19
its global delivery centers.
as compared to 13.5% in FY 18, driven by better
operating profit margin.
Transportation segment is our largest segment by
5.
Return on Net Worth for the year ended revenue and contributed 31.9% of the company’s
March 31, 2019 improved on account of higher net total revenue in FY’19 vs 31.8% of the total revenue in
profit margin. FY’18. The segment clocked a healthy topline growth of
24.9% Y-o-Y in USD terms. The operating margin of this
15. Segment reporting (Consolidated) segment has increased from 12.0% in FY’18 to 16.7%
Our segmental reporting comprises business and in FY’19, led by better utilization of resources, higher
geographic segmentation. offshore ratio and Rupee depreciation.
106 107
and quicker decision making by using predictive analytics its customers across the globe on ‘Smart Manufacturing’
and real-time insights. LTTS Industrial Products segment technologies such as automation, IoT, analytics, and
facilitates end-to-end product development guidance, deep augmented reality (AR).
domain expertise across software, electronics, connectivity,
mechanical engineering, industrial networking protocols, The Process Industry segment contributed 14.2% of the
User Interface/User Experience (UI/UX), test frameworks and company’s total revenue in FY’19 vs 12.9% of the total
enterprise control solutions. revenue in FY’18. Revenue in this segment increased
by 37.1% Y-o-Y in USD terms. The operating margin
The Industrial products segment is the third largest of this segment has increased from 19.5% in FY’18 to
segment and has contributed 20.1% of the company’s 22.7% in FY’19.
total revenue in FY’19 vs 22.8% of the total revenue
in FY’18. The segment has shown a healthy growth in
The strong revenue growth in this segment was
Revenue by 10% Y-o-Y in USD terms. The operating on account of large deal wins, digital engineering
margin of this segment has improved from 21.7% in opportunities and higher capital expenditure spend by
FY’18 to 24.9% in FY’19. major oil & energy companies.
Telecom & Hi-tech: The segment was benefited due to increase in oil prices
LTTS has vast experience in Product Development, by enhancing capital expenditure spend by major oil &
Digitalization, User Experience Engineering, and Testing energy companies this was one of the primary reason
& Certification. LTTS offers its customers a one stop- which impacted in positive revenue growth of this
solution covering the gamut of services in product segment along with dollar appreciation.
variant development, 5G capabilities, simulations &
automation, and product & midlife support. LTTS’ Medical Devices:
Narrow Band IoT (nBIoT) solution nBon developed with LTTS helps medical device OEMs address industry
low memory and low power footprint provides thorough challenges, accelerate time-to-market, and optimize
IoT device management enabling easy integration to costs, leveraging its deep domain expertise and end-to-
custom target platforms. end product design capabilities. It focuses on delivering
solutions in diagnostics, patient mobility services,
Telecom segment is the second largest segment and musculoskeletal services, life sciences, surgical services,
contributed 27.2% of the company’s total revenue in cardiovascular, home healthcare and general medical.
FY’19 vs 25.8% of the total revenue in FY’18. Revenue LTTS has designed and developed innovative products
from this segment grew by 31.2% Y-o-Y in USD terms. and solutions such as world’s first drug patch applicator,
The operating margin of this segment improved to smart inhalers, connected hospitals, integrated reusable
15.6% in FY’19 from 12.6% in FY’18, led by better vessel sealing & surgical staplers for emerging markets
employ productivity and Rupee depreciation. along with world’s first airway clearance system with
Bluetooth connectivity among others.
Process Industry:
LTTS provides its services in E/EPCM (Engineering, Medical Devices is the smallest segment and contributed
Procurement and Construction Management), 6.7% of the company’s total revenue in FY’19 versus 6.8
Engineering Reapplication and Global Rollouts, Plant % of total revenue in FY’18. The segment demonstrated
Sustenance and Management, Regulatory Compliance a growth of 22.8% Y-o-Y in USD terms. The operating
Engineering to companies in chemical, consumer margin of this segment improved from 20.2% in FY’18
packaged goods and energy utility industries. LTTS has to 24.8% in FY’19, led by better employee productivity
broad expertise in traditional EPCM and operational and Rupee depreciation.
maintenance projects, as well as contemporary digital
engineering enterprises. LTTS is furthering its engineering The following table shows a breakdown of our revenue
footprint to include the digital sphere and working with by our business segments for the periods indicated:
FY 19 FY 18
Segments INR million % of Total Revenue INR million % of Total Revenue
Transportation 16,186 31.9% 11,910 31.8%
Industrial Products 10,196 20.1% 8,531 22.8%
Telecom & Hi-Tech 13,803 27.2% 9,661 25.8%
Process Industry 7,220 14.2% 4,834 12.9%
Medical Devices 3,378 6.7% 2,535 6.8%
Total operating revenue 50,783 100.0% 37,471 100.0%
Further, the segment wise operating profits as a percentage to respective segment revenue has been depicted below for the
periods indicated:
Transportation 16.7%
12.0%
Geographical segmentation:
The revenues are generated from four main geographic markets: North America, Europe, India and Rest of the world. We
present our revenues by client location, irrespective of the location of the headquarters of the client or the location of the
delivery Centre where the work is performed.
6,109
ROW 6,808
4,389 8,600
India 4,067
6,475
Europe
29,266
22,540
North America
FY 18 FY 19
108 109
Annual Business Responsibility Report 2018-19
(As per Regulation 34 of the SEBI (Listing Obligations 8.
List three key products/services that the Company
and Disclosure Requirements) Regulations, 2015) manufactures/provides (as in balance sheet)
ngineering and Research & Development Services
E
We are happy to present the Business Responsibility Report
in chosen verticals viz Industrial & Consumer
of the Company for the financial year ended as on March 31,
Products, Telecom & Hi-Tech, Plant Engineering,
2019, pursuant to Regulation 34 (2)(f) of the SEBI (Listing
Entertainment & Media, Surface & Air Transportation
Obligations and Disclosure Requirements) Regulations, 2015.
and Medical Devices
This report conforms to Business Responsibility Reporting
(BRR) requirement of Securities & Exchange Board of India 9.
Total number of locations where business activity is
(SEBI) based on the National Voluntary Guidelines (NVG) undertaken by the Company
released by the Ministry of Corporate Affairs, India. This
Business Responsibility Report covers the responses across I. Number of International Locations - 22
environment, governance and stakeholder relationships of II. Number of National Locations - 8
all the business.
arkets served by the Company – Local/State/National/
10. M
Given the nature of business, at L&T Technology Services, International: All
people are considered as an asset and their well-being is
paramount to the company. Through our consistent efforts in Section B: Financial Details of the Company
utilizing technology and adapting to evolving global scenarios, 1. Paid up Capital: ` 208 million
we strive forth to positively impact our value chain, employees,
suppliers, customers, stakeholders and local communities. 2. Total Turnover: ` 47,120 million
Through our projects, CSR activities and several people friendly 3. Total profit after taxes: ` 7,001 million
policies & people oriented initiatives we endeavour to build a
better society. We encourage sustainable practices within and 4.
Total Spending on Corporate Social Responsibility (CSR)
outside the organization by participating in social innovation as percentage of profit after tax: 1.45%
programmes. 5.
List of activities in which expenditure in 4 above has
been incurred:
Section A: General Information About the Company
(a)
Education
1.
Corporate Identity Number (CIN) of the Company:
L72900MH2012PLC232169 (b)
Skill Building
2. Name of the Company: L&T TECHNOLOGY SERVICES (c)
Healthcare
LIMITED
(d)
Water Conservation
3. Registered address: L&T House, N.M. Marg, Ballard
(e)
Protection and Restoration of public places
Estate, Mumbai 400 001
(f) Sports for disabled
4. Website: www.ltts.com
5. E-mail id: investor@ltts.com Section C: Other Details
1.
Does the Company have any Subsidiary Company/
6. Financial Year reported : April 1, 2018 - March 31, 2019
Companies?
7. Sector(s) that the Company is engaged in (industrial Yes.
activity code-wise):
2. Do the Subsidiary Company/Companies participate in the
Group Class Sub-Class Description BR Initiatives of the parent company? If yes, then indicate
620 6209 62099 Other information the number of such subsidiary company(s)
technology and computer No.
services activities wise)
3. Designation: CEO & Managing Director P5- Business should respect & and promote human rights
(b)
Details of the BR head P6- Business should respect protect and make efforts to
restore the environment
No. Particulars Details
1 DIN Number (if applicable) Not applicable P7- Business, when engaged in influencing public and
regulatory policy, should do so in a responsible manner
2 Name Mr. Paneesh Rao
3 Designation Chief Human Resources
P8- Business should support inclusive growth and
Officer & CSR Head equitable development
4 Telephone number +91 22 6752 5656
P9- Business should engage with and provide value to
5 e-mail id investor@ltts.com their customers and consumers in a responsible manner
Sr. Questions P P P P P P P P P
No. 1 2 3 4 5 6 7 8 9
1 Do you have a policy/ policies for.... Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated Y Y Y Y Y Y Y Y Y
in consultation with the relevant
stakeholders?
3 Does the policy conform to any national / India based policies are aligned to National Standards.
international standards? If yes, specify? Policies pertaining to GEO NA, Europe & ROW are aligned with the
(50 words) International Standards. (respective GEO)
4 Has the policy been approved by the Y Y Y Y Y Y Y Y Y
Board? Note Note Note Note Note Note Note 1 Note Note
Is yes, has it been signed by MD/ owner/ 1 1 1 1 1 1 1 1
CEO/ appropriate Board Director?
Signed By the __________________
5 Does the company have a specified Y Y Y Y Y Y Y Y Y
committee of the Board/ Director/ Official
to oversee the implementation of
the policy?
6 Indicate the link for the policy to Available on Company’s Intranet http://mypolicies. Available on
be viewed online? ltts.com:1947/ Company’s
Pages/Policies. Intranet
aspx
110 111
Sr. Questions P P P P P P P P P
No. 1 2 3 4 5 6 7 8 9
7 Has the policy been formally Y Y Y Y Y Y Y Y Y
communicated to all relevant
internal and external stakeholders?
8 Does the company have in-house Y Y Y Y Y Y Y Y Y
structure to implement the
policy/ policies?
9 Does the Company have a grievance Y Y Y Y Y Y Y Y Y
redressal mechanism related to the
policy/ policies to address stakeholders’
grievances related to the policy/ policies?
10 Has the company carried out Y Y Y Y Y Y Y Y Y
independent audit/ evaluation
of the working of this policy
by an internal or external agency?
Note 1: As per the approval matrix of the Company.
2b. If answer to the question at serial number 1 against any principle, is ‘no’, please explain why: (tick up to
2 options):
No. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
1 The company has not understood the Principles Not Applicable
2 The company is not at a stage where it finds itself in a position Not Applicable
to formulate and implement the policies on specified principles
3 The company does not have financial or manpower resources Not Applicable
available for the task
4 It is planned to be done within next 6 months Not Applicable
5 It is planned to be done within the next 1 year Not Applicable
6 Any other reason (please specify) Not Applicable
3.
Governance related to BR LTTS’ philosophy of corporate governance is built on a
(a) Indicate the frequency with which the Board rich legacy of fair & transparent governance & disclosure
of Directors, Committee of the Board or CEO practices. The cornerstone of the company’s philosophy
assess the BR performance of the Company. on corporate governance is accountability and fairness to
Within 3 months, 3-6 months, Annually, More stakeholders and transparency in operations. The Company
than 1 year: has a well-defined & institutionalised Code of Conduct (CoC)
Annually policy that details the Company’s ethos, values and a fair
& transparent governance. This includes respect for values,
(b) Does the Company publish a BR or a Sustainability equality, individual dignity, adherence to honest, ethical &
Report? What is the hyperlink for viewing this professional conduct.
report? How frequently it is published?
No LTTS has adopted the Code of Conduct (CoC) for employees,
including board members, to remain consistently vigilant and
Section E: Principle-Wise Performance ensure ethical conduct of its operations. The Chief Executive
PRINCIPLE: 1 Officer & Managing Director makes an Annual Declaration
BUSINESS SHOULD CONDUCT AND GOVERN THEMSELVES to the shareholders regarding the senior management’s
WITH ETHICS, TRANSPARENCY AND ACCOUNTABILITY: compliance with the CoC.
All employees are guided by the vision statement & values reporting unethical conduct/malpractice they may see around
mentioned therein for the success & reputation of the them, in case of any hesitation to report face to face. Through
organization. Each employee of the Company is required to the said helpline employees raise their concerns and the same
comply with the CoC and is required to provide an annual are addressed and necessary action is taken by the Company.
declaration of his/her adherence to it. Non-compliance with The said helpline and the management maintain anonymity
CoC is dealt with suitable consequence. of the whistle-blower at all times. It helps build a culture
of trust, transparency, honest communication and ethical
The said Code is also displayed on the website of the Company. conduct and provides employees with non-threatening and
All new associates are made aware of the CoC as a part of impartial way of communicating their concerns while allowing
their induction program. the organization to act on the tip-offs as per process. One of
our constant endeavours is to promote “ZERO TOLERANCE”
The Company’ policies relating to ethics, bribery and corruption for values violation & unethical conduct at the workplace. To
extends to all the group companies, Suppliers, Contractors, promote this culture, “Ethics Line” plays an important role.
NGOs and other stakeholders. The Company also has a Code
of Conduct for its suppliers, customers and consultants and During the year, the Company received total 8 complaints
obliges them to follow the same to uphold the business under Ethics Line. Appropriate actions wherever required was
standards. The Company expects its associates to uphold taken by the Company on the same.
highest standards of business conduct across all sites where
LTTS has presence, as customer, supplier or as consultant. PRINCIPLE: 2
BUSINESS SHOULD PROVIDE GOODS AND SERVICES
As per the recent GDPR Act, the company recognizes that THAT ARE SAFE AND COUNTRIBUTE TO SUSTAINABILITY
individuals have an expectation that personal data provided THROUGHOUT THEIR LIFE CYCLE:
during their dealing with the company will be protected from L&T Technology Services is committed to ensure sustainability
inappropriate use or disclosure without the concurrence of throughout its day-to-day operations. The Company is focused
the employee. In furtherance of this, the company has drafted towards balancing its innovations across various industry
various policies to reinforce its commitment to comply with verticals with eco-friendly processes, services and solutions
applicable data privacy and security requirements in which that positively impact their life cycle. LTTS facilities across all its
the company and its branches operate. The Company has locations have an abundance of green spaces and plantations
been working diligently to put in place a new data privacy to ensure the well-being of employees.
framework necessitated by GDPR including: improved
procedures, policies, communications and training materials in In Bengaluru, the Company has set up rain water sump through
line with the guidance received. which we are using treated runaway water for various purposes
such as cleaning washroom, road wash, gardening and hand
A vigilance mechanism is in place for directors and associates wash. We have also established rain water percolation pits to
to report their concerns about actual or suspected fraud, recharge ground water and to have minimum runaways. LTTS
unethical behaviour or violation of the Company’s values or has pressmatic taps installed across its facilities which close
CoC. This is ensured through the Whistle Blower Policy and a automatically after usage and are installed with aerators to
Whistle Blower Investigation Committee. The Whistle Blower reduce wastage of water.
Policy is also displayed on the website of the Company. As
per the recent amendments in SEBI (Prohibition of Insider Our Vadodara office in Knowledge City has been certified
Trading) (Amendment) Regulations, 2018 the Company also by CII’s Indian Green Building Council (IGBC) under the LEED
has in place a Policy and Procedures for inquiry in case of leak/ guidelines. The water conservation effort alone has resulted in
suspected leak of Unpublished Price Sensitive Information recycling up to 25,000 liters of water per day and zero waste
(UPSI). If any employee has a suspect of leakage of UPSI, discharge. We also have a sewage treatment plant to recycle
necessary investigation and action is taken by the Information waste water which is put to use for various purposes.
Leakage Investigation Committee.
LTTS has also taken various measures to efficiently consume
The Company with reference to the Whistle Blower mechanism electricity. In Bengaluru, the Company has implemented double
has created a online platform “Ethics Line” which offers glazing façade that facilitates less transfer of heat and puts less
an independent multi-channel interface to employees for pressure on the HVAC systems. We have installed occupancy
112 113
sensors in work areas that switch off lights when no one is Accelerated Leadership Program (ALP) for Account
around and have installed 2 row coils to increase the efficiency Delivery Managers & Program Managers is a 12 months
of AHUs (Air Handling Unit). LTTS has also setup water cooled intervention shaping and sharpening the competencies
chillers in its campuses that consume lesser power as compared required to perform the jobs with complete business acumen.
to air cooled chillers. We have also installed VRF units for 24x7 In result, our high potentials associates have gone through
operations which will consume much less power as compared this program, subsequent to which they have been delivering
to conventional split A/c and we also utilize free cooling during consistently greater business results than before. 90% of them
winter. Due to our efforts we have saved 1,02,465 KWH power have experienced career enhancement.
in FY19 as compare to FY18.
We believe leadership exists in every rung of the organisation
PRINCIPLE: 3 and it is mutually beneficial to catch them young. Young
BUSINESS SHOULD PROMOTE THE WELL-BEING OF ALL Leadership Program (YLP) aimed at providing knowledge,
EMPLOYEES: essential skills and attitudes which are required to effectively
However passé it may sound, the fact is that we are in the transition to leadership role. Select Project Leaders & Managers
people dependent business and therefore our people are our across the globe have underdone this 10 months intervention
most important assets. to scale to the new level of their career.
We have moved away from traditional ways of people Potential lies everywhere, irrespective of level, function,
management to contemporary and competency based location, gender, qualification, experience etc. It is important to
hiring, training & development, rewards & awards and career provide a platform to allow them to surface and catch them to
management with equal opportunity to all irrespective of extract the potential – CEO Club is one such unique initiative to
caste, creed, gender or nationality. All the above is with the create future leaders – while the product is designed by us, the
motive to service the stakeholders and society at large. execution is outsourced to an internationally famed consulting
firm to eliminate any bias in choosing the leaders benchmarked
Best workplace...in the making against world standards. All of them are experiencing unique
projects, assignments, job enrichment, vertical career movement
Credibility
and investment in their continuous learning.
respect
“Leaders create Leaders “ akin to this phrase , we launched
a mentoring initiative – Illuminate wherein some of our
fairness
leaders (CXOs & V/H heads) took up the responsibility to
mentor & groom chosen dynamic leaders across Sales &
pride
Delivery organizations through a well-crafted intervention
for 12 months.
camaraderie Future
Power
Houses
114 115
water PRINCIPLE: 5
BUSINESS SHOULD RESPECT & AND PROMOTE HUMAN
5,10,00,000 Litres of water conserved RIGHTS:
10,000 people gained from watershed activities LTTS’ philosophy of corporate governance is built on a rich legacy
63 farm ponds and 17 check dams were constructed of fair & transparent governance & disclosure practices. This
during the year includes respect for human values, individual dignity & adherence
to honest, ethical & professional conduct. We have an efficient
SUSTAINABLE CITIES & COMMUNITIES grievance redressal system is place which is supplemented by
various organisational policies. We also have an efficient whistle
4,45,000 Sq. Ft. of land restored, developed and
blower mechanism which through our online Ethics Line enables
maintained Commuters and city population gained
all employees of the company to raise their concerns about
from green initiatives as air quality and visual aesthetics
unethical behaviour and actual or suspected fraud or leakage of
of public spaces and flyovers, improved Unpublished price sensitive information. We also have a Policies
on Prohibition of Human trafficking, Slavery and Bonded labour.
CLIMATE ACTION According to this policy, LTTS strictly prohibits all forms of human
400 people from tribal areas benefitted from solar rights violation including slavery, bonded labour, forced labour,
power projects, replacing fossil fuels debt bonded labour, child labour and trafficking of labour from
any of its establishments to other establishments for conducting
business.
The company has a dedicated Corporate Brand Management
In keeping with our avowed commitment to the adoption of
& Communications department which facilitates an on-going
best practices, LTTS strictly prohibits involvement of its suppliers,
dialogue between the organization and its stakeholders.
contractors, vendors and any third parties involved directly
or indirectly with LTTS business. Other LTTS practices includes
External Stakeholders the Policy on Protection of Women’s Rights at workplace for
Stakeholders Engagement Models addressing sexual harassment. The policy further provides for the
redressal of complaints of sexual harassment and suitable action
Media Press Releases, Quarterly Results, Annual is taken against such complaints.
Reports, AGM (Shareholders interaction)
Our Code of Conduct to reflect the effects of local culture, policies
Customers Regular business interactions, Client and the ecosystem, and provide the information needed to act
satisfaction surveys with integrity in the workplace and in compliance with laws,
Shareholders Investor meets, Dedicated email id for regulations and company policies. We ensure that employees are
and Investors investor grievances, Press Release, AGM sensitized to human rights clauses by mandating trainings around
it, creating awareness using other channels like interactive
Community Through various CSR Activities sessions, Intranet, policy manuals, posters. The new employees
Government Press Release, Quarterly results, Annual are made aware of these policies via an elaborate induction plan.
reports, CSR Report. There were no reported complaints related to human rights
violations during the year.
The various projects undertaken by the Company for restoration • 750 Agro horticulture plants distributed to 307
1
of Environment are as follows: beneficiaries
• 28 farmers benefitted from exposure visit and
Integrated Watershed Management Projects (IWMPs) agricultural training programme
LTTS has undertaken watershed interventions in two geographic • De-silting of water bodies, 10280 cubic meter
location – Kolwadi in Maharashtra; and Kokkranthangal in Tamil completed
Nadu. These projects have yielded successful results and the
• Channel cleaning of water bodies, 7840.25 cubic
community has benefitted from the project. Kolwadi Project has
meter completed
made 100% progress in three years where as Kokkranthangal
watershed project has progressed by 60% in the last two years. C. Watershed+ Project:
The beneficiaries are also encouraged to organize themselves Key project deliverables: Drinking Water Provision, Sanitation,
into groups like mahila pani samiti (MPS) and village watershed Renewable energy, Income generation program, Capacity
committee (VWC) in order to maintain water conservation building and Agricultural Production System. The project
structures for the future components address the community’s needs by providing
adequate and safe drinking water through proper pipeline
A. Kolwadi Watershed Project network, restructuring the improper sewage drainage line,
Kolwadi watershed project covers five villages namely providing sanitation facilities, renewable energy solution,
Kolwadi, Kathwadi, Mangdari, Ketkavane and Nigde at Velhe promoting income generation activities and improvising the
taluka of Pune district. The entire area has been suffering agricultural production system. Gender mainstreaming is
from erratic rainfall and has a tough terrain of slopes and also the part of project delivery mechanism by strengthening
denuded surroundings, making water conservation tough. and involving the village watershed committee (VWC) and
Significant results have been achieved for the farmers and mahila pani samiti (MPS) in the implementation process.
community with the construction of checkdams and farm Capacity building of community at various levels to sustain
ponds. Migration has reduced to 80% and the farmers are the project.
now taking second crop due to the availability of water.
Impact of Watershed+ Project:
Some of the Impact of Kolwadi Watershed Project • Constructed rice & flour mill for value addition
• checkdams constructed surrounding five villages
• Constructed new drinking water well
• 63 farm ponds constructed in five villages
• Installed solar powered pump for water supply
• 4 units of toilets constructed in 4 government schools, • Installed water purification plant for hygienic & healthy
• 150 children and 18 school teachers benefitted drinking water
116 117
PRINCIPLE: 7 • Corporate Human Resources Policy
BUSINESS, WHEN ENGAGED IN INFLUENCING PUBLIC AND • Code of Conduct
REGULATORY POLICY, SHOULD DO SO IN A RESPONSIBLE
MANNER: • Anti-corruption Policy
LTTS actively participates in industrial forums and engages with • Prohibition of Bribery Prohibition of Human trafficking,
professional bodies to participate in proactive dialogue and have Slavery and Bonded labor
an understanding of policies and expectations of stakeholders.
• Whistle Blower policy
The major industry bodies where LTTS participates are: The Company’s CSR Programs focus on contributing to the society
1) Member of the India Electronics & Semiconductor and making a meaningful, sustainable and positive impact. The
Association (IESA) and collectively works with the industry objective is to contribute positively to society, improve the quality
body to deliver on-ground activation for enabling of life, provide sustainable solutions and make a meaningful
innovation, investment and industry impact.
2)
Member of the NASSCOM ER&D Council that seeks to
PRINCIPLE: 9
create an eco-system of collaboration and innovation that
BUSINESS SHOULD ENGAGE WITH AND PROVIDE VALUE TO
will propel India’s burgeoning ER&D sector into the next
THEIR CUSTOMERS AND CONSUMERS IN A RESPONSIBLE
phase of growth
MANNER:
3) Member of the Confederation of Indian Industry (CII) and LTTS offers design and development solutions throughout the
actively works with the premiere industry body to promote product development chain and provide solutions in the areas
innovation & engineering excellence in the industry and of mechanical and manufacturing engineering, embedded
scientific communities systems, software engineering and process engineering. Ever
since our establishment, we have made consistent investments
4) Participation in events organized by the IEEE (Institute of in innovation labs and currently LTTS has 49 labs. The R&D labs
Electrical and Electronics Engineers) and hosted the IEEE include design tear down labs, digital and communication labs,
Bangalore Section Standards Interest Group’s 9th Meeting electrical and power labs, optical labs and environmental and
was hosted at LTTS Manyata. LTTS’ engineers have also testing facilities. The setting up of labs in association with clients
published whitepapers on IoT & Digitalisation trends in instils a differentiating collaborative model culture and helps us
enterprises retain our clients for multiple years to come. We believe that our
size and scale, multi-domain presence, specialization, practice
5)
We have ongoing relationship with FICCI for various
maturity, and focus on innovation and IP, combined with our
measures to promote trade & commerce
ability to handle innovative and complex projects, provides us
6) Signatory to a Memorandum of Understanding (MoU) with with a competitive advantage.
Japan External Trade Organization (JETRO). As per the MoU,
JETRO will support LTTS in promoting its business in Japan. In overall essence, we are the innovation enablers and partners to
our clients. We engage with customers through regular customer
The senior leadership team offers their expertise and insights meets, customer satisfaction surveys, training programs for
during public policy formulation. Regulatory compliance in customer representatives and market based research. Customer
passenger safety, autonomous drive and electrification through complaints, comments and suggestions are systematically
ISO 26262, which classifies safety integrity levels based on severity addressed. Consumer satisfaction trends are measured by
of the fault. Additionally, we assist automotive manufacturers to capturing CSAT Scores & Net promoter scores. Our CSAT scores
reduce the cost and time required for ISO 26262 compliance. We have consistently ranged over 88%. We are on a progressing
have aligned our processes in compliance with ISO 26262 and trend in terms of customer satisfaction and key attributes like
have assisted OEMs and Tier 1 suppliers to achieve functional/ Quality and Delivery. Our Customers are satisfied with our Product
process safety compliance while assisting in the development and Development Efforts and over 98% of our customers rated us as
improvement of their software-intensive products. Satisfied, Very Satisfied or Delighted.
Consolidated Financial
Auditors’ Report on Consolidated Financial Statements .... 177
Consolidated Balance Sheet ............................................. 186
Consolidated Statement of Profit and Loss ....................... 187
Consolidated Statement of Cash Flows ............................ 188
Consolidated Statement of Changes in Equity .................. 190
Notes to Consolidated Accounts ...................................... 191
Information on Subsidiary Companies .............................. 240
Glossary ........................................................................... 241
Independent Auditor’s Report
To the Members of L&T Technology Services Limited (SAs) specified under section 143(10) of the Companies Act,
2013 (‘the Act’). Our responsibilities under those Standards
Report on the audit of the standalone financial are further described in the Auditor’s Responsibilities for the
statements Audit of the Standalone Financial Statements section of our
Opinion report. We are independent of the Company in accordance
We have audited the accompanying standalone financial with the Code of Ethics issued by the Institute of Chartered
statements of L&T Technology Services Limited (“the Accountants of India (‘ICAI’) together with the independence
Company”), which comprise the balance sheet as at 31 requirements that are relevant to our audit of the standalone
March 2019, the statement of profit and loss (including other financial statements under the provisions of the Act and the
comprehensive income), the statement of changes in equity Rules made thereunder, and we have fulfilled our other ethical
and statement of cash flows for the year then ended, and notes responsibilities in accordance with these requirements and the
to the standalone financial statements, including a summary ICAI’s Code of Ethics.
of significant accounting policies and other explanatory
information (“the standalone financial statements”). We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion
In our opinion and to the best of our information and according on the standalone financial statements.
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, Key audit matters
2013 (“the Act”) in the manner so required and give a true and Key audit matters are those matters that, in our professional
fair view in conformity with the Indian Accounting Standards judgment, were of most significance in our audit of the
prescribed under section 133 of the Act read with the Companies standalone financial statements of the current period.
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind These matters were addressed in the context of our audit
AS”) and other accounting principles generally accepted in India, of the standalone financial statements as a whole, and in
of the state of affairs of the Company as at 31 March 2019, the forming our opinion thereon, and we do not provide a
profit and total comprehensive income, changes in equity and its separate opinion on these matters. We have determined the
cash flows for the year ended on that date. matters described below to be the key audit matters to be
communicated in our report.
Basis for opinion
We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
Key audit matter How the matter was addressed in our audit
Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in
view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard)
Accuracy of recognition, measurement, presentation and We assessed the Company’s process to identify the impact of
disclosures of revenues and other related balances in view adoption of the new revenue accounting standard.
of adoption of Ind AS 115 “Revenue from Contracts with Our procedures included:
Customers” (new revenue accounting standard) • Evaluated the design of internal controls relating to
The application of the new revenue accounting standard involves implementation of the new revenue accounting standard;
certain key judgements relating to identification of distinct • Selected a sample of continuing and new contracts, and
performance obligations, determination of transaction price of tested the operating effectiveness of the internal control,
the identified performance obligations, the appropriateness of relating to identification of the distinct performance
the basis used to measure revenue recognised over a period. obligations and determination of transaction price.
Additionally, new revenue accounting standard contains We carried out a combination of procedures involving
disclosures which involves collation of information in respect of enquiry and observation, reperformance and inspection
disaggregated revenue and periods over which the remaining of evidence in respect of operation of these controls; and
performance obligations will be satisfied subsequent to the • Selected a sample of continuing and new contracts and
balance sheet date. performed the following procedures:
Key audit matter How the matter was addressed in our audit
• Read, analysed and identified the distinct performance
obligations in these contracts;
• Compared these performance obligations with that
identified and recorded by the Company;
• Considered the terms of the contracts to determine the
transaction price including any variable consideration to
verify the transaction price used to compute revenue and
to test the basis of estimation of the variable consideration;
• In respect of samples relating to fixed price contracts,
progress towards satisfaction of performance obligation
used to compute recorded revenue was verified with the
supporting documentation, validated estimates of costs to
complete, mathematical accuracy of calculations and the
adequacy of project accounting; and
• Performed analytical procedures for reasonableness of
revenues disclosed by type and service offerings.
Revenue recognition
The Company is primarily in the business of providing Our revenue testing included both testing of the Company’s
engineering services to third parties. controls as well as substantive audit procedures.
The Company is having two models for the purpose of Our procedures included:
recognition of revenue from contracts for services rendered, • We ensured that revenue recognition method applied was
which are time and material contracts and fixed price contracts. appropriate based on the terms of the agreement with
Revenue from contracts that are on time and material basis are the customer;
recognized at a point in time when services are rendered and • We obtained an understanding of the processes and tested
related costs are incurred. relevant controls, which impact the revenue recognition;
In case of fixed-price contracts, revenue is recognized over a • For time and material based contracts:
period of time using the proportionate completion method. i. We obtained appropriate evidence based on the
For the year ended 31 March 2019, revenue from services circumstances to conclude whether the hours
amounts to ` 47,120 million (refer note 26 to the standalone charged on projects were appropriate;
financial statements). ii. We obtained appropriate evidence based on the
circumstances to conclude whether the rate charged
per man hours on projects were appropriate; and
iii. We verified the revenue based on the hours charged
on the projects and approved per hour rate.
120 121
Key audit matter How the matter was addressed in our audit
iv. We verified the revenue based on the stage of
completion of the projects; and
v. We obtained appropriate evidence based on the
circumstances to conclude whether the proportion of
completion of projects was appropriate.
Key audit matter How the matter was addressed in our audit
As at 31 March 2019, the Company has derivative financial • We tested on a sample basis the applicability and accuracy
assets at fair value of ` 1,450 million and derivative financial of hedge accounting; and
liabilities at fair value of ` 148 million (refer note no.8, 16, 20, • We considered the appropriateness of disclosures in
23, 38, 40(i) and 40(iii) to the standalone financial statements). relation to financial risk management, derivative financial
instruments and hedge accounting to the financial
statements.
Based on the procedures performed the derivative financial
instruments and hedge accounting are fairly stated in the
financial statements.
Information other than the standalone financial of the Act for safeguarding of the assets of the Company and
statements and auditor’s report thereon for preventing and detecting frauds and other irregularities;
The Company’s Board of Directors is responsible for the selection and application of appropriate accounting policies;
preparation of other information. The other information making judgments and estimates that are reasonable and
comprises the information included in the director’s report prudent; and design, implementation and maintenance of
including annexures thereto, management discussion and adequate internal financial controls, that were operating
analysis and annual business responsibility report, but does not effectively for ensuring the accuracy and completeness of
include the standalone financial statements and our auditor’s the accounting records, relevant to the preparation and
report thereon. presentation of the financial statement that give a true and
fair view and are free from material misstatement, whether
Our opinion on the standalone financial statements does not due to fraud or error.
cover the other information and we do not express any form
of assurance conclusion thereon. In preparing the standalone financial statements, management
is responsible for assessing the Company’s ability to continue
In connection with our audit of the standalone financial as a going concern, disclosing, as applicable, matters related to
statements, our responsibility is to read the other information going concern and using the going concern basis of accounting
and, in doing so, consider whether the other information unless management either intends to liquidate the Company or
is materially inconsistent with the standalone financial to cease operations, or has no realistic alternative but to do so.
statements or our knowledge obtained during the course of
our audit, or otherwise appears to be materially misstated. The Board of Directors are responsible for overseeing the
Company’s financial reporting process.
If, based on the work we have performed on the other
information that we obtained prior to the date of this auditor’s Auditor’s responsibilities for the audit of the
report, we conclude that there is a material misstatement of standalone financial statements
this other information, we are required to report that fact. We Our objectives are to obtain reasonable assurance about whether
have nothing to report in this regard. the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
Management’s responsibility for the standalone issue an auditor’s report that includes our opinion. Reasonable
financial statements assurance is a high level of assurance, but is not a guarantee
The Company’s Board of Directors is responsible for the that an audit conducted in accordance with SAs will always
matters stated in section 134(5) of the Act with respect to detect a material misstatement when it exists. Misstatements
the preparation of these standalone financial statements that can arise from fraud or error and are considered material
give a true and fair view of the financial position, financial if, individually or in the aggregate, they could reasonably be
performance, total comprehensive income, changes in equity expected to influence the economic decisions of users taken on
and cash flows of the Company in accordance with the Ind AS the basis of these standalone financial statements.
and other accounting principles generally accepted in India,
including the Accounting Standards specified under section As part of an audit in accordance with SAs, we exercise
133 of the Act. This responsibility also includes maintenance of professional judgment and maintain professional skepticism
adequate accounting records in accordance with the provisions throughout the audit. We also:
122 123
• Identify and assess the risks of material misstatement We communicate with those charged with governance
of the standalone financial statements, whether due regarding, among other matters, the planned scope and
to fraud or error, design and perform audit procedures timing of the audit and significant audit findings, including
responsive to those risks, and obtain audit evidence that any significant deficiencies in internal control that we identify
is sufficient and appropriate to provide a basis for our during our audit.
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from We also provide those charged with governance with a
error, as fraud may involve collusion, forgery, intentional statement that we have complied with relevant ethical
omissions, misrepresentations, or the override of internal requirements regarding independence, and to communicate
control. with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
• Obtain an understanding of internal financial controls
where applicable, related safeguards.
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
From the matters communicated with those charged with
section 143(3)(i) of the Act, we are also responsible for
governance, we determine those matters that were of most
expressing our opinion on whether the Company has
significance in the audit of the standalone financial statements
adequate internal financial controls system in place and
of the current period and are therefore the key audit matters.
the operating effectiveness of such controls.
We describe these matters in our auditor’s report unless law
• Evaluate the appropriateness of accounting policies used or regulation precludes public disclosure about the matter or
and the reasonableness of accounting estimates and when, in extremely rare circumstances, we determine that a
related disclosures made by management. matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
• Conclude on the appropriateness of management’s use of
expected to outweigh the public interest benefits of such
the going concern basis of accounting and, based on the
communication.
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
Report on other legal and regulatory
significant doubt on the Company’s ability to continue as a
requirements
going concern. If we conclude that a material uncertainty
1 As required by the Companies (Auditor’s Report) Order,
exists, we are required to draw attention in our auditor’s
2016 (“the Order”), issued by the central government
report to the related disclosures in the standalone financial
of India in terms of sub-section (11) of section 143 of
statements or, if such disclosures are inadequate, to
the Companies Act, 2013, we give in the Annexure A a
modify our opinion. Our conclusions are based on the
statement on the matters specified in paragraphs 3 and
audit evidence obtained up to the date of our auditor’s
4 of the Order, to the extent applicable.
report. However, future events or conditions may cause
the Company to cease to continue as a going concern. 2 As required by section 143(3) of the Act, based on our
• Evaluate the overall presentation, structure and content audit we report that:
of the standalone financial statements, including the
disclosures, and whether the standalone financial (a) We have sought and obtained all the information and
statements represent the underlying transactions and explanations which to the best of our knowledge and
events in a manner that achieves fair presentation. belief were necessary for the purposes of our audit;
Materiality is the magnitude of misstatements in the standalone (b) In our opinion, proper books of account as required
financial statements that, individually or in the aggregate, by law have been kept by the Company so far as it
make it probable that the economic decisions of a reasonably appears from our examination of those books;
knowledgeable user of the standalone financial statements
may be influenced. We consider quantitative materiality and (c) The balance sheet, the statement of profit and loss
qualitative factors in (i) planning the scope of our audit work (including other comprehensive income), statement
and in evaluating the results of our work; and (ii) to evaluate of changes in equity and the statement of cash flow
the effect of any identified misstatement in the standalone dealt with by this report are in agreement with the
financial statements. relevant books of account;
(d) In our opinion, the aforesaid standalone financial (h) With respect to the other matters to be included
statements comply with the Ind AS specified under in the auditor’s report in accordance with rule 11
section 133 of the Act, read with rule 7 of the of the Companies (Audit and Auditors) Rules, 2014
Companies (Accounts) Rules, 2014; (as amended), in our opinion and to the best of
our information and according to the explanations
(e) On the basis of the written representations received given to us:
from the directors as on 31 March 2019 taken
on record by the Board of Directors, none of the i The Company has disclosed the impact of
directors is disqualified as on 31 March 2019 from pending litigations on its financial position in
being appointed as a director in terms of section its financial statements – refer note 34 to the
164 (2) of the Act; standalone financial statements;
(f) With respect to the adequacy of the internal ii the Company did not have any long-term
financial controls over financial reporting of the contracts including derivative contracts for
Company and the operating effectiveness of such which there were any material foreseeable
controls, refer to our separate report in Annexure losses; and
B. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the iii There were no amounts which were required
Company’s internal financial controls over financial to be transferred to the Investor Education and
reporting; Protection Fund by the Company – refer note
49 to the standalone financial statements.
(g) With respect to the other matters to be included
in the auditor’s report in accordance with the For Sharp & Tannan
requirements of section 197(16) of the Act (as Chartered Accountants
amended), we report that in our opinion and to Firm’s registration No.109982W
the best of our information and according to the
explanations given to us, the remuneration paid by Firdosh D. Buchia
the Company to its directors during the year is in Partner
accordance with the provisions of section 197 of Mumbai, 3 May 2019 Membership no. 38332
the Act; and
124 125
Annexure ‘A’ to
The Independent Auditor’s Report
(Referred to in paragraph 1 of ‘Report on Other Legal and deposits as per the directives issued by the Reserve Bank
Regulatory Requirements’ section of our report of even date) of India under the provisions of sections 73 to 76 or any
other relevant provisions of the Act and the rules framed
(i) (a) The Company has maintained proper records there under. Accordingly, paragraph 3(v) of the Order is
showing full particulars including quantitative not applicable to the Company.
details and situation of fixed assets;
(vi) According to the information and explanations given
(b) The Company has a program of verification to cover to us, the central government has not prescribed the
all the items of fixed assets in a phased manner maintenance of cost records under section 148(1) of the
which, in our opinion, is reasonable having regard Act for any of the services rendered by the Company.
to the size of the Company and nature of its assets. Accordingly, paragraph 3(vi) of the Order is not applicable
Pursuant to the program, certain fixed assets were to the Company.
physically verified during the year. According to
the information and explanations given to us, (vii) (a) According to the information and explanations given
no material discrepancies were noticed on such to us and on the basis of our examination of records
verification; and of the Company, amounts deducted/ accrued in the
books of account in respect of undisputed statutory
(c) The Company does not hold any immovable dues including provident fund, income tax, service
properties. Accordingly, paragraph 3(i) (c) of the tax, goods and service tax, cess and other material
Order is not applicable to the Company. statutory dues have been regularly deposited during
the year by the Company with the appropriate
(ii) The Company does not hold any physical inventories. authorities. As explained to us the Company did
Thus, paragraph 3(ii) of the Order is not applicable to the not have any dues on account of sales tax, duty of
Company. customs, duty of excise, employee’s state insurance
and value added tax.
(iii) According to the information and explanations given
to us, the Company has not granted any loans, secured According to the information and explanations
or unsecured, to companies, firms, limited liability given to us, no undisputed amounts payable in
partnerships or other parties covered in the register respect of provident fund, income tax, service tax,
maintained under section 189 of the Act. Accordingly, goods and service tax, cess and other material
paragraphs 3(iii) (a), (b) and (c) of the Order are not statutory dues were in arrears as at 31 March 2019
applicable to the Company. for a period of more than six months from the date
they became payable.
(iv) In our opinion, and according to the information and
explanations given to us, there are no loans, investments, (b) According to the information and explanations given
guarantees, and securities granted in respect of which to us and on the basis of our examination of records
provisions of sections 185 and 186 of the Companies Act of the Company, the particulars of income tax, value
2013 are applicable. The Company has complied with added tax, sales tax, service tax, duty of excise and
the provisions of section 186 of the Act in respect of duty of custom which have not been deposited with
investments made. the appropriate authorities on account of any dispute
as at 31 March 2019 are as under:
(v) In our opinion, and according to information and
explanations given to us, the Company has not accepted
Name of the statue Nature of the disputed dues Amount Period to which the Forum where dispute is
(` million)* amount relates pending
Finance Act, 1944 Dispute for availment of 3.61 2014-2019 CESTAT
cenvat credit on input services
* Net of pre-deposit paid in getting the stay/ appeal admitted.
(viii) In our opinion and according to the information and Company, transactions with the related parties are in
explanations given to us, the Company has not defaulted compliance with sections 177 and 188 of the Act where
in the repayment of loans or borrowings to bank. The applicable and details of such transactions have been
Company has not borrowed any funds from the public disclosed in the financial statements as required by the
financial institutions, government and debenture holders. applicable accounting standards.
(ix) The Company did not raise any money by way of initial (xiv) According to the information and explanations given to
public offer or further public offer (including debt us and based on our examination of the records of the
instruments) and term loans during the year. Accordingly, Company, the Company has not made any preferential
paragraph 3(ix) of the Order is not applicable to the allotment or private placement of shares or partly
Company. convertible debentures during the year. Accordingly,
paragraph 3(xiv) of the Order is not applicable to the
(x) According to the information and explanations given to Company.
us, no material fraud by the Company or on the Company
by its officers or employees has been noticed or reported (xv) According to the information and explanations given to
during the year. us and based on our examination of the records of the
Company, the Company has not entered into non- cash
(xi) According to the information and explanations given transactions with directors or persons connected with
to us and based on our examination of the records him and hence provisions of section 192 of the Act are
of the Company, the Company has paid/ provided not applicable to the Company.
for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section (xvi) The Company is not required to be registered under
197 read with schedule V of the Act. section 45-IA of the Reserve Bank of India Act, 1934.
(xii) In our opinion and according to the information and For Sharp & Tannan
explanations given to us, the Company is not a nidhi Chartered Accountants
company. Accordingly, paragraph 3(xii) of the Order is Firm’s registration No.109982W
not applicable to the Company.
Firdosh D. Buchia
(xiii) According to the information and explanations given to Partner
us and based on our examination of the records of the Mumbai, 3 May 2019 Membership no. 38332
126 127
Annexure ‘B’ to
The Independent Auditor’s Report
(Referred to in paragraph 2(f) of our report of even date) Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
Report on the internal financial controls under controls system over financial reporting and their operating
clause (i) of sub-section 3 of section 143 of the effectiveness. Our audit of internal financial controls over
Companies Act, 2013 (“the Act”) financial reporting included obtaining an understanding of
We have audited the internal financial controls over financial internal financial controls over financial reporting, assessing
reporting of L&T Technology Services Limited (“the Company”) the risk that a material weakness exists, and testing and
as of 31 March 2019 in conjunction with our audit of the evaluating the design and operating effectiveness of internal
standalone financial statements of the Company for the year control based on the assessed risk. The procedures selected
ended on that date. depend on the auditor’s judgement, including the assessment
of the risks of material misstatement of the standalone
Management’s responsibility for internal financial financial statements, whether due to fraud or error.
controls
The Company’s management is responsible for establishing and We believe that the audit evidence we have obtained is
maintaining internal financial controls based on the internal sufficient and appropriate to provide a basis for our audit
control over financial reporting criteria established by the opinion on the Company’s internal financial controls system
Company considering the essential components of internal over financial reporting.
control stated in the guidance note on audit of internal financial
controls over financial reporting issued by the Institute of Meaning of internal financial controls over
Chartered Accountants of India (“ICAI”). These responsibilities financial reporting
include the design, implementation and maintenance of adequate A company's internal financial control over financial reporting is
internal financial controls that were operating effectively for a process designed to provide reasonable assurance regarding
ensuring the orderly and efficient conduct of its business, the reliability of financial reporting and the preparation of
including adherence to company’s policies, the safeguarding of standalone financial statements for external purposes in
its assets, the prevention and detection of frauds and errors, the accordance with generally accepted accounting principles. A
accuracy and completeness of the accounting records, and the company's internal financial control over financial reporting
timely preparation of reliable financial information, as required includes those policies and procedures that (1) pertain to the
under the Companies Act, 2013. maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Auditors’ responsibility company; (2) provide reasonable assurance that transactions
Our responsibility is to express an opinion on the Company's are recorded as necessary to permit preparation of standalone
internal financial controls over financial reporting based on our financial statements in accordance with generally accepted
audit. We conducted our audit in accordance with the guidance accounting principles, and that receipts and expenditures
note on audit of internal financial controls over financial of the company are being made only in accordance with
reporting and the standards on Auditing, issued by ICAI and authorisations of management and directors of the company;
deemed to be prescribed under section 143(10) of the Act, to and (3) provide reasonable assurance regarding prevention or
the extent applicable to an audit of internal financial controls, timely detection of unauthorised acquisition, use, or disposition
both applicable to an audit of internal financial controls and, of the company's assets that could have a material effect on the
both issued by the ICAI. Those standards and the guidance standalone financial statements.
note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance Inherent limitations of internal financial controls
about whether adequate internal financial controls over over financial reporting
financial reporting was established and maintained and if such Because of the inherent limitations of internal financial
controls operated effectively in all material respects. controls over financial reporting, including the possibility
of collusion or improper management override of controls, based on the internal control over financial reporting criteria
material misstatements due to error or fraud may occur and established by the Company considering the essential
not be detected. Also, projections of any evaluation of the components of internal control stated in the guidance note
internal financial controls over financial reporting to future on audit of internal financial controls over financial reporting
periods are subject to the risk that the internal financial control issued by the ICAI.
over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with For Sharp & Tannan
the policies or procedures may deteriorate. Chartered Accountants
Firm’s registration No.109982W
Opinion
In our opinion, the Company has, in all material respects, Firdosh D. Buchia
an adequate internal financial controls system over financial Partner
reporting and such internal financial controls over financial Mumbai, 3 May 2019 Membership no. 38332
reporting were operating effectively as at 31 March 2019,
128 129
Balance Sheet
as at March 31, 2019
(` million)
Note As at As at
No. 31-03-2019 31-03-2018
ASSETS:
I. Non-current assets
(a) Property, plant and equipment 4 1,401 1,230
(b) Capital work-in-progress - 1
(c) Goodwill 5 3,891 3,891
(d) Other intangible assets 5 362 409
(e) Financial assets
(i) Investments 6 1,846 1,031
(ii) Other financial assets 8 1,348 571
(f) Deferred tax assets (net) 9 101 256
(g) Other non current assets 10 590 430
Total non-current assets 9,539 7,819
II. Current assets
(a) Financial assets
(i) Investments 11 5,678 2,194
(ii) Trade receivables 12 10,173 9,513
(iii) Cash and cash equivalents 13 1,913 1,437
(iv) Other bank balances 14 3 -
(v) Loans 15 90 61
(vi) Other financial assets 16 1,592 1,490
(b) Other current assets 17 3,265 3,415
Total current assets 22,714 18,110
TOTAL ASSETS 32,253 25,929
EQUITY AND LIABILITIES:
I. Equity
(a) Equity share capital 18 208 205
(b) Other equity 19 24,151 19,448
Total equity 24,359 19,653
II. Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Other financial liabilities 20 60 18
Total non-current liabilities 60 18
Current liabilities
(a) Financial liabilities
(i) Short-term borrowings 21 426 -
(ii) Trade payables
Due to micro enterprises and small enterprises 22 7 4
Due to others 22 1,695 1,549
(iii) Other financial liabilities 23 2,638 1,683
(b) Other current liabilities 24 1,767 1,700
(c) Provisions 25 1,301 1,179
(d) Current tax liabilities (net) - 143
Total current liabilities 7,834 6,258
Total liabilities 7,894 6,276
TOTAL EQUITY AND LIABILITIES 32,253 25,929
Notes forming part of the financial statements 1-50
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
130 131
Statement of Cash Flows
for the year ended March 31, 2019
(` million)
Year ended Year ended
31-03-2019 31-03-2018
A. Cash flow from operating activities
Profit before tax 9,414 6,811
Adjustments for:
Depreciation and amortisation 731 576
Interest received (6) (1)
Interest paid 11 4
(Profit)/ loss on sale of fixed assets 1 1
Employee stock option forming part of staff expenses 184 209
Dividends received from current investments (172) (75)
Unrealised foreign exchange loss/(gain) 228 (280)
Operating profit before working capital changes 10,391 7,245
Changes in working capital
(Increase)/decrease in trade and other receivables (1,600) (2,289)
Increase/(decrease) in trade and other payables 1,166 174
(Increase)/decrease in working capital (434) (2,115)
Cash generated from operations 9,957 5,130
Direct taxes paid (2,590) (1,734)
Net cash (used in)/from operating activities 7,367 3,396
B. Cash flow from investing activities
Purchase of property, plant and equipment and intangibles (871) (510)
Sale of property, plant and equipment and intangibles 16 15
(Purchase)/ sales of current investments (net) (3,484) (267)
Consideration paid on acquisition of subsidiaries (700) (970)
Dividends received from current investments 172 75
Interest received 6 1
Net cash (used in)/from investing activities (4,861) (1,656)
C. Cash flow from financing acivities
Equity share capital issued 3 2
Proceeds from/(repayment of) borrowings 426 -
Interest paid (11) (4)
Dividend paid (2,024) (817)
Dividend tax (416) (166)
Net cash (used in) / from financing activities (2,022) (985)
Net (decrease) / increase in cash and cash equivalents 484 755
Cash and cash equivalents at beginning of year 1,415 660
Cash and cash equivalents at end of year 1,899 1,415
Notes:
1 Statement of cash flows has been prepared under the indirect method as set out in the IndAS 7 "Statement of Cash Flows" as specified in
the Companies (Indian Accounting Standards) Rules, 2015.
2 Purchase of fixed assets represents addditions to property, plant and equipment and other intangible assets adjusted for movement of
capital work-in-progress of (a) capital work-in-progress for property, plant and equipment and (b) intangible assets
3 Cash and cash equivalents included in the statement of cash flows comprise the following:
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
132 133
Statement of changes in equity
for the year ended March 31, 2019
A. Equity share capital
(` million except as stated otherwise)
Particulars 01-04-2018 to 31-03-2019 01-04-2017 to 31-03-2018
Number of ` million Number of ` million
shares shares
Issued, subscribed and fully paid up equity shares outstanding 102,456,047 205 101,690,392 203
at the beginning of the year
Add: Shares issued on exercise of employee stock options 1,557,278 3 765,655 2
during the year
Issued, subscribed and fully paid up equity shares outstanding 104,013,325 208 102,456,047 205
at the end of the year
B. Other equity
(` million)
Particulars Other equity Total other
<----------- Reserves and surplus -----------> Items of other equity
comprehensive income
Securities Employee Retained Hedging Others
premium share earnings reserve
account options (net)
Balance as at 01-04-2017 10,297 310 3,554 962 (11) 15,112
Profit for the year (a) - - 4,894 - - 4,894
Other comprehensive income (net of taxes) (b) - - - 202 15 217
Total comprehensive income for the year (a+b) - - 4,894 202 15 5,111
Deemed dividend - ESOP - - (225) - - (225)
Dividends - - (817) - - (817)
Dividend tax - - (166) - - (166)
Employees shares options outstanding - (117) - - - (117)
Deferred employee compensation expense - 345 - - - 345
Addition/(deduction) during the year 205 - - - - 205
Balance as at 31-03-2018 10,502 538 7,240 1,164 4 19,448
Balance as at 01-04-2018 10,502 538 7,240 1,164 4 19,448
Impact of Ind AS 115 and ECL on contract asset in opening - - (22) - - (22)
reserve[refer note 47(d)]
Profit for the year (c) - - 7,001 - - 7,001
Other comprehensive income (net of taxes) (d) - - - 7 (28) (21)
Total comprehensive income for the period (c+d) - - 7,001 7 (28) 6,980
Deemed dividend - ESOP - - (9) - - (9)
Dividends - - (2,024) - - (2,024)
Dividend tax - - (416) - - (416)
Employees shares options outstanding - (216) - - - (216)
Deferred employee compensation expense - 22 - - - 22
Addition/(deduction) during the year 388 - - - - 388
Balance as at 31-03-2019 10,890 344 11,770 1,171 (24) 24,151
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
134 135
Notes forming part of the Financial Statements
as per the percentage-of-completion method. d. The Company recognizes government grant only
Percentage of completion is determined based on when there is reasonable assurance that conditions
project costs incurred to date as a percentage of attached to them shall be complied with and grants
total estimated project costs required to complete will be received. Government grants receivable in
the project. The cost expended (or input) method the form of duty credit scripts is recognised as other
has been used to measure progress towards income in the statement of profit and loss in the
completion as there is a direct relationship period in which application is made to the government
between input and productivity. authorities. Grants are disclosed after netting of all
expenses which might not have been incurred by the
c. Revenues in excess of invoicing are classified Company if grant had not been available.
as contract assets (unbilled revenue) while
invoicing in excess of revenues are classified as g) Exceptional items
contract liabilities (unearned revenue). An item of income or expense which by its size, type
or incidence requires disclosure in order to improve an
d. Revenue is measured based on the understanding of the performance of the Company is
consideration specified in a contract with a treated as an exceptional item and the same is disclosed
customer and excludes amounts collected on in the notes to accounts.
behalf of third parties. The Company presents
revenue net of discounts, collection charges, h) Property, plant and equipment
indirect taxes and value-added taxes in its PPE is recognised when it is probable that future economic
statement of profit and loss. benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably.
e. The Company exercises judgement in
determining whether the performance Property, plant and equipment are stated at cost net
obligation is satisfied at a point in time or of tax/duty credits availed, if any, less accumulated
over a period of time. The Company considers depreciation and cumulative impairment loss, if any.
indicators such as how customer consumes
benefits as services are rendered or who PPE not ready for intended use on the date of balance
controls the asset as it is being created or sheet are disclosed as “capital work-in-progress”.
existence of enforceable right to payment for
performance to date as per contract.
Depreciation is provided for property, plant and
equipment so as to expense the cost over their estimated
f. Refer note 47(d) for impact on adoption of Ind useful lives, based on evaluation, using straight-line
AS 115. method. The estimated useful lives and residual value
are reviewed at the end of each reporting period, with
f) Other income the effect of any changes in estimate accounted for on a
a. Interest income is accrued on a time basis by prospective basis.
reference to the principal outstanding and the
effective interest rate. (i) The estimated useful lives are as mentioned below:
Sr. Asset class Useful life (in
b. Dividend income is accounted in the period in which No. years)
the right to receive the same is established. 1 Plant and equipment* 12
2 Air-condition and refrigeration* 12
c. Other items of income are accounted as and when 3 Canteen equipment* 8
4 Laboratory equipment* 8
the right to receive arises and it is probable that the
5 Electrical installations 10
economic benefits will flow to the Company and
6 Computers* 3–5
the amount of income can be measured reliably.
i) Intangible assets and amortisation Property, plant and equipment and intangible
Intangible assets are recognised when it is probable that assets (other than goodwill) are evaluated for
the future economic benefits that are attributable to the recoverability whenever there is any indication that
asset will flow to the Company and the cost of the asset their carrying amounts may not be recoverable. If
can be measured reliably. any such indication exists, the recoverable amount
(i.e. higher of the fair value less cost to sell and the
Intangible assets purchased are measured at cost (net
value-in-use) is determined on an individual asset
of tax/duty credits availed, if any) or fair value as of
basis unless the asset does not generate cash flows
the date of acquisition, as applicable, less accumulated
that are largely independent of those from other
amortisation and accumulated impairment, if any.
assets. In such cases, the recoverable amount is
determined for the cash generating unit (CGU) to
Intangible assets consist of computer software and
which the asset belongs.
technical know-how which are amortised on straight line
basis over the useful life as given below:
If the recoverable amount of an asset (or CGU) is
Asset class Useful life (years) estimated to be less than its carrying amount, the
Specialised software 5 carrying amount of the asset (or CGU) is reduced
Technical knowhow 4 to its recoverable amount. An impairment loss is
*refer note 45 for change in useful life. recognised in the statement of profit and loss
136 137
Notes forming part of the Financial Statements
Goodwill is tested for impairment annually and if The discount rates used for determining the
events or changes in circumstances indicate that an present value of the obligation under defined
impairment loss may have occurred. In the impairment benefit plans, is based on the market yields
test, the carrying amount of the cash generating on government bonds as at the balance sheet
unit, including goodwill, is compared with its fair date, having maturity periods approximating
value. When the carrying amount of the reporting to the terms of related obligations. In case of
unit exceeds its fair value, a goodwill impairment funded plans, the fair value of the plan assets
loss is recognised, up to a maximum amount of the is reduced from the gross obligation under
goodwill related to the cash generating unit. the defined benefit plans to recognize the
obligation on net basis.
l) Employee benefits
(i) Short term employee benefits Gains or losses on the curtailment or settlement
All employee benefits falling due wholly within of any defined benefit plan are recognized
twelve months of rendering the service are classified when the curtailment or settlement occurs.
as short-term employee benefits. The benefits Past service cost is recognized as expense at the
like salaries, wages, and short term compensated earlier of the plan amendment or curtailment
absences and performance incentives are recognized and when the Company recognizes related
in the period in which the employee renders the restructuring costs or termination benefits.
related service.
Actuarial gains and losses are recognized
(ii) Post-employment benefits immediately in the balance sheet with a
a. Defined contribution plan corresponding debit or credit to retained
The Company’s contribution to state governed earnings through OCI in the period in which
provident fund scheme, employee state they occur. Other changes in net defined
insurance scheme and employee pension benefit obligation like current service cost, past
scheme are classified as defined contribution service cost, gains and losses on curtailment
plans. The contribution paid / payable under and net interest expense or income are
the schemes is recognised in the statement recognized in the statement of profit and loss.
of profit and loss in the period in which the
employee renders the related service. (iii) Long term employee benefits
The obligation for long term employee benefits like
b. Defined benefit plans long term compensated absences is recognized in
The provident fund scheme managed by trust, the similar manner as in the case of defined benefit
employee’s gratuity fund scheme managed plans as mentioned in (ii) (b) above.
by LIC and post-retirement medical benefit
scheme are the Company’s defined benefit (iv) Social security plans
plans. Wherever applicable, the present value Employer’ contribution payable for oversees
of the obligation under such defined benefit employees with respect to social security plans,
plans is determined based on actuarial valuation which are defined contribution plans, is charged
using the Projected Unit Credit Method, which to the statement of profit and loss in the period in
recognizes each period of service as giving which employee renders the services.
rise to additional unit of employee benefit
entitlement and measures each unit separately m) Leases
to build up the final obligation. (a) Finance leases
Assets acquired under lease where the Company has
The obligation is measured at the present substantially all the risk and rewards of ownership
value of the estimated future cash-flows. are classified as finance leases. Such assets are
capitalised at inception of lease at the lower of fair collecting contractual cash flows that give
value or present value of minimum lease payments rise on specified dates to solely payments of
and a liability is created for an equivalent amount. principal and interest on the principal amount
Each lease rental paid is allocated between the outstanding and by selling financial assets.
liability and the interest cost so as to obtain a
constant periodic rate of interest on the outstanding c. Financial assets at fair value through profit or loss
liability for each period. Financial assets are measured at fair value
through profit or loss unless it is measured at
(b) Operating leases amortised cost or at fair value through other
Assets acquired on leases where a significant portion comprehensive income on initial recognition.
of the risk and rewards of ownership are retained by The transaction costs directly attributable
the lessor are classified as operating leases. Lease to the acquisition of financial assets and
rentals are charged to the statement of profit and liabilities at fair value through profit or loss are
loss on accrual basis. immediately recognised in profit or loss.
b. Financial assets at fair value through other The effectiveness of hedge instruments to reduce
comprehensive income the risk associated with the exposure being hedged
Financial assets are measured at fair value is assessed and measured at inception and on an
through other comprehensive income if these ongoing basis. The ineffective portion of designated
financial assets are held within a business hedges are recognised immediately in the statement
model whose objective is achieved by both of profit and loss.
138 139
Notes forming part of the Financial Statements
The effective portion of change in the fair value of r) Company’s stock option scheme
the designated hedging instrument is recognised in In respect of stock options granted pursuant to the
the other comprehensive income and accumulated Company’s stock options scheme, the excess of fair value
under the heading cash flow hedge reserve. of the option over the exercise price is treated as discount
and accounted as employee compensation cost over the
Hedge accounting is discontinued when the vesting period. The amount recognised as expense each
hedging instrument expires or is sold, terminated or year is arrived at based on the number of grants expected
no longer qualifies for hedge accounting. Any gain to vest. If a grant lapses after the vesting period, the
or loss recognised in other comprehensive income cumulative discount recognised as expense in respect of
and accumulated in equity till that time it remains such grant is transferred to general reserve.
and is recognised in statement of profit and loss
when the forecasted transaction ultimately affects s) Foreign currencies
the profit or loss. When a forecasted transaction is The functional currency of the Company is Indian rupee (`).
no longer expected to occur, the cumulative gain
or loss accumulated in equity is transferred to the Income and expenses in foreign currencies are recorded at
statement of profit and loss. exchange rates prevailing on the date of the transaction.
Foreign currency denominated monetary assets and
o) Cash and cash equivalents liabilities are translated at the exchange rate prevailing
For the purpose of presentation in the statement of cash on the balance sheet date and exchange gains and losses
flows, cash and cash equivalents includes cash on hand, arising on settlement and restatement are recognized in
deposits held at call with financial institutions and other the statement of profit and loss.
deposits with original maturity of three months or less
that are readily convertible to known amounts of cash Non-monetary assets and liabilities that are measured
and which are subject to an insignificant risk of changes in terms of historical cost in foreign currencies are not
in value. retranslated.
(ii) The issue expenses of securities which qualify as Current income taxes
equity instruments are written off against securities The current income tax expense includes income taxes
premium account. payable by the Company and its branches in India and
q) Borrowing costs overseas. The current tax payable by the Company in
Borrowing costs include interest expense and exchange India is Indian income tax payable for their worldwide
differences arising on foreign currency borrowings, to the income after taking credit for tax relief available for
extent they are regarded as an adjustment to interest costs. export operations in Special Economic Zones (SEZs).
All other borrowing costs are recognized in statement of Current income tax payable by overseas branches of
profit or loss in the period in which they are incurred. the Company is computed in accordance with the tax
laws applicable in the jurisdiction in which the respective
branch operates. The taxes paid are generally available Deferred tax assets include Minimum Alternative Tax
for set off against the Indian income tax liability of the (MAT) paid in accordance with the tax laws in India, which
Company’s worldwide income. is likely to give future economic benefits in the form of
availability of set off against future income tax liability.
Advance taxes and provisions for current income taxes are Accordingly, MAT is recognized as deferred tax asset
presented in the balance sheet after off-setting advance in the balance sheet when the asset can be measured
tax paid and income tax provision arising in the same reliably and it is probable that the future economic
tax jurisdiction and where the relevant tax paying units benefit associated with the asset will be realized.
intends to settle the asset and liability on a net basis.
The Company recognizes interest levied related to income
Deferred income taxes tax assessments in interest expenses.
Deferred income tax is recognized using the balance
sheet approach. Deferred income tax assets and liabilities u) Provisions, contingent liabilities and contingent
are recognized for deductible and taxable temporary assets
differences arising between the tax base of assets and Provisions are recognized for liabilities that can be measured
liabilities and their carrying amount, except when the only by using a substantial degree of estimation, if
deferred income tax arises from the initial recognition of i) The Company has a present obligation as a result of
an asset or liability in a transaction that is not a business a past event;
combination and affects neither accounting nor taxable
profit or loss at the time of the transaction. ii)
A probable outflow of resources is expected to
settle the obligation; and
Deferred income tax asset is recognized to the extent that it
iii)
The amount of the obligation can be reliably
is probable that taxable profit will be available against which
estimated
the deductible temporary differences and the carry forward
of unused tax credits and unused tax losses can be utilized. Contingent liability is disclosed in the case of
i) A present obligation arising from a past event when
The carrying amount of deferred income tax assets is
it is not probable that an outflow of resources will
reviewed at each reporting date and reduced to the
be required to settle the obligation; or
extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred ii)
A possible obligation unless the probability of
income tax asset to be utilized. outflow of resources is remote
Deferred tax assets and liabilities are measured using Contingent assets are neither recognized nor disclosed.
substantively enacted tax rates expected to apply to Provisions, contingent liabilities and contingent assets are
taxable income in the years in which the temporary reviewed at each balance sheet date.
differences are expected to be received or settled.
v) Commitments
Commitments are future liability for contractual expenditure.
For operations carried out in SEZs, deferred tax assets
Commitment are classified and disclosed as follows:
or liabilities, if any, have been established for the tax
i) Estimated amount of contracts remaining to be
consequences of those temporary differences between the
executed on capital account and not provided for,
carrying values of assets and liabilities and their respective
tax bases that reverse after the tax holiday ends. ii) Other non-cancellable commitments, if any, to the
extent they are considered material and relevant in
Deferred tax assets and liabilities are offset when the the opinion of management.
Company has a legally enforceable right to set off the
recognized amounts and where it intends either to settle Other commitments related to sales/procurements made
on a net basis or to realize the asset and settle the liability in the normal course of business are not disclosed to
simultaneously. avoid excessive details.
140 141
Notes forming part of the Financial Statements
w) Cash flow statement had the equity shares been actually issued at fair value
Cash flows are reported using the indirect method, (i.e. the average market value of the outstanding equity
whereby profit for the period is adjusted for the shares). Dilutive potential equity shares are deemed
effects of transactions of non-cash nature, any converted as of the beginning of the period, unless
deferrals or accruals of past or future operating issued at a later date. Dilutive potential equity shares are
cash receipts or payments and item of income or determined independently for each period presented.
expenses associated with investing or financing cash
flows. The cash flows from operating, investing and Recent accounting pronouncements
financing activities of the Company are segregated. Ministry of Corporate Affairs ("MCA") through
Companies (Indian Accounting Standards) Amendment
x) Use of estimates and judgements Rules, 2018 has notified the following new and
The preparation of these financial statements in amendments to Ind ASs which the Company has not
conformity with the recognition and measurement applied as they are effective for annual periods beginning
principles of Ind AS requires the management of the on or after April 1, 2019:
Company to make estimates and assumptions that
affect the reported balances of assets and liabilities, Ind AS 116 – Leases
disclosures relating to contingent liabilities as at the date The Ministry of Corporate Affairs notified Ind AS 116
of the financial statements and the reported amounts of “Leases” in respect of accounting periods commencing
income and expense for the periods presented. on or after April 1, 2019 superseding Ind AS 17 “Leases”.
Estimates and underlying assumptions are reviewed on an Ind AS 116 introduces significant changes to lease
ongoing basis. Revisions to accounting estimates include accounting model. It eliminates the classification of leases
useful lives of property, plant and equipment & intangible as either operating lease or finance lease for a lessee and
assets, allowance for doubtful debts/advances, future instead all the leases are treated similar to a finance lease.
obligations in respect of retirement benefit plans, expected Under the revised model, lessee would recognize a right-
cost of completion of contracts, provision for rectification of-use asset and a corresponding liability for all leases.
costs, future cash inflows (net) for hedging purpose, fair The standard, however, does not require an entity to
value measurement etc. Revisions to accounting estimates recognize assets and liabilities for (a) short- term leases
are recognised in the period in which the estimates are (for a period of twelve months or less) and (b) leases of
revised and future periods are affected. low value assets.
6 Investments - non-current
(` million)
As at As at
31-03-2019 31-03-2018
Unquoted
Investment in equity instruments of subsidiaries (at cost):
1,520,692 (previous year: 1,520,692) equity shares of nominal value of ` 10 60 60
each, fully paid in L&T Thales Technology Services Private Limited
- Company's holding * - 74% (previous year: 74%)
- Principal place of business: India
1,501,000 (previous year: 1,501,000) common stock of nominal value of USD 10 971 971
each, fully paid in L&T Technology Services LLC
- Company's holding * - 100% (previous year: 100%)
- Principal place of business: USA
1,431,736 (previous year: Nil) equity shares of nominal value of ` 10 each, fully 815 -
paid in Graphene Semiconductor Services Private Limited
- Company's holding * - 100% (previous year: Nil)
- Principal place of business: India
1,846 1,031
Aggregate amount of quoted investment
At book value - -
At market value - -
Aggregate amount of unquoted investment
At book value 1,846 1,031
* Voting power is same as the Company’s holding % in respective subsidiaries
142 143
Notes forming part of the Financial Statements
11 Investments - current
(` million)
As at As at
31-03-2019 31-03-2018
Number of Amount Number of Amount
units units
Quoted
Investment carried at fair value through profit and loss
Investment in mutual funds
Birla Sunlife Cash Plus Fund - Direct Plan - Daily Dividend Reinvestment 3,495,126 350 2,600,668 261
Birla SunLife Money Manager Fund - Direct Plan - Daily Dividend 2,010,897 202 - -
Reinvestment
Birla Sunlife Short Term Fund- Direct Plan - Monthly Dividend - - 4,482,411 52
Reinvestment
HDFC Liquid Fund - Direct Plan - Daily Dividend Reinvestment - - 15,025 15
Invesco India Money Fund - Direct Plan - Daily Dividend 90,228 90 - -
Reinvestment
HDFC FMP 92 D FEB 2018 - - 10,000,000 101
Kotak Liquid Fund - Direct - Daily Dividend Reinvestment 409,014 500 - -
Sundaram Money Fund -Direct Daily Dividend Reinvestment 64,398,142 651 - -
DSP BlackRock Liquidity Fund - Direct - Daily Dividend Reinvestment 551,430 552 - -
ICICI Prudential Liquid - Direct Plan - Daily Dividend Reinvestment - - 1,623,737 163
L&T Liquid Fund - Daily Dividend Reinvestment - - 1,000,917 1,013
HSBC Cash Fund - Direct - Daily Dividend Reinvestment 429,960 430 - -
Reliance Liquid Fund Treasury Plan - Daily Dividend Reinvestment 380,019 582 183,373 280
Axis Liquid Fund - Direct - Daily Dividend Reinvestment 580,394 581 - -
Invesco India Liquid Fund - Direct Daily Dividend Reinvestment 489,968 490 - -
Tata Liquid Fund - Direct - Daily Dividend Reinvestment 671,423 672 - -
UTI Liquid Fund - Cash Plan - Daily Dividend Reinvestment 566,741 578 302,729 309
5,678 2,194
Aggregate amount of quoted investment at cost 5,677 2,193
Aggregate amount of quoted investment at market value 5,678 2,194
12 Trade receivables
(` million)
As at As at
31-03-2019 31-03-2018
Current
Unsecured, considered good 10,227 9,583
10,227 9,583
Less: Allowance for bad and doubtful debt (54) (70)
10,173 9,513
144 145
Notes forming part of the Financial Statements
There are no repatriation restrictions with regard to cash and cash equivalents at the end of reporting period and prior period.
15 Loans
(` million)
Current As at As at
31-03-2019 31-03-2018
Unsecured, considered good
Intercorporate deposits with related parties 90 60
Others - 1
90 61
(` million)
As at As at
31-03-2019 31-03-2018
18.2 Issued, subscribed and fully paid up:
Issued, subscribed and fully paid up equity shares outstanding at the
beginning of the year [102,456,047 (previous year: 101,690,392) equity 205 203
shares of `2 each]
Add: shares issued on exercise of employee stock options during the year
3 2
[1,557,278 (previous year: 765,655) equity shares of ` 2 each]
Issued, subscribed and fully paid up equity shares outstanding at the end
of the year [104,013,325 (previous year: 102,456,047) equity shares of ` 2 208 205
each]
146 147
Notes forming part of the Financial Statements
18.4 Shareholders holding more than 5% of equity shares as at the end of the period
18.6 In the period of five years immediately preceding March 31, 2019:
Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in
cash - Nil (previous year: Nil)
Aggregate number and class of shares allotted as fully paid up by way of bonus shares - Nil (previous year: Nil)
Aggregate number and class of shares bought back - Nil (previous year: Nil)
ii) The exercise period for the options granted under the ESOP Scheme, 2016 would be seven years (84 months) from
the date of grant of options or six years from the date of first vesting or three years (36 months) from the date of
retirement/death, whichever is earlier, subject to any change as may be approved by the Board. The exercise price
may be decided by the Board, in such manner, during such period, in one or more tranches and on such terms and
conditions as it may deem fit, provided that the exercise price per option shall not be less than the par value of the
equity share of our Company and shall not be more than the market price as defined in the SEBI (Share Based Employee
Benefits) Regulations, 2014 and shall be subject to compliance with accounting policies under the said regulation.
The number of shares to be allotted on exercise of options should not exceed the total number of unexercised vested
options that may be exercised by the employee.
iv) No options were granted to key managerial personnel during the current year (previous year - Nil).
v) The number and weighted average exercise price of stock options are as follows:
Particulars 2018-19 2017-18
No. of stock Weighted No. of stock Weighted
options average options average
exercise price exercise price
(`) (`)
Options granted and outstanding at the 3,224,945 2 3,980,000 2
beginning of the year
Options granted during the year 235,000 2 193,900 2
Options allotted during the year 1,557,278 2 765,655 2
Options lapsed during the year 164,000 2 183,300 2
Options granted and outstanding at the end of 1,738,667 2 3,224,945 2
the year
Options exercisable at the end of the year out of 82,187 2 1,082,345 2
-(a) above
vi) Weighted average share price at the date of exercise for stock options exercised during the year is ` 1435.59 per share.
(previous year ` 849.70 per share).
vii) No options expired during the periods covered in the above table.
viii) Expense on Employee Stock Option Schemes debited to the statement of profit and loss during 2018-19 is ` 184
million. (previous year: ` 209 million).
ix) The fair value at grant date of options granted during the year ended 31-03-2019 was ` 1,281.80 (previous year:
` 737.10). The fair value at grant date is determined using the Black Scholes Model which takes into account the
exercise price, term of option, share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option. The model inputs for options granted
during the year included:
148 149
Notes forming part of the Financial Statements
18.9 Dividends
(a) During the year ended March 31, 2019, the Company paid the final dividend of ` 12 per equity share for the year
ended March 31, 2018.
(b) On October 25, 2018, the Company paid an interim dividend of ` 7.50 per equity share for the year ended March 31,
2019.
(c) On May 3, 2019, the Board of Directors of the Company have recommended the final dividend of ` 13.50 per equity
share for the year ended March 31, 2019 subject to approval by the shareholders at the forthcoming annual general
meeting. On approval, the total dividend payment based on number of shares outstanding as on March 31, 2019 is
expected to be ` 1,404 million and the payment of dividend distribution tax is expected to be ` 289 million.
19 Other equity
(` million)
As at As at
31-03-2019 31-03-2018
Securities premium account [note 2(p)] 10,890 10,502
21 Short-Term Borrowings
(` million)
As at As at
31-03-2019 31-03-2018
Loans repayable on demand from banks* 426 -
426 -
*Loans repayable on demand from bank comprises of fund based working capital facility i.e. overdraft. Out of total overdraft, ` 23 million is secured by hypothecation
of trade receivables. Amount of trade receivables that are pledged as collateral: ` 700 million (previous year: ` 1000 million).
22 Trade payable
(` million)
As at As at
31-03-2019 31-03-2018
Micro and small enterprises 7 4
Due to related parties* 416 624
Due to others 1,279 1695 925 1549
1,702 1,553
* Includes dues to subsidiaries and fellow subsidiaries (refer note 46)
150 151
Notes forming part of the Financial Statements
25 Provisions
(` million)
As at As at
31-03-2019 31-03-2018
Provisions for employee benefits
Leave enchashment 1,242 1,130
Post retirement medical benefits 59 49
1,301 1,179
27 Other income
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Foreign exchange gain/ (loss)* 939 1,160
Profit/(loss) on sales of fixed asset (net of gain of ` 3 million, previous year: (1) (1)
` 8 million)
Dividend income and gain/(loss) from mutual fund investments (measured at fair 172 75
value through profit and loss)
Bank interest received 6 1
Miscellaneous income** 396 646
Net gain/(loss) on sale of investment - -
1,512 1,881
*The foreign exchange gain reported above includes ` 704 million (previous year: ` 997 million) being effective portion of the gain/loss on
derivative instruments which are designated as cash flow hedges.
**includes income of ` 276.30 million (net) (previous year: ` 645.59 million) pertaining to export licenses.
29 Other expenses
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Subcontracting and component charges 2,286 1,491
Engineering, professional, technical and consultancy fees 2,046 1,553
Cost of computer software 830 504
Travelling and conveyance 774 613
Rent and establishment expenses 878 647
Telephone, postage and other communication charges 280 199
Legal and professional charges 318 349
Advertisement and sales promotion expenses 222 167
Recruitment expenses 188 132
Repairs to buildings & machineries 347 264
General repairs and maintenance 108 77
Power and fuel 143 120
Equipment hire charges 11 7
Insurance charges 77 50
Rates and taxes 25 28
Bad debts written off 29 24
Less : Allowance for doubtful debts written back - (126)
Allowances for doubtful debts on trade receivable 147 69
ECL on unbilled revenue 12 -
Overheads charged by group companies 191 265
Trademark fees 76 56
Corporate social responsibility expenditure 101 56
Miscellaneous expenses 319 173
9,408 6,718
30 Finance costs
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Interest expenses 11 4
11 4
152 153
Notes forming part of the Financial Statements
33 Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for: ` 179
million (previous year: ` 99 million).
34 Contingent liability
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Corporate guarantee 1,196 1,128
1,196 1,128
(Corporate Guarantee of USD 16.5 million ( previous year: USD 16.5 million) issued to Bank of America for securing
borrowings of L&T Technology Services LLC, USA and USD 0.8 million (previous year: USD 0.8 million) issued to Bank of
America for securing borrowings of Esencia Technologies Inc., USA.)
b) Amount required to be spent by the Company on CSR related activities during the year is ` 102.65 million (previous
year: ` 83.85 million).
37 Particulars in respect of loans and advances in nature of loans to related parties as required by the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015:
(` million)
Name of the company Balance as at Maximum outstanding during
31-03-2019 31-03-2018 2018-19 2017-18
L&T Thales Technology Services Private Limited* 90 60 250 200
*Notes:
i) Interest on inter company borrowings has been paid on monthly basis and there is no interest accrued and due as at the year end.
ii) Loans to employees (including directors) under various schemes of the Company (such as housing loan etc.) have been considered to be
outside the purview of of the disclosure requirements.
154 155
Notes forming part of the Financial Statements
ii) Carrying amounts of hedge instruments for which hedge accounting is followed:
(` million)
Cashflow hedge As at 31-03-2019 As at 31-03-2018
Current Non- current Total Current Non- current Total
Other financial assets 489 961 1,450 1,044 335 1,379
Other financial liabilities (88) (60) (148) (85) (18) (103)
Total 401 901 1,302 958 317 1,276
39 Segment reporting
(a) Description of segments and principal activities
The Company’s management examines the Company’s performance both from industry and geographic perspective
and has identified five reportable segments of its business:
1.
Transportation: The Company offers engineering services and solutions over the complete spectrum of the
transportation industry, that includes OEM and Tier 1 suppliers in automotive, trucks and off-highway vehicles,
aerospace and rail industries. The segment delivers end-to-end services from concept to detailed design through
manufacturing, testing, after-market and sourcing support helping OEMs and Tier 1s develop products in a cost-
effective manner. The Company also helps its clients develop cutting-edge transportation technologies such as
autonomous driving, electric vehicle and drones.
2. Process industry: The plant engineering practice provides end to end engineering services for leading plant
operators across the globe. The Company provides services in E/EPCM, engineering reapplication and global
rollouts, plant sustenance and management, regulatory compliance engineering along with chemical, consumer
packaged goods (FMCG) and energy and utility sector clients. The Company specializes in traditional engineering
procurement construction management (EPCM) and operational maintenance projects, as well as contemporary
digital engineering enterprises. The Company is advancing its engineering footprint to encompass the digital
sphere and working with customers on ‘Smart Manufacturing’ technologies such as automation, IoT, analytics,
and augmented reality (AR).
3.
Industrial products: Industrial products practice helps original equipment manufacturer (OEM) customers
across building automation, home and office products, energy, process control and machinery. The
Company’s expertise in engineering industrial products helps customers drive innovation and efficiency, and
retain a competitive edge. The Company helps streamline the product development value chain, enabling
customers spearhead business growth.
This Industrial Products segment offers end-to-end product development counsel, leveraging expertise spanning
software, electronics, connectivity, mechanical engineering, industrial networking protocols, user interface/user
experience (UI/UX), test frameworks and enterprise control solutions.”
4. Medical devices: The Company’s domain expertise, supported by its technological capabilities, helps medical
device OEMs address industry challenges, accelerate time to market, and optimize costs. The Company focuses
on delivering solutions in diagnostics, patient mobility services, musculoskeletal services, life sciences, surgical
services, cardiovascular, home healthcare and general medical.
5. Telecom: The Company’s expertise in digital engineering such as the cloud, internet of things (IoT), artificial
intelligence, data analytics and other areas in telecom domain enables its partners to leverage the right
telecommunications strategy. With expertise in product variant development, 5G capabilities, simulations and
automation, product and mid of life support, the Company is a one stop-solution for the clients. It also provides
futuristic solutions and IP Cores that address some of the pressing needs of the semiconductor industry. The
Company’s narrow band IoT (nBIoT) solution provides the complete IoT device management designed with low
memory and low power footprint enabling easy integration to custom target platforms.
156 157
Notes forming part of the Financial Statements
The Company’s experience in product development, digitalization, user experience engineering, and testing and
certification enables the customers to expand to new markets, innovate newer and smarter products, and roll-
out products faster and cheaper. The Company’s designs for 3D cameras, speech recognition, smart glasses and
connectivity programs involving wireless mesh networks are seeing increasing traction from the industry.”
The management primarily uses a measure of earnings before interest, tax, depreciation and amortisation
(EBITDA, see below) to assess the performance of the operating segments.
(i) Primary segments are defined based on the industries from which revenues are derived and segmental results are
as under:
(` million)
Particulars Transportation Process Industrial Medical Telecom & Total
Industry Products Devices Hi-tech
Revenue 14,067 7,220 10,182 3,378 12,273 47,120
% to Total 29.9% 15.3% 21.6% 7.2% 26.0% 100.0%
10,653 4,834 8,531 2,535 8,513 35,066
% to Total 30.4% 13.8% 24.3% 7.2% 24.3% 100.0%
Segment operating profits 2,414 1,642 2,533 839 1,944 9,372
% to Revenue 17.2% 22.7% 24.9% 24.9% 15.8% 19.9%
1,426 941 1,848 512 976 5,703
% to Revenue 13.4% 19.5% 21.7% 20.2% 11.5% 16.3%
Un-allocable expenses (net) 728
193
Other income 1,512
1,881
Operating profit 10,156
7,391
Finance cost 11
4
Depreciation 731
576
Profit before extraordinary items 9,414
and tax
6,811
(` million)
Particulars North Europe India ROW Total
America
External revenue by location of customers 25,729 8,334 7,012 6,045 47,120
19,962 6,291 4,457 4,355 35,066
Numbers in italics are for the previous year.
Fixed assets used and liabilities contracted for performing the Company’s Business have not been identified to any of the above
reported segments as the fixed assets and services are used inter-changeably among segments.
The Company may enter into foreign currency forward contracts with financial institutions to protect against foreign
exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted
future cash flows and net investments in foreign subsidiaries. The Company’s practice is to hedge a portion of its
material net foreign exchange exposures with tenors in line with the projected exposure based on future business
growth. However, the Company may choose not to hedge certain foreign exchange exposures for a variety of reasons,
including but not limited to accounting considerations and the prohibitive economic cost of hedging particular
exposures. The Company may also not hedge 100% given the uncertainty with business projections and hence the
exposure gets hedged progressively in lower amounts.
To provide a meaningful assessment of the foreign currency risk associated with the Company’s foreign currency
derivative positions against off balance sheet exposures and unhedged portion of on-balance sheet exposures, the
Company uses a multi-currency correlated value-at-risk (“VAR”) model. The VAR model uses a Monte Carlo simulation
158 159
Notes forming part of the Financial Statements
to generate thousands of random market price paths for foreign currencies against Indian rupee taking into account
the correlations between them. The VAR is the expected loss in value of the exposures due to overnight movement in
spot exchange rates, at 95% confidence interval. The VAR model is not intended to represent actual losses but is used
as a risk estimation tool. The model assumes normal market conditions and is a historical best fit model. The overnight
VAR for the Company at 95% confidence level is ` 255.0 million as of March 31, 2019 and ` 143.0 million as of March
31, 2018.
Actual future gains and losses associated with the Company’s investment portfolio and derivative positions may differ
materially from the sensitivity analyses performed as of March 31, 2019 due to the inherent limitations associated with
predicting the timing and amount of changes in foreign currency exchanges rates and the Company’s actual exposures
and position.
The Company reviews trade receivables on periodic basis and makes provision for doubtful debts if collection is
doubtful. The Company also calculates the expected credit loss (ECL) for non-collection and for delay in collection of
receivables. The Company makes additional provision if the ECL amount is higher than the provision made for doubtful
debts. In case the ECL amount is lower than the provision made for doubtful debts, the Company retains the provision
made for doubtful debts without any adjustment.
The provision for doubtful debts including ECL allowances for non-collection of receivables and delay in collection, on
a combined basis, was ` 245 million as at March 31, 2019 and ` 98 million as at March 31, 2018. The movement in
allowances for doubtful accounts comprising provision for both non-collection of receivables and delay in collection is
as follows:
(` million)
2018-19 2017-18
Opening balance of allowances for doubtful accounts 98 155
Allowances recognized (reversed) 147 (57)
Closing balance of allowances for doubtful accounts 245 98
The percentage of revenue from its top five customers is 27.26% for 2018-19 (27.1% for 2017-18).
The counter-party risk that the Company is exposed to is principally for financial instruments taken to hedge its
foreign currency risks. The counter-parties are mainly banks and the Company has entered into contracts with the
counterparties for all its hedge instruments.
The Company invests its surplus funds in liquid investments and mitigates the risk of counter-party failure by investing
with institutions having good credit rating.
Management regularly monitors the position of cash and cash equivalents vis-à-vis projections. Assessment of maturity
profiles of financial assets and liabilities including debt financing plans and maintenance of balance sheet liquidity
ratios are considered while reviewing the liquidity position.
The Company has no borrowings as on 31-Mar-19 but it has credit facilities with banks that will help it to generate
funds for the business if required. The contractual maturities of financial assets and financial liabilities is as follows:
(` million)
Financial assets Less than 1 year More than 1 year Total
Investments 5,678 - 5,678
Trade receivables 10,173 - 10,173
Loans 90 - 90
Other financial assets 1,103 - 1,103
Total 17,044 - 17,044
(` million)
Financial liabilities Less than 1 year More than 1 year Total
Short-term borrowings 426 - 426
Trade payables 1,702 - 1,702
Other financial liabilities 2,550 - 2,550
Total 4,678 - 4,678
160 161
Notes forming part of the Financial Statements
(` million)
As at As at
31-03-2019 31-03-2018
FVPL FVOCI Amortised FVPL FVOCI Amortised
Cost Cost
Financial liabilities
Borrowings 426 -
Trade payables 1,702 1,553
Forward contract payable 9 139 16 85
Supplier ledger - capital goods/services 109 -
Liability towards employee compensation 2,213 1,567
Financial guarantee contract 6 5
Unclaimed dividend 1 -
Other payables 221 26
Total financials liabilities 9 139 4,677 16 85 3,151
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
iv) Fair value of financial assets and financial liabilities measured at amortised cost:
The carrying amounts of all financials assets and financial liabilities are considered to be the same as their fair values owing
to their short term nature.
162 163
Notes forming part of the Financial Statements
The applicable Indian statutory tax rate for fiscal 2019 and fiscal 2018 is 34.94% and 34.61% respectively.
Overseas taxes are on account of income taxes payable overseas, principally in the United States of America. In India, the
Company has benefited from certain tax incentives that the Government of India has provided to the export of software for
the units registered under the Special Economic Zones Act, 2005(SEZ). SEZ units which commenced operations on or after
April 1, 2005 are eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five
years from the financial year in which the unit commenced the provision of services and 50 percent of such profits or gains
for further five years. Upto 50% of such profits or gains is also available for a further five years subject to creation of a Special
Economic Zone re-Investment Reserve out of the profit of the eligible SEZ units and utilization of such reserve by the Company
for acquiring new plant and machinery for the purpose of its business as per the provisions of the Income tax Act, 1961.
43 Employee benefits
a) The amounts recognised in balance sheet are as follows:
(` million)
Gratuity plan Post retirement medical Self-managed
benefit plan provident fund plan
As at As at As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018 31-03-2019 31-03-2018
A. Present value of defined benefit
obligation
Wholly funded 627 576 - - 4,138 3,292
Wholly unfunded - - 59 49 - -
Total (a) 627 576 59 49 4,138 3,292
Less: Fair value of plan assets (b) 540 453 - - 4,163 3,320
Amount to be recognised as 87 123 59 49 (25) (28)
liability or (asset) (a-b)
B. Amounts reflected in the
balance sheet
Liabilities 87 123 59 49 62 47
Assets - - - - - -
Net liability / (asset) 87 123 59 49 62 47
d) The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances
(` million)
Gratuity plan Post retirement medical Self-managed
benefit plan provident fund plan
As at As at As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018 31-03-2019 31-03-2018
Opening balance of the present 576 388 49 74 3,292 2,445
value of defined benefit obligation
Transfers in/(out) - - - - 231 400
Current service cost 101 78 20 21 224 147
Past service cost - 16 - - - -
Interest on defined benefit 40 27 4 5 306 222
obligation
Remeasurements due to : - - - - - -
Actuarial loss/(gain) arising from 15 (25) 5 (8) - -
change in financial assumptions
Actuarial loss/(gain) arising - 7 3 (54) - -
from change in demographic
assumptions
Actuarial loss/(gain) arising on 24 50 (22) 11 - -
account of experience changes
Contribution by plan participants - - - - 484 341
Benefits paid (65) (28) - - (401) (263)
Due to members - unclaimed - - - - 2 -
Liabilities assumed / (settled) (63) 63 - - - -
Liabilities extinquished on - - - - - -
settlements
Closing balance of the present value 627 576 59 49 4,138 3,292
of defined benefit obligation
164 165
Notes forming part of the Financial Statements
The Company expects to contribute ` 100 million towards its gratuity plan in FY 2019-20.
e) Changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof are as follows:
(` million)
Gratuity plan Self-managed
provident fund plan
As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018
Opening balance of the fair value of the plan assets 453 318 3,320 2,460
Expected return on plan assets - - 306 222
Add / (less) : transfer in/(out) - - 231 7
Add/(less) : actuarial gains/(losses) - - 34 430
Employer's contributions 131 142 219 140
Contributions by plan participants - - 455 324
Interest on plan assets 33 21 - -
Administration expenses - - - -
Assets acquired on acquisition / (distributed on divestiture) - - - -
Remeasurements due to : - - - -
Actual return on plan assets less interest on plan assets (11) - - -
Benefits paid (65) (28) (401) (263)
Liabilities assumed / (settled) - - - -
Liabilities extinquished on settlements - - - -
Closing balance of the plan assets 540 453 4,163 3,320
f) Sensitivity analysis :
(` million)
Gratuity plan Post retirement medical
benefit plan
As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018
Impact of increase in 100 bps on defined benefit obligation
Discount rate -5.27% -5.27%
Salary escalation rate 5.80% 5.80%
Impact of decrease in 100 bps on defined benefit obligation
Discount rate 5.84% 5.84%
Salary escalation rate -5.34% -5.35%
Discount rate
Impact of increase in 100 bps on defined benefit obligation -17.72% -16.94%
Impact of decrease in 100 bps on defined benefit obligation 23.30% 22.26%
Healthcare costs rate
Impact of increase in 100 bps on defined benefit obligation 19.61% 18.72%
Impact of decrease in 100 bps on defined benefit obligation -15.46% -14.79%
Life expectancy
Impact of increase in 1 year on defined benefit obligation 0.44% 0.30%
Impact of decrease by 1 year on defined benefit obligation -0.47% -0.31%
i. The above sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated.
ii. The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.
g) The major categories of plan assets as a percentage of total plan assets are as follows:
(` million)
Gratuity plan Post retirement medical
benefit plan
As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018
Government of India securities 23.64% 23.04%
State government securities 24.00% 20.03%
Corporate bonds 20.91% 17.27%
Scheme Scheme
Fixed deposits under Special Deposit Scheme framed by 5.33% 8.20%
with LIC with LIC
central government for provident funds
Public sector bonds 22.00% 28.45%
Mutual Funds 4.12% 3.01%
Risk exposure
i. Gratuity
The Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent
to fifteen days last salary drawn for each completed year of service. The same is payable on termination of service
or retirement whichever is earlier. The benefit vests after five years of continuous service. The trustees of the plan
have outsourced the investment management of the fund to an insurance company. The insurance company in turn
manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the
permissible limits prescribed in the insurance regulations.
166 167
Notes forming part of the Financial Statements
i) The amounts pertaining to defined benefit plans for the current year are as follows:
(` million)
As at As at
31-03-2019 31-03-2018
Gratuity plan (wholly funded)
1 Defined benefit obligation 627 576
2 Plan assets 540 453
3 (Surplus) / deficit 87 123
4 Experience Adjustments plan liabilities - -
5 Experience Adjustments plan assets - -
Post retirement medical benefit plan (wholly unfunded) - -
1 Defined benefit obligation 59 49
2 Experience Adjustments plan liabilities - -
3 Experience Adjustments plan assets - -
Self - managed provident fund plan (wholly funded) - -
1 Defined benefit obligation 4,138 3,292
2 Plan assets 4,163 3,320
3 (Surplus) / deficit (25) (28)
Internal Revenue Code. At its discretion, the Company may match pre-tax and after-tax employee contributions up to
100% of the first 3% and 50% of next 2% of eligible earnings that are contributed by employees. Both, the employee
contributions and the Company’s matching contributions vest 100%, immediately. During the year ended March 31, 2019,
the Company contributed ` 30 million towards the Plan (Previous year: ` 5 million)
44 Leases
The lease rentals charged during the period are as under:
(` million)
As at As at
31-03-2019 31-03-2018
Lease rentals recognized during the period 899 705
The Company avails office space under non-cancellable operating leases. The Company recognizes rent expense on a
straight-line basis over the non-cancellable lease term. Future minimum lease rentals payable under non-cancellable
operating leases as per the rentals stated in the respective agreements are as follows:
(` million)
As at As at
31-03-2019 31-03-2018
Future minimum lease payable
Not later than 1 year 776 642
Later than 1 year and not later than 5 years 2,378 2,073
Later than 5 years 636 811
The operating lease arrangements, are renewable on a periodic basis and for most of the leases extend upto a maximum
of ten years from their respective dates of inception and relates to rented premises. Some of these lease agreements have
price escalation clauses.
168 169
Notes forming part of the Financial Statements
Non-executive directors
Mr. A.M. Naik
Mr. S. N. Subrahmanyan
46 (1) (iv) List of related parties with whom there were transactions during the year
Name Relationship
Larsen & Toubro Limited Holding company
Larsen & Toubro Infotech Limited Fellow subsidiary
Larsen & Toubro Infotech Canada Limited Fellow subsidiary
Larsen & Toubro Infotech GmbH Fellow subsidiary
Larsen & Toubro Infotech South Africa (PTY) Limited Fellow subsidiary
Larsen & Toubro (East Asia) SDN.BHD Fellow subsidiary
L&T Metro Rail (Hyderabad) Limited Fellow subsidiary
L&T Hydrocarbon Engineering Limited Fellow subsidiary
Kesun Iron & Steel Company Private Limited Fellow subsidiary
L&T Overseas Projects Nigeria Limited Fellow subsidiary
Servowatch Systems Limited Fellow subsidiary
L&T Valves Limited Fellow subsidiary
Larsen & Toubro Saudi Arabia LLC Fellow subsidiary
Spectrum InfoTech Private Limited Fellow subsidiary
L&T-Sargent & Lundy Limited Joint Venture
L&T Technology Services LLC Subsidiary
L&T Thales Technology Services Private Limited Subsidiary
Esencia Technologies INC Subsidiary
Esencia Technologies India Private Limited Subsidiary
Graphene Semiconductor Services Private Limited Subsidiary
46 (1) (v) Name of post-employment benefit plans with whom transactions were carried out during the year:
Larsen & Toubro Officers & Supervisory Staff Provident Fund
L&T Technology Services Limited Employee Group Gratuity Scheme
170 171
Notes forming part of the Financial Statements
(` million)
Transaction 2018-19 2017-18
Interest receivable
Holding company 22 15
- Larsen & Toubro Limited 22 15
Subsidiaries 8 6
- L&T Thales Technology Services Private Limited 8 6
Services availed by the Company
Holding company 326 463
- Larsen & Toubro Limited 326 463
Fellow subsidiaries 60 175
- Larsen & Toubro Infotech Limited 57 158
- Larsen & Toubro Infotech GmbH 3 -
- Larsen & Toubro Saudi Arabia LLC - 17
Subsidiaries 2 66
- L&T Thales Technology Services Private Limited - 14
- L&T Technology Services LLC 1 52
- Esencia Technologies India Private Limited 1 -
Services rendered by the Company
Holding company 9 8
- Larsen & Toubro Limited 9 8
Fellow subsidiaries 3 34
- Larsen & Toubro Infotech GmbH - 1
- Larsen & Toubro Infotech Limited - 3
- L&T Hydrocarbon Engineering Limited - 22
- Servowatch Systems Limited 3 8
Subsidiaries 442 211
- L&T Thales Technology Services Private Limited 147 77
- L&T Technology Services LLC 259 132
- Esencia Technologies Inc 14 2
- Esencia Technologies India Private Limited 11 -
- Graphene Semiconductor Services Private Limited 11 -
Trademark fees
Holding company 76 56
- Larsen & Toubro Limited 76 56
Reimbursement of expense incurred on the Company's behalf
Holding company - 3
- Larsen & Toubro Limited - 3
Interim/final dividend paid - equity
Holding company 1,630 730
- Larsen & Toubro Limited 1,630 730
Transactions with trust managed employees provident fund
Towards employer's contribution 222 137
Transactions with approved gratuity fund
Towards employer's contribution 130 76
172 173
Notes forming part of the Financial Statements
ii) Refer note 39 for disaggregation of revenue by industry and geographical segments.
iii)
The Company believes that this disaggregation best depicts how the nature, amount, timing of its revenues and
cash flows are affected by industry, market and other economic factors.
b) Transaction price allocated to remaining performance obligation
i) The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31,
2019, other than those meeting the exclusion criteria mentioned below in (ii), is ` 9509 million. Out of this,
the Company expects to recognize revenue of around 100% within the next one year. Remaining performance
obligation estimates are subject to change and are affected by several factors, including changes in the scope of
contracts, periodic revalidations, and adjustments for currency.
ii) The Company has applied practical expedient and has not disclosed information about remaining performance
obligations in contracts where the entity has the right to consideration that corresponds directly with the value of
entity’s performance completed to date, typically those contracts where invoicing is on time and material basis.
174 175
Notes forming part of the Financial Statements
49 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2019
(previous year: ` Nil).
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
Key audit matter How the matter was addressed in our audit
Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in
view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard)
Accuracy of recognition, measurement, presentation and We assessed the Company’s process to identify the impact of
disclosures of revenues and other related balances in view adoption of the new revenue accounting standard.
of adoption of Ind AS 115 “Revenue from Contracts with Our procedures included:
Customers” (new revenue accounting standard) • Evaluated the design of internal controls relating to
implementation of the new revenue accounting standard;
• Selected a sample of continuing and new contracts, and
tested the operating effectiveness of the internal control,
relating to identification of the distinct performance
obligations and determination of transaction price.
We carried out a combination of procedures involving
enquiry and observation, reperformance and inspection
of evidence in respect of operation of these controls; and
176 177
Key audit matter How the matter was addressed in our audit
The application of the new revenue accounting standard involves • Selected a sample of continuing and new contracts and
certain key judgements relating to identification of distinct performed the following procedures:
performance obligations, determination of transaction price of • Read, analysed and identified the distinct performance
the identified performance obligations, the appropriateness of obligations in these contracts;
the basis used to measure revenue recognised over a period. • Compared these performance obligations with that
Additionally, new revenue accounting standard contains identified and recorded by the Company;
disclosures which involves collation of information in respect of • Considered the terms of the contracts to determine the
disaggregated revenue and periods over which the remaining transaction price including any variable consideration to
performance obligations will be satisfied subsequent to the verify the transaction price used to compute revenue and
balance sheet date. to test the basis of estimation of the variable consideration;
• In respect of samples relating to fixed price contracts,
progress towards satisfaction of performance obligation
used to compute recorded revenue was verified with the
supporting documentation, validated estimates of costs to
complete, mathematical accuracy of calculations and the
adequacy of project accounting; and
• Performed analytical procedures for reasonableness of
revenues disclosed by type and service offerings.
Revenue recognition
The Group is primarily in the business of providing engineering Our revenue testing included both testing of the Company’s
services to third parties. controls as well as substantive audit procedures.
The Group is having two models for the purpose of recognition Our procedures included:
of revenue from contracts for services rendered, which are time • We ensured that revenue recognition method applied was
and material contracts and fixed price contracts. appropriate based on the terms of the agreement with
Revenue from contracts that are on time and material basis are the customer;
recognized at a point in time when services are rendered and • We obtained an understanding of the processes and tested
related costs are incurred. relevant controls, which impact the revenue recognition;
In case of fixed-price contracts, revenue is recognized over a • For time and material based contracts:
period of time using the proportionate completion method. i. We obtained appropriate evidence based on the
For the year ended 31 March 2019, revenue from services circumstances to conclude whether the hours charged on
amounts to ` 50,783 million (refer note 25 to the consolidated projects were appropriate;
financial statements)
ii. We obtained appropriate evidence based on the
circumstances to conclude whether the rate charged per
man hours on projects were appropriate; and
Key audit matter How the matter was addressed in our audit
iii. We evaluated management’s estimates and
assumptions in recognition of the revenue;
178 179
Key audit matter How the matter was addressed in our audit
We focused on this area on account of the number of contracts, • We compared valuation of derivative financial instruments
the forecast by management of net foreign currency exposure with market data or results from alternative, independent
in the future, their measurement, the complexity related to valuation models;
hedge accounting and the potential impact on the statement • We tested on a sample basis the applicability and accuracy
of profit and loss. of hedge accounting; and
As at 31 March 2019, the Company has derivative financial • We considered the appropriateness of disclosures in
assets at fair value of ` 1,450 million and derivative financial relation to financial risk management, derivative financial
liabilities at fair value of ` 148 million (refer note no. 7, 15, instruments and hedge accounting to the financial
19 22, 35, 37(i) and 37(iii) to the consolidated financial statements.
statements). Based on the procedures performed the derivative financial
instruments and hedge accounting are fairly stated in the
financial statements.
Information other than the consolidated financial and consolidated cash flows of the Group in accordance with
statements and auditor’s report thereon the Ind AS and other accounting principles generally accepted
The Company’s Board of Directors is responsible for the in India, including the Accounting Standards specified under
preparation of other information. The other information section 133 of the Act. The respective Board of Directors
comprises the information included in the director’s report of the companies included in the Group are responsible for
including annexures thereto, management discussion and maintenance of adequate accounting records in accordance
analysis and annual business responsibility report, but does with the provisions of the Act for safeguarding of the assets
not include the consolidated financial statements and our of the Company and for preventing and detecting frauds and
auditor’s report thereon. other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
Our opinion on the consolidated financial statements does not are reasonable and prudent; and design, implementation
cover the other information and we do not express any form and maintenance of adequate internal financial controls,
of assurance conclusion thereon. that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
In connection with our audit of the consolidated financial preparation and presentation of the consolidated financial
statements, our responsibility is to read the other information statement that give a true and fair view and are free from
and, in doing so, consider whether the other information material misstatement, whether due to fraud or error.
is materially inconsistent with the consolidated financial
statements or our knowledge obtained during the course of In preparing the consolidated financial statements, the
our audit, or otherwise appears to be materially misstated. respective board of directors of the companies included in the
Group are responsible for assessing the Company’s ability to
If, based on the work we have performed on the other continue as a going concern, disclosing, as applicable, matters
information that we obtained prior to the date of this auditor’s related to going concern and using the going concern basis of
report, we conclude that there is a material misstatement of accounting unless management either intends to liquidate the
this other information, we are required to report that fact. We Company or to cease operations, or has no realistic alternative
have nothing to report in this regard. but to do so.
Management’s responsibility for the consolidated The Board of Directors are responsible for overseeing the
financial statements Company’s financial reporting process.
The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to Auditor’s responsibilities for the audit of the
the preparation of these consolidated financial statements consolidated financial statements
that give a true and fair view of the consolidated financial Our objectives are to obtain reasonable assurance about
position, consolidated financial performance, consolidated whether the consolidated financial statements as a whole
total comprehensive income, consolidated changes in equity are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our conditions may cause the Group to cease to continue as
opinion. Reasonable assurance is a high level of assurance, a going concern.
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it • Evaluate the overall presentation, structure and content
exists. Misstatements can arise from fraud or error and are of the consolidated financial statements, including the
considered material if, individually or in the aggregate, they disclosures, and whether the consolidated financial
could reasonably be expected to influence the economic statements represent the underlying transactions and
decisions of users taken on the basis of these consolidated events in a manner that achieves fair presentation.
financial statements.
Materiality is the magnitude of misstatements in the
As part of an audit in accordance with SAs, we exercise consolidated financial statements that, individually or in the
professional judgment and maintain professional skepticism aggregate, make it probable that the economic decisions of a
throughout the audit. We also: reasonably knowledgeable user of the consolidated financial
statements may be influenced. We consider quantitative
• Identify and assess the risks of material misstatement materiality and qualitative factors in (i) planning the scope of
of the consolidated financial statements, whether due our audit work and in evaluating the results of our work; and
to fraud or error, design and perform audit procedures (ii) to evaluate the effect of any identified misstatement in the
responsive to those risks, and obtain audit evidence consolidated financial statements.
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material We communicate with those charged with governance
misstatement resulting from fraud is higher than for regarding, among other matters, the planned scope and
one resulting from error, as fraud may involve collusion, timing of the audit and significant audit findings, including
forgery, intentional omissions, misrepresentations, or any significant deficiencies in internal control that we identify
the override of internal control. during our audit.
• Obtain an understanding of internal financial controls We also provide those charged with governance with a
relevant to the audit in order to design audit procedures statement that we have complied with relevant ethical
that are appropriate in the circumstances. Under section requirements regarding independence, and to communicate
143(3)(i) of the Act, we are also responsible for expressing with them all relationships and other matters that may
our opinion on whether the Company and its subsidiary reasonably be thought to bear on our independence, and
companies which are companies incorporated in India, where applicable, related safeguards.
has adequate internal financial controls system in place
and the operating effectiveness of such controls. From the matters communicated with those charged with
governance, we determine those matters that were of
• Evaluate the appropriateness of accounting policies used most significance in the audit of the consolidated financial
and the reasonableness of accounting estimates and statements of the current period and are therefore the key
related disclosures made by management. audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
• Conclude on the appropriateness of management’s use about the matter or when, in extremely rare circumstances,
of the going concern basis of accounting and, based we determine that a matter should not be communicated
on the audit evidence obtained, whether a material in our report because the adverse consequences of doing so
uncertainty exists related to events or conditions that may would reasonably be expected to outweigh the public interest
cast significant doubt on the Group’s ability to continue benefits of such communication.
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention Other matters
in our auditor’s report to the related disclosures in the We did not audit the financial statements of eight subsidiaries
consolidated financial statements or, if such disclosures whose financial statements reflect total assets of ` 2,886
are inadequate, to modify our opinion. Our conclusions million as at 31st March, 2019, total revenues of ` 3,800
are based on the audit evidence obtained up to the million and net cash flows amounting to ` 66 million for the
date of our auditor’s report. However, future events or year ended on that date, as considered in the consolidated
180 181
financial statements. These financial statements have been relevant books of account maintained for the purpose of
audited by other auditors whose reports have been furnished preparation of the consolidated financial statements;
to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and (d) In our opinion, the aforesaid consolidated financial
disclosures included in respect of these subsidiaries, and our statements comply with the Ind AS specified under
report in terms of sub-section (3) of Section 143 of the Act, in section 133 of the Act, read with rule 7 of the Companies
so far as it relates to the aforesaid subsidiaries, is based solely (Accounts) Rules, 2014;
on the reports of the other auditors.
(e) On the basis of the written representations received from
Five of these subsidiaries are located outside India whose the directors as on 31 March 2019 taken on record by the
financial statements have been prepared in accordance with Board of Directors of the Company and its subsidiaries
accounting principles generally accepted in that country (‘local incorporated in India and the reports of the statutory
GAAP’) and which have been audited by another auditor auditors of its subsidiary companies incorporated in
under generally accepted auditing standards applicable in that India, none of the directors of the Group companies
country. The Holding Company’s management has converted incorporated in India is disqualified as on 31 March 2019
the financial statements of these subsidiaries from local GAAP from being appointed as a director in terms of section
to accounting principles generally accepted in India. We have 164 (2) of the Act;
audited these conversion adjustments made by the Holding
Company’s management. Our opinion in so far as it relates to (f) With respect to the adequacy of the internal financial
the amounts and disclosures of these subsidiaries are based controls over financial reporting of the Company and
on the audit reports of another auditor and the conversion the operating effectiveness of such controls, refer to
adjustments prepared by management of the Holding our separate report in Annexure A which is based on
Company and audited by us. the auditor’s report of the Company and its subsidiary
companies incorporated in India. Our report expresses
Our opinion on the consolidated financial statements, and our an unmodified opinion on the adequacy and operating
report on other legal and regulatory requirements below, is effectiveness of the Company’s internal financial controls
not modified in respect of the above matters with respect to over financial reporting;
our reliance on the work done and the reports of the other
auditors. (g) With respect to the other matters to be included in the
auditor’s report in accordance with the requirements
Report on other legal and regulatory requirements of section 197(16) of the Act (as amended), we report
1 As required by section 143(3) of the Act, based on our that in our opinion and to the best of our information
audit we report that: and according to the explanations given to us, the
remuneration paid by the Company to its directors
(a) We have sought and obtained all the information and during the year is in accordance with the provisions of
explanations which to the best of our knowledge and section 197 of the Act; and
belief were necessary for the purposes of our audit of the
aforesaid consolidated financial statements; (h) With respect to the other matters to be included in
the auditor’s report in accordance with rule 11 of
(b) In our opinion, proper books of account as required by the Companies (Audit and Auditors) Rules, 2014
law relating to preparation of aforesaid consolidated (as amended), in our opinion and to the best of our
financial statements have been kept by the Company so information and according to the explanations given to
far as it appears from our examination of those books; us:
(c) The consolidated balance sheet, the consolidated i The Group has disclosed the impact of pending
statement of profit and loss (including other litigations on its consolidated financial position
comprehensive income), consolidated statement of in its financial statements – refer note 33 to the
changes in equity and the consolidated statement of cash consolidated financial statements;
flow dealt with by this report are in agreement with the
ii the Group did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses; and
iii There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company– refer note 48 to the consolidated financial statements.
Firdosh D. Buchia
Partner
Mumbai, 3 May 2019 Membership no. 38332
182 183
Annexure ‘A’ to
The Independent Auditor’s Report
(Referred to in paragraph 2(f) of our report of even date) obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and
Report on the internal financial controls under maintained and if such controls operated effectively in all
clause (i) of sub-section 3 of section 143 of the material respects.
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial Our audit involves performing procedures to obtain audit
reporting of L&T Technology Services Limited (“the Company”) evidence about the adequacy of the internal financial
as of 31 March 2019 in conjunction with our audit of the controls system over financial reporting and their operating
consolidated financial statements of the Company for the year effectiveness. Our audit of internal financial controls over
ended on that date. financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
Management’s responsibility for internal financial the risk that a material weakness exists, and testing and
controls evaluating the design and operating effectiveness of internal
The board of directors of the Company and its subsidiary control based on the assessed risk. The procedures selected
companies, which are incorporated in India, are responsible depend on the auditor’s judgement, including the assessment
for establishing and maintaining internal financial controls of the risks of material misstatement of the consolidated
based on the internal control over financial reporting financial statements, whether due to fraud or error.
criteria established by the respective companies considering
the essential components of internal control stated in the We believe that the audit evidence we have obtained is
guidance note on audit of internal financial controls over sufficient and appropriate to provide a basis for our audit
financial reporting issued by the Institute of Chartered opinion on the internal financial controls system over financial
Accountants of India (“ICAI”). These responsibilities include reporting of the Company and its subsidiary companies, which
the design, implementation and maintenance of adequate are incorporated in India.
internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, Meaning of internal financial controls over
including adherence to company’s policies, the safeguarding financial reporting
of its assets, the prevention and detection of frauds and errors, A company’s internal financial control over financial reporting is
the accuracy and completeness of the accounting records, a process designed to provide reasonable assurance regarding
and the timely preparation of reliable financial information, as the reliability of financial reporting and the preparation of
required under the Companies Act, 2013. consolidated financial statements for external purposes in
accordance with generally accepted accounting principles. A
Auditors’ responsibility company’s internal financial control over financial reporting
Our responsibility is to express an opinion on the internal includes those policies and procedures that (1) pertain to the
financial control over financial reporting of the Company and maintenance of records that, in reasonable detail, accurately
its subsidiary companies, which are incorporated in India, and fairly reflect the transactions and dispositions of the
based on our audit. We conducted our audit in accordance assets of the company; (2) provide reasonable assurance that
with the guidance note on audit of internal financial controls transactions are recorded as necessary to permit preparation
over financial reporting and the standards on Auditing, of consolidated financial statements in accordance with
issued by ICAI and deemed to be prescribed under section generally accepted accounting principles, and that receipts
143(10) of the Act, to the extent applicable to an audit of and expenditures of the company are being made only in
internal financial controls, both applicable to an audit of accordance with authorisations of management and directors
internal financial controls and, both issued by the ICAI. Those of the company; and (3) provide reasonable assurance
standards and the guidance note require that we comply regarding prevention or timely detection of unauthorised
with ethical requirements and plan and perform the audit to acquisition, use, or disposition of the company’s assets that
could have a material effect on the consolidated financial subsidiary companies, which are incorporated in India, have,
statements. in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial
Inherent limitations of internal financial controls controls over financial reporting were operating effectively as
over financial reporting at 31 March 2019, based on the internal control over financial
Because of the inherent limitations of internal financial reporting criteria established by the respective companies
controls over financial reporting, including the possibility considering the essential components of internal control
of collusion or improper management override of controls, stated in the guidance note on audit of internal financial
material misstatements due to error or fraud may occur and controls over financial reporting issued by the ICAI.
not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future For Sharp & Tannan
periods are subject to the risk that the internal financial control Chartered Accountants
over financial reporting may become inadequate because of Firm’s registration No.109982W
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate. Firdosh D. Buchia
Partner
Opinion Mumbai, 3 May 2019 Membership no. 38332
In our opinion and to the best of our information and
according to explanations given to us, the Company and its
184 185
Consolidated Balance Sheet
as at March 31, 2019
(` million)
Note As at As at
No. 31-03-2019 31-03-2018
ASSETS:
I. Non-current assets
(a) Property, plant and equipment 4 1,443 1,250
(b) Capital work-in-progress - 1
(c) Goodwill 5 5,365 4,921
(d) Other intangible assets 5 992 923
(e) Financial assets
(i) Other financial assets 7 1,362 590
(f) Deferred tax assets (net) 8 126 272
(g) Other non current assets 9 635 487
Total non-current assets 9,923 8,444
II. Current assets
(a) Financial assets
(i) Investments 10 5,749 2,207
(ii) Trade receivables 11 10,643 9,623
(iii) Cash and cash equivalents 12 2,048 1,541
(iv) Other bank balances 13 3 1
(v) Loans 14 - 1
(vi) Other financial assets 15 1,536 1,429
(b) Other current assets 16 3,736 3,805
Total current assets 23,715 18,607
TOTAL ASSETS 33,638 27,051
EQUITY AND LIABILITIES:
I. Equity
(a) Equity share capital 17 208 205
(b) Other equity 18 24,583 19,159
Equity attributable to equity holders of the Company 24,791 19,364
Non-controlling interest 31 3
Total equity 24,822 19,367
II. Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Other financial liabilities 19 60 18
(b) Deferred tax liabilities (net) 134 29
Total non-current liabilities 194 47
Current liabilities
(a) Financial liabilities
(i) Borrowings 20 702 702
(ii) Trade payables 21
Due to micro enterprises and small enterprises 7 4
Due to others 1,872 1,803
(iii) Other financial liabilities 22 2,745 2,000
(b) Other current liabilities 23 1,899 1,749
(c) Provisions 24 1,341 1,206
(d) Current tax liabilities (net) 56 173
Total current liabilities 8,622 7,637
Total liabilities 8,816 7,684
TOTAL EQUITY AND LIABILITIES 33,638 27,051
Notes forming part of the financial statements 1-49
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
186 187
Consolidated Statement of Cash Flows
for the year ended March 31, 2019
(` million)
Year ended Year ended
31-03-2019 31-03-2018
A. Cash flow from operating activities
Profit/(loss) before tax (excluding exceptional and extraordinary items) 10,314 6,778
Adjustments for:
Depreciation and amortisation 1,042 888
Interest income (8) (1)
Interest paid 19 24
(Profit)/Loss on sale of fixed assets 1 1
Employee stock option forming part of staff expenses 184 209
Dividends received from current investments (173) (77)
Unrealised foreign exchange loss/(gain) 230 (264)
Operating profit before working capital changes 11,609 7,558
Changes in working capital
(Increase)/decrease in trade and other receivables (1,818) (2,288)
Increase/(decrease) in trade and other payables 1,079 543
(Increase)/decrease in working capital (739) (1,745)
Cash generated from operations 10,870 5,813
Direct taxes paid (2,808) (1,721)
Net cash (used in)/from operating activities 8,062 4,092
B. Cash flow from investing activities
Purchase of property, plant and equipment and intangibles (901) (866)
Sale of property, plant and equipment and intangibles 16 15
(Purchase)/ sales of current investments (net) (3,542) (261)
Consideration paid on acquisition of subsidiaries (934) (970)
Cash and cash equivalents acquired pursuant to acquisition of subsidiaries 87 44
Dividends received from current investments 173 77
Interest received 8 1
Net cash (used in)/from investing activities (5,093) (1,960)
C. Cash flow from financing acivities
Equity share capital issued 3 2
Proceeds from/(repayment of) borrowings 2 (317)
Interest paid (19) (25)
Dividend paid (2,024) (817)
Dividend tax (416) (166)
Net cash (used in) / from financing activities (2,454) (1,323)
Net (decrease) / increase in cash and cash equivalents 515 809
Cash and cash equivalents at beginning of the period 1,519 710
Cash and cash equivalents at end of the period 2,034 1,519
Notes:
1 Statement of cash flows has been prepared under the indirect method as set out in the IndAS 7 “Statement of Cash Flows” as specified in
the Companies (Indian Accounting Standards) Rules, 2015.
2 Purchase of fixed assets represents addditions to property, plant and equipment and other intangible assets adjusted for movement of
capital work-in-progress of (a) capital work-in-progress for property, plant and equipment and (b) intangible assets.
3 Cash and cash equivalents included in statement of cash flows comprise the following :
(` million)
Year ended Year ended
31-03-2019 31-03-2018
a) Cash and cash equivalents disclosed under current assets [Note 12] 2,048 1,541
b) Other bank balances disclosed under current assets [Note 13] 3 -
c) Cash and cash equivalents disclosed under non-current assets [Note 7] 5 8
Total cash and cash equivalents as per balance sheet 2,056 1,549
Add: (i) Unrealised exchange (gain)/loss on cash and cash equivalents [Note 12] (14) (22)
Less: (ii) Other bank balances disclosed under current assets [Note 13] 3 -
Less: (iii) Cash and cash equivalents disclosed under non-current assets [Note 7] 5 8
Total cash and cash equivalents as per cash flow statement 2,034 1,519
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
188 189
Consolidated Statement of changes in equity
for the year ended March 31, 2019
A. Equity share capital
(` million except as stated otherwise)
Particulars 01-04-2018 to 31-03-2019 01-04-2017 to 31-03-2018
Number of ` million Number of ` million
shares shares
Issued, subscribed and fully paid up equity shares outstanding 102,456,047 205 101,690,392 203
at the beginning of the year
Add: Shares issued on exercise of employee stock options 1,557,278 3 765,655 2
during the year
Issued, subscribed and fully paid up equity shares outstanding 104,013,325 208 102,456,047 205
at the end of the year
B. Other equity
(` million)
Particulars <------- Reserves and surplus -------> Items of other comprehensive income Total Non- Total
Securities Employee Retained Foreign Hedging Others other controlling
premium share earnings currency reserve equity interest
account options translation
(net) reserve
Balance as at 01-04-2017 10,297 310 3,095 - 962 (11) 14,653 (4) 14,649
Profit for the year (a) - - 5,060 - - - 5,060 6 5,066
Other comprehensive income (b) - - - 4 202 15 221 1 222
(net of taxes)
Total comprehensive income for - - 5,060 4 202 15 5,281 7 5,288
the year (a+b)
Deemed dividend - ESOP - - (225) - - - (225) - (225)
Dividends - - (817) - - - (817) - (817)
Dividend tax - - (166) - - - (166) - (166)
Employees shares options outstanding - (117) - - - - (117) - (117)
Deferred employee compensation - 345 - - - - 345 - 345
expense
Addition/(deduction) during the year 205 - - - - - 205 - 205
Balance as at 31-03-2018 10,502 538 6,947 4 1,164 4 19,159 3 19,162
Balance as at 01-04-2018 10,502 538 6,947 4 1,164 4 19,159 3 19,162
Impact of Ind AS 115 and ECL on - - (22) - - - (22) - (22)
contract asset in opening reserve
[refer note 46(d)]
Profit for the year (c) - - 7,656 - - - 7,656 28 7,684
Other comprehensive income - - - 62 7 (24) 45 - 45
(net of taxes) (d)
Total comprehensive income for - - 7,656 62 7 (24) 7,701 28 7,729
the year (c+d)
Deemed dividend - ESOP - - (9) - - - (9) - (9)
Dividends - - (2,024) - - - (2,024) - (2,024)
Dividend tax - - (416) - - - (416) - (416)
Employees shares options outstanding - (216) - - - - (216) - (216)
Deferred employee compensation - 22 - - - - 22 - 22
expense (net)
Addition/(deduction) during the year 388 - - - - - 388 - 388
Balance as at 31-03-2019 10,890 344 12,132 66 1,171 (20) 24,583 31 24,614
As per our report attached For and on behalf of the Board of Directors of
SHARP & TANNAN L&T Technology Services Limited
Chartered Accountants
Firm’s registration no. 109982W
by the hand of
190 191
Notes forming part of Consolidated Financial Statements
point of time of making the investment in the a. Revenue from contracts which are on time and
subsidiary over the Group’s share in the net worth material basis are recognized when services
of a subsidiary. For this purpose, the Group’s share are rendered, and related costs are incurred.
of net worth is determined on the basis of the latest
b. Revenue from fixed-price contracts where the
financial statements, prior to the acquisition, after
performance obligations are satisfied over
making necessary adjustments for material events
time and where there is no uncertainty as to
between the date of such financial statements and
measurement or collectability of consideration,
the date of respective acquisition. Goodwill arising
is recognized as per the percentage-of-
on consolidation is not amortised, however, it is
completion method. Percentage of completion
tested for impairment. In the event of cessation of is determined based on project costs incurred
operations of a subsidiary, the unimpaired goodwill to date as a percentage of total estimated
is written off fully. project costs required to complete the project.
The cost expended (or input) method has been
iii)
Goodwill represents the excess of consideration used to measure progress towards completion
paid over the net value of assets acquired. Goodwill as there is a direct relationship between input
is not amortised, but it is tested for impairment and productivity.
at regular intervals. Refer note l (ii) for accounting
policy on impairment of asset c. Revenues in excess of invoicing are classified
as contract assets (unbilled revenue) while
iv)
Non-controlling interest represents that part of invoicing in excess of revenues are classified as
the total comprehensive income and net assets of contract liabilities (unearned revenue).
subsidiaries attributable to interests which are not
d.
Revenue is measured based on the
owned, directly or indirectly, by the Parent Company.
consideration specified in a contract with a
customer and excludes amounts collected on
f) Operating cycle for current and non-current
behalf of third parties. The Group presents
classification revenue net of discounts, collection charges,
Operating cycle for the business activities of the Group indirect taxes and value-added taxes in its
covers the duration of the project/contract/service and statement of profit and loss.
extends up to the realization of receivables within the
credit period normally applicable to the respective lines e. The Group exercises judgement in determining
of business. whether the performance obligation is
satisfied at a point in time or over a period
g) Revenue recognition of time. The Company considers indicators
(i) Revenue from operations such as how customer consumes benefits
The Group derives revenue from Engineering as services are rendered or who controls the
Research and Development (ER&D) services, which asset as it is being created or existence of
are a set of services provided to manufacturing, enforceable right to payment for performance
technology and process engineering companies, to to date as per contract.
help them develop and build products, processes
f. Refer note 46(d) for impact on adoption of
and infrastructure required to deliver products
Ind AS 115.
and services to their end customers. Revenue is
recognised upon transfer of control of promised
h) Other income
services to customers in an amount that reflects the a) Interest income is accrued on a time proportion
consideration which the Group expects to receive in basis by reference to the principal outstanding and
exchange for those services: the effective interest rate.
b) Dividend income is accounted in the period in which (i) The estimated useful lives are as mentioned below:
the right to receive the same is established.
Sr. Asset class Useful life
No. (in years)
c) Other items of income are accounted as and when
1 Plant and equipment * 12
the right to receive arises and it is probable that the
2 Air-condition and refrigeration * 12
economic benefits will flow to the Group and the
amount of income can be measured reliably. 3 Canteen equipment * 8
4 Laboratory equipment * 8
d)
The Group recognizes government grants 5 Electrical installations * 10
only when there is reasonable assurance that 6 Computers * 3–5
conditions attached to them shall be complied 7 Office equipment * 1–5
with and grants will be received. Government 8 Furniture and fixtures * 7 – 10
grants receivable in the form of duty credit scripts 9 Owned vehicles * 7
is recognized as other income in the statement of 10 Leasehold improvements Lease period
profit and loss in the period in which application *Based on technical evaluation, management believes that the
is made to the government authorities. Grants useful lives as given above best represent the period over which
the assets are expected to be used. Hence the useful lives for these
are disclosed after netting of all expenses which assets is different from the useful lives as prescribed under part C
might not have been incurred by the Group if of schedule II of the Companies Act, 2013.
grant had not been available.
(ii) Estimated useful life of following assets is different
i) Exceptional items than useful life as prescribed in schedule II of the
An item of income or expense which by its size, type Companies Act, 2013.
or incidence requires disclosure in order to improve an
understanding of the performance of the Company is Sr. Category of asset Useful life as Useful life
No. class per schedule II adopted
treated as an exceptional item and the same is disclosed (in years) (in years)
in the notes to accounts.
1 Plant and equipment 15 12
2 Air-condition and 15 12
j) Property, plant and equipment (PPE) refrigeration
PPE is recognised when it is probable that future economic
3 Canteen equipment 15 8
benefits associated with the item will flow to the Group
4 Laboratory 10 8
and the cost of the item can be measured reliably. equipment
5 Electrical installations 10 10
P roperty, plant and equipment are stated at cost net
6 Computers 3–6 3 -5
of tax/duty credits availed, if any, less accumulated
7 Office equipment 5 1- 4
depreciation and cumulative impairment loss, if any.
8 Furniture and fixtures 10 7- 10
P PE not ready for intended use on the date of balance 9 Owned vehicles 6 7
sheet are disclosed as “capital work-in-progress”. Depreciation is not recorded on capital work-in-
progress until construction and installation are
Depreciation is provided for property, plant and complete and the asset is ready for its intended use.
equipment so as to expense the cost over their estimated
useful lives, based on evaluation, using straight-line k) Intangible assets and amortisation
method. The estimated useful lives and residual value Intangible assets are recognised when it is probable that
are reviewed at the end of each reporting period, with the future economic benefits that are attributable to the
the effect of any changes in estimate accounted for on a asset will flow to the Group and the cost of the asset can
prospective basis. be measured reliably.
192 193
Notes forming part of Consolidated Financial Statements
Intangible assets purchased are measured at cost (net assets. In such cases, the recoverable amount is
of tax/duty credits availed, if any) or fair value as of determined for the cash generating unit (CGU) to
the date of acquisition, as applicable, less accumulated which the asset belongs.
amortisation and cumulative impairment, if any.
If the recoverable amount of an asset (or CGU) is
Intangible assets consist of computer software and estimated to be less than its carrying amount, the
technical know-how which are amortised over the useful carrying amount of the asset (or CGU) is reduced
life, on a straight-line basis, as given below: to its recoverable amount. An impairment loss is
recognised in the statement of profit and loss
Asset class Useful life
(in years) Goodwill is tested for impairment annually and if
Specialised software* 3–6 events or changes in circumstances indicate that
Technical knowhow 4 an impairment loss may have occurred. In the
Customer contracts and relationships 4 impairment test, the carrying amount of the cash
Tradename 1 generating unit, including goodwill, is compared
with its fair value. When the carrying amount of
*refer note 42 for change in useful life.
the reporting unit exceeds its fair value, a goodwill
impairment loss is recognised, up to a maximum
l) Impairment of assets
amount of the goodwill related to the cash
i) Trade receivables
generating unit.
The Group assesses at each date of statement of
financial position whether a financial asset or group
m) Employee benefits
of financial assets is impaired. In accordance with
i) Short term employee benefits
IndAS 109, the Group applies expected credit loss
All employee benefits falling due wholly within
(ECL) model for measurement and recognition of
twelve months of rendering the service are classified
impairment loss. As a practical expedient, the Group
as short-term employee benefits. The benefits
uses a provision matrix to determine impairment loss
like salaries, wages, and short term compensated
on portfolio of its trade receivables. The provision
absences and performance incentives are recognized
matrix is based on its historically observed default
in the period in which the employee renders the
rates over the expected life of trade receivables. ECL
related service.
impairment loss allowances (or reversal) recognized
during the period is recognized as an expense/
ii) Post-employment benefits
income respectively in the statement of profit and
a) Defined contribution plan:
loss. Provision for ECL is presented as deduction
The Group’s superannuation fund and
from carrying amount of trade receivables.
state governed provident fund scheme are
classified as defined contribution plans.
ii) Non-financial assets
The contribution paid / payable under the
Tangible and intangible assets
schemes is recognised in the statement of
Property, plant and equipment and intangible
profit and loss in the period in which the
assets (other than goodwill) are evaluated for
employee renders the related service.
recoverability whenever there is any indication that
their carrying amounts may not be recoverable. If
b) Defined benefit plans:
any such indication exists, the recoverable amount
The provident fund scheme managed by trust,
(i.e. higher of the fair value less cost to sell and the
employee’s gratuity fund scheme managed
value-in-use) is determined on an individual asset
by LIC and post-retirement medical benefit
basis unless the asset does not generate cash flows
scheme are the Group’s defined benefit plans.
that are largely independent of those from other
Wherever applicable, the present value of the
obligation under such defined benefit plans which are defined contribution plans, is charged
is determined based on actuarial valuation to the statement of profit and loss in the period in
using the Projected Unit Credit Method, which which employee renders the services.
recognizes each period of service as giving
rise to additional unit of employee benefit n) Leases
entitlement and measures each unit separately (a) Finance leases
to build up the final obligation. Assets acquired under lease where the Group has
substantially all the risk and rewards of ownership
The obligation is measured at the present
are classified as finance leases. Such assets are
value of the estimated future cash-flows.
capitalised at inception of lease at the lower of fair
The discount rates used for determining the
value or present value of minimum lease payments
present value of the obligation under defined
and a liability is created for an equivalent amount.
benefit plans, is based on the market yields
Each lease rental paid is allocated between the
on government bonds as at the balance sheet
liability and the interest cost so as to obtain a
date, having maturity periods approximating
constant periodic rate of interest on the outstanding
to the terms of related obligations. In case of
liability for each period.
funded plans, the fair value of the plan assets
is reduced from the gross obligation under
(b) Operating leases
the defined benefit plans to recognize the
Assets acquired on leases where a significant portion
obligation on net basis.
of the risk and rewards of ownership are retained by
Gains or losses on the curtailment or settlement the lessor are classified as operating leases. Lease
of any defined benefit plan are recognized rentals are charged to the statement of profit and
when the curtailment or settlement occurs. loss on accrual basis.
Past service cost is recognized as expense at the
earlier of the plan amendment or curtailment o) Financial instruments
and when the Group recognizes related Financial assets and liabilities are recognised when the
restructuring costs or termination benefits. Group becomes a party to the contractual provisions of
the instrument. Financial assets and liabilities are initially
Actuarial gains and losses are recognized
measured at fair value. Transaction costs that are directly
immediately in the balance sheet with a
attributable to the acquisition or issue of financial assets
corresponding debit or credit to retained
and financial liabilities (other than financial assets and
earnings through OCI in the period in which
financial liabilities at fair value through profit or loss) are
they occur. Other changes in net defined
added to or deducted from the fair value measured on
benefit obligation like current service cost, past
initial recognition of financial asset or financial liability.
service cost, gains and losses on curtailment
and net interest expense or income are (i) Non-derivative financial assets:
recognized in the statement of profit and loss. a) Financial assets at amortised cost
Financial assets are subsequently measured
iii) Long term employee benefits:
at amortised cost if these financial assets
The obligation for long term employee benefits like
are held within a business model whose
long term compensation absences is recognized in
objective is to hold these assets in order
the similar manner as in the case of defined benefit
to collect contractual cash flows and the
plans as mentioned in (ii) (b) above.
contractual terms of the financial asset give
rise on specified dates to cash flows that are
(iv) Social security plans
solely payments of principal and interest on
Employer’s contribution payable for oversees
the principal amount outstanding. Financial
employees with respect to social security plans,
assets at amortised cost are represented by
194 195
Notes forming part of Consolidated Financial Statements
b) Financial assets at fair value through The effectiveness of hedge instruments to reduce
other comprehensive income the risk associated with the exposure being hedged
Financial assets are measured at fair value is assessed and measured at inception and on an
through other comprehensive income if these ongoing basis. The ineffective portion of designated
financial assets are held within a business hedges are recognised immediately in the statement
model whose objective is achieved by both of profit and loss.
collecting contractual cash flows that give
rise on specified dates to solely payments of The effective portion of change in the fair value of
principal and interest on the principal amount the designated hedging instrument is recognised in
outstanding and by selling financial assets. the other comprehensive income and accumulated
under the heading cash flow hedge reserve.
c) Financial assets at fair value through
profit or loss
Hedge accounting is discontinued when the
Financial assets are measured at fair value hedging instrument expires or is sold, terminated or
through profit or loss unless it is measured at no longer qualifies for hedge accounting. Any gain
amortised cost or at fair value through other or loss recognised in other comprehensive income
comprehensive income on initial recognition. and accumulated in equity till that time remains
The transaction costs directly attributable and is recognised in statement of profit and loss
to the acquisition of financial assets and when the forecasted transaction ultimately affects
liabilities at fair value through profit or loss are the profit or loss. When a forecasted transaction is
immediately recognised in profit or loss. no longer expected to occur, the cumulative gain
or loss accumulated in equity is transferred to the
(ii) Non-derivative financial liabilities: statement of profit and loss.
Financial liabilities are initially recognised at fair
value, and subsequently carried at amortised cost p) Cash and cash equivalents
using the effective interest method. For trade and For the purpose of presentation in the statement of cash
other payables maturing within 1 year from balance flows, cash and cash equivalents includes cash on hand,
sheet date, the carrying amount approximate fair deposits held at call with financial institutions, other short
value due to short maturity of these instruments. term highly liquid investments with original maturity of
three months or less that are readily convertible to known
(iii) Derivative financial instrument amounts of cash and which are subject to an insignificant
Cash flow hedge risk of changes in value.
The Group designates foreign exchange forward &
options contracts as hedge instruments in respect of q) Securities premium account
foreign exchange risks. These hedges are accounted (i) Securities premium includes:
for as cash flow hedges. a) Any share issued for consideration over and
above face value.
The Group uses hedging instruments that are
governed by the policies of the Group which are b) The fair value of the stock options which are
approved by the Board of Directors, which provide treated as expense, if any, in respect of shares
written principles on the use of such financial allotted pursuant to the Company’s stock
derivatives consistent with the risk management options scheme.
strategy of the Group.
196 197
Notes forming part of Consolidated Financial Statements
branch operates. The taxes paid are generally available recognised amounts and where it intends either to settle
for set off against the Indian income tax liability of the on a net basis or to realize the asset and settle the liability
Group’s worldwide income. simultaneously.
Advance taxes and provisions for current income taxes are Deferred tax assets include Minimum Alternative Tax
presented in the balance sheet after off-setting advance (MAT) paid in accordance with the tax laws in India, which
tax paid and income tax provision arising in the same is likely to give future economic benefits in the form of
tax jurisdiction and where the relevant tax paying units availability of set off against future income tax liability.
intends to settle the asset and liability on a net basis. Accordingly, MAT is recognised as deferred tax asset
in the balance sheet when the asset can be measured
Deferred income taxes reliably and it is probable that the future economic
Deferred income tax is recognised using the balance benefit associated with the asset will be realised.
sheet approach. Deferred income tax assets and liabilities
are recognised for deductible and taxable temporary The Group recognizes interest levied related to income
differences arising between the tax base of assets and tax assessments in interest expenses.
liabilities and their carrying amount, except when the
deferred income tax arises from the initial recognition of v) Provisions, contingent liabilities and contingent
an asset or liability in a transaction that is not a business assets
combination and affects neither accounting nor taxable Provisions are recognized for liabilities that can be
profit or loss at the time of the transaction. measured only by using a substantial degree of
estimation, if
Deferred income tax asset are recognised to the extent
i) The Group has a present obligation as a result of a
that it is probable that taxable profit will be available
past event;
against which the deductible temporary differences and
the carry forward of unused tax credits and unused tax ii)
A probable outflow of resources is expected to
losses can be utilized. settle the obligation; and
For operations carried out in SEZs, deferred tax assets Contingent assets are neither recognized nor disclosed.
or liabilities, if any, have been established for the
Provisions, contingent liabilities and contingent assets are
tax consequences of those temporary differences
reviewed at each balance sheet date.
between the carrying values of assets and liabilities
and their respective tax bases that reverse after the tax
w) Commitments
holiday ends.
Commitments are future liability for contractual
expenditure. Commitment are classified and disclosed
Deferred tax assets and liabilities are offset when the
as follows:
Group has a legally enforceable right to set off the
i) Estimated amount of contracts remaining to be basis. Revisions to accounting estimates include useful
executed on capital account and not provided for, lives of property, plant and equipment & intangible
assets, allowance for doubtful debts/advances, future
ii) Other non-cancellable commitments, if any, to the
obligations in respect of retirement benefit plans,
extent they are considered material and relevant in
expected cost of completion of contracts, provision for
the opinion of management.
rectification costs, future cash inflows (net) for hedging
purpose, fair value measurement etc. Difference, if any,
ther commitments related to sales/procurements made
O
between the actual results and estimates is recognised in
in the normal course of business are not disclosed to
the period in which the results are known.
avoid excessive details.
198 199
Notes forming part of Consolidated Financial Statements
3. Recent accounting pronouncements (for a period of twelve months or less) and (b) leases of
Ministry of Corporate Affairs (“MCA”) through low value assets.
Companies (Indian Accounting Standards) Amendment
Rules, 2018 has notified the following new and The standard permits two possible methods of transition:
amendments to Ind ASs which the Company has not • etrospective approach - Under this approach the
R
applied as they are effective for annual periods beginning standard will be applied retrospectively to each prior
on or after April 1, 2019: reporting period presented in accordance with Ind
AS 8 - Accounting Policies, Changes in Accounting
Ind AS 116 – Leases
Estimates and Errors
The Ministry of Corporate Affairs notified Ind AS 116
“Leases” in respect of accounting periods commencing • Modified retrospective approach - Retrospectively
on or after April 1, 2019 superseding Ind AS 17 “Leases”. with cumulative effect of initially applying the
standard recognized at the date of initial application.
Ind AS 116 introduces significant changes to lease
accounting model. It eliminates the classification of leases On preliminary assessment, the Group expects that the
as either operating lease or finance lease for a lessee and effect of adoption as on transition date would result in an
instead all the leases are treated similar to a finance lease. increase in right of use assets approximately by ` 3,546
Under the revised model, lessee would recognise a right- Mn and an increase in lease liability approximately by
of-use asset and a corresponding liability for all leases. ` 3,886 Mn.
The standard, however, does not require an entity to
recognize assets and liabilities for (a) short- term leases
Previous year figures 1,757 4 410 - 151 2,020 567 - 336 1 134 770 1,250 -
Capital Work-in-progress - 1
Corporate Overview
**Refer note 34
Specialised softwares 1,327 - 187 - - 1,514 916 - 234 - - 1,150 364 411
Technical knowhow 143 - - - - 143 143 - - - - 143 - -
Customer Contracts and 851 355 - 52 - 1,258 339 - 259 32 - 630 628 512
relationships *
Tradename 63 39 - 4 - 106 63 - 39 4 - 106 - -
Non-compete agreements - - - - - - - - - - - - - -
Other intangibles 2,384 394 187 56 - 3,021 1,461 - 532 36 - 2,029 992 923
Notes forming part of Consolidated Financial Statements
subtotal (b)
Total (a+b) 7,305 780 187 114 - 8,386 1,461 - 532 36 - 2,029 6,357 5,844
Previous year figures 5,865 1,309 136 (5) - 7,305 917 - 552 (8) - 1,461 5,844 -
200
119-240
201
Notes forming part of Consolidated Financial Statements
differences
MAT credit entitlement (1,272) - 152 - - - (1,120)
Net deferred tax assets (272) (6) 145 22 - (15) (126)
Corporate Overview
202
119-240
Financial Statements
203
Notes forming part of Consolidated Financial Statements
10 Investments
Investments - current
(` million)
As at As at
31-03-2019 31-03-2018
Quoted
Investment carried at fair value through profit and loss
Investment in mutual funds
Birla Sunlife Cash Plus Fund - Direct Plan - Daily Dividend Reinvestment 350 261
Birla SunLife Money Manager Fund - Direct Plan - Daily Dividend Reinvestment 202 -
Birla Sunlife Short Term Fund- Direct Plan - Monthly Dividend Reinvestment - 52
HDFC Liquid Fund - Direct Plan - Daily Dividend Reinvestment - 15
Invesco India Money Fund - Direct Plan - Daily Dividend Reinvestment 90 -
HDFC FMP 92 D FEB 2018 - 101
Kotak Liquid Fund - Direct - Daily Dividend Reinvestment 500 -
Sundaram Money Fund -Direct Daily Dividend Reinvestment 651 -
DSP BlackRock Liquidity Fund - Direct - Daily Dividend Reinvestment 552 -
ICICI Prudential Liquid - Direct Plan - Daily Dividend Reinvestment - 163
L&T Liquid Fund - Daily Dividend Reinvestment 71 1,026
HSBC Cash Fund - Direct - Daily Dividend Reinvestment 430 -
Reliance Liquid Fund Treasury Plan - Daily Dividend Reinvestment 581 280
Axis Liquid Fund - Direct - Daily Dividend Reinvestment 581 -
Invesco India Liquid Fund - Direct Daily Dividend Reinvestment 490 -
Tata Liquid Fund - Direct - Daily Dividend Reinvestment 673 -
UTI Liquid Fund - Cash Plan - Daily Dividend Reinvestment 578 309
5,749 2,207
Aggregate amount of quoted investment at cost 5,748 1,944
Aggregate amount of quoted investment at market value 5,749 1,946
14 Loans - current
(` million)
As at As at
31-03-2019 31-03-2018
Unsecured, considered good
Others - 1
- 1
204 205
Notes forming part of Consolidated Financial Statements
(` million)
As at As at
31-03-2019 31-03-2018
17.2 Issued, subscribed and fully paid up
Issued, subscribed and fully paid up equity shares outstanding at the beginning 205 203
of the year [102,456,047 (previous year: 101,692,392) equity shares of ` 2 each]
Add: shares issued on exercise of employee stock options during the year 3 2
[1,557,278 (previous year: 765,655) equity shares of ` 2 each]
Issued, subscribed and fully paid up equity shares outstanding at the end of the year 208 205
[104,013,325 (previous year: 102,456,047) equity shares of ` 2 each]
17.4 Shareholders holding more than 5% of equity shares as at the end of the period
Equity shares No. of shares No. of shares
No. of shares % Holding No. of shares % Holding
Larsen & Toubro Limited 82,050,531 78.88% 90,822,100 88.64%
82,050,531 90,822,100
17.6 In the period of five years immediately preceding March 31, 2019:
Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash - Nil
(previous year: Nil)
Aggregate number and class of shares allotted as fully paid up by way of bonus shares - Nil (previous year: Nil)
Aggregate number and class of shares bought back - Nil (previous year: Nil)
ii) The exercise period for the options granted under the ESOP Scheme, 2016 would be seven years (84 months) from the date
of grant of options or six years from the date of first vesting or three years (36 months) from the date of retirement/death,
whichever is earlier, subject to any change as may be approved by the Board. The exercise price may be decided by the Board,
in such manner, during such period, in one or more tranches and on such terms and conditions as it may deem fit, provided
that the exercise price per option shall not be less than the par value of the equity share of our Company and shall not be
more than the market price as defined in the SEBI (Share Based Employee Benefits) Regulations, 2014 and shall be subject
to compliance with accounting policies under the said regulation. The number of shares to be allotted on exercise of options
should not exceed the total number of unexercised vested options that may be exercised by the employee.
206 207
Notes forming part of Consolidated Financial Statements
iv) No options were granted to key managerial personnel during the current year (previous year - Nil).
v) The number and weighted average exercise price of stock options are as follows:
Particulars 2018-19 2017-18
No. of Weighted No. of Weighted
stock options average exercise stock options average exercise
price (`) price (`)
Options granted and outstanding at 3,224,945 2 3,980,000 2
the beginning of the year
Options granted during the year 235,000 2 193,900 2
Options allotted during the year 1,557,278 2 765,655 2
Options lapsed during the year 164,000 2 183,300 2
Options granted and outstanding at 1,738,667 2 3,224,945 2
the end of the year
Options exercisable at the end of 82,187 2 1,082,345 2
the year out of -(a) above
vi) Weighted average share price at the date of exercise for stock options exercised during the year is ` 1,435.59 per share.
(previous year ` 849.70 per share).
vii) No options expired during the periods covered in the above table.
viii) Expense on Employee Stock Option Schemes debited to the statement of profit and loss during 2018-19 is ` 184 million
(previous year: ` 209 million).
ix) The fair value at grant date of options granted during the year ended 31-03-2019 was ` 1,281.80 (previous year: ` 737.10).
The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, term of
option, share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk
free interest rate for the term of the option. The model inputs for options granted during the year included:
17.9 Dividends
(a) During the year ended March 31, 2019, the Company paid the final dividend of ` 12 per equity share for the
year ended March 31, 2018.
(b) On October 25, 2018, the Company paid an interim dividend of ` 7.50 per equity share for the year ended
March 31, 2019.
(c) On May 3, 2019, the Board of Directors of the Company have recommended the final dividend of ` 13.50 per
equity share for the year ended March 31, 2019 subject to approval by the shareholders at the forthcoming
annual general meeting. On approval, the total dividend payment based on number of shares outstanding as on
March 31, 2019 is expected to be ` 1,404 million and the payment of dividend distribution tax is expected to
be ` 289 million.
18 Other equity
(` million)
As at 31-03-2019 As at 31-03-2018
Securities premium account [note 2(q)] 10,890 10,502
Share options outstanding account
[note 2(s)]
Employee share options outstanding 619 835
Deferred employee compensation expense (275) 344 (297) 538
Retained earnings 12,132 6,947
Cash flow hedge reserve [note 2(o)(iii)] 1,171 1,164
Foreign currency translation reserve 66 4
Other items of other comprehensive income (20) 4
24,583 19,159
The components of other equity include the Group’s share in the respecitve reserves of its subsidiaries. Reserves attributable to non-
controlling interest is reported seperately in the consolidated balance sheet. Retained earnings comprise Group’s share in general
reserve and balance of profit and loss.
208 209
Notes forming part of Consolidated Financial Statements
20 Borrowings - current
(` million)
As at As at
31-03-2019 31-03-2018
Short term unsecured loans from banks 276 702
Loans repayable on demand from banks* 426 -
702 702
*Loans repayable on demand from bank comprises of fund based working capital facility i.e. overdraft. Out of total overdraft, ` 23
million is secured by hypothecation of trade receivables. Amount of trade receivables that are pledged as collateral: ` 700 million.
(previous year: ` 1000 million).
26 Other income
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Foreign exchange gain(i) 933 1,147
Profit/(loss) on sales of fixed asset (net of gain of ` 3 million, previous year: (1) (1)
` 8 million)
Dividend income and gain/(loss) from mutual fund 173 77
Bank interest received 8 1
Miscellaneous income(ii) (iii) 1,115 710
Net gain/(loss) on fair valuation of investment - -
2,228 1,934
(i) The foreign exchange gain reported above includes ` 704 million (previous year: ` 997 million) being effective portion
of the gain/loss on derivative instruments which are designated as cash flow hedges.
(ii) Includes income of ` 276.30 million (net) (previous year: ` 645.59 million) pertaining to export licenses.
(iii) Includes income of ` 751.71 million towards release and waiver of employees - refer note 43.
210 211
Notes forming part of Consolidated Financial Statements
28 Other expenses
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Subcontracting and component charges 1,979 1,207
Engineering, professional, technical and consultancy fees 2,486 1,933
Cost of computer software 867 537
Travelling and conveyance 791 627
Rent and establishment expenses 927 696
Telephone, postage and other communciation charges 294 210
Legal and professional charges 372 391
Advertisement and sales promotion expenses 223 170
Recruitment expenses 216 148
Repairs to buildings and machineries 356 271
General repairs and maintenance 108 77
Power and fuel 148 123
Equipment hire charges 11 7
Insurance charges 81 52
Rates and taxes 26 29
Bad debts written off 29 24
Less : Allowance for doubtful debts written back - (126)
Allowances for doubtful debts on trade receivable 155 69
ECL on unbilled revenue 13 -
Overheads charged by group companies 239 302
Trademark fees 76 56
Corporate social responsibility expenditure 101 56
Miscellaneous expenses 339 201
9,837 7,060
29 Finance costs
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Interest paid
Interest expenses 19 24
19 24
212 213
Notes forming part of Consolidated Financial Statements
32 Estimated amount of contracts remaining to be executed on capital account (net of advances) and
not provided for: ` 179 Mn. (previous year: ` 99 Mn.).
33 Corporate guarantee
(` million)
Year ended Year ended
31-03-2019 31-03-2018
Corporate guarantee 1,196 1,128
1,196 1,128
(Corporate Guarantee of USD 16.5 million ( previous year: USD 16.5 million) issued to Bank of America for securing borrowings of L&T
Technology Services LLC, USA and USD 0.8 million ( previous year: 0.8 million.) issued to Bank of America for securing borrowings of
Esencia Technologies Inc., USA.)
34 Disclosures pursuant to Indian accounting standard (IND AS) 103 “Business combinations” :
On October 15, 2018 the Group acquired 100% stake in an India based company, Graphene Semiconductor Services
Private Limited (‘Graphene’) along with its wholly owned subsidiaries. Graphene provides end-to-end solutions — from chip
design and embedded software, through to providing support to mass manufacturing, thereby being a one-stop service and
solution provider. Graphene’s strong offshore presence, coupled with expertise in complete VLSI Chip Design & Embedded
Software will be a force multiplier for the Group and will enhance the capabilities in the Semiconductor & Product OEM
space.
i) Details of purchase consideration:
Particulars (` million)
Cash paid 667
Contingent consideration 115
Total purchase consideration 782
vi)
The Group has recognised contingent consideration in accordance with terms of share purchase and
subscription agreement. The maximum contingent consideration ` 130 million is payable to the promoters
of Graphene upon the achievement of financial targets for financial year ended March 31, 2019. The fair value
of contingent consideration ` 115 million is determined by assigning probabilities of achievement of targets.
The fair value of contingent consideration as on March 31, 2019 is estimated at ` 126 million. The effect of change
in fair value of contingent consideration ` 11 million is recognised in the statement of profit and loss.
vii) The acquired business of Graphene contributed revenues of ` 386 million and profits of ` 52 million to the group
from acquisition date to March 31, 2019. If Graphene was acquired from April 1, 2018, they would have reported
revenue of ` 842 million and profit after tax of ` 113 million during 2018-19.
214 215
Notes forming part of Consolidated Financial Statements
ii) Carrying amounts of hedge instruments for which hedge accounting is followed:
(` million)
Cashflow hedge As at 31-03-2019 As at 31-03-2018
Current Non- Total Current Non- Total
current current
Other financial assets 489 961 1,450 1,044 335 1,379
Other financial liabilities (88) (60) (148) (85) (18) (103)
Total 401 901 1,302 958 317 1,276
36 Segment reporting
(a) Description of segments and principal activities
The Group’s management examines the Group’s performance both from industry and geographic perspective and has
identified five reportable segments of its business:
1: Transportation: The Group offers engineering services and solutions over the complete spectrum of the
transportation industry, that includes OEM and Tier 1 suppliers in automotive, trucks and off-highway vehicles,
aerospace and rail industries. The segment delivers end-to-end services from concept to detailed design through
manufacturing, testing, after-market and sourcing support helping OEMs and Tier 1s develop products in a
cost-effective manner. The Group also helps its clients develop cutting-edge transportation technologies such as
autonomous driving, electric vehicle and drones.
2: Process industry: The plant engineering practice provides end to end engineering services for leading plant
operators across the globe. The Group provides services in E/EPCM, engineering reapplication and global rollouts,
plant sustenance and management, regulatory compliance engineering along with chemical, consumer packaged
goods (FMCG) and energy and utility sector clients. The Group specializes in traditional engineering procurement
construction management (EPCM) and operational maintenance projects, as well as contemporary digital engineering
enterprises. The Group is advancing its engineering footprint to encompass the digital sphere and working with
customers on ‘Smart Manufacturing’ technologies such as automation, IoT, analytics, and augmented reality (AR).
3: Industrial products: Industrial products practice helps original equipment manufacturer (OEM) customers across
building automation, home and office products, energy, process control and machinery. The Group’s expertise in
engineering industrial products helps customers drive innovation and efficiency, and retain a competitive edge. The
Group helps streamline the product development value chain, enabling customers spearhead business growth.
T his Industrial Products segment offers end-to-end product development counsel, leveraging expertise spanning
software, electronics, connectivity, mechanical engineering, industrial networking protocols, user interface/user
experience (UI/UX), test frameworks and enterprise control solutions.
4: Medical devices: The Group’s domain expertise, supported by its technological capabilities, helps medical device
OEMs address industry challenges, accelerate time to market, and optimize costs. The Group focuses on delivering
solutions in diagnostics, patient mobility services, musculoskeletal services, life sciences, surgical services, cardiovascular,
home healthcare and general medical.
216 217
Notes forming part of Consolidated Financial Statements
5: Telecom: The Group’s expertise in digital engineering such as the cloud, internet of things (IoT), artificial intelligence,
data analytics and other areas in telecom domain enables its partners to leverage the right telecommunications strategy.
With expertise in product variant development, 5G capabilities, simulations and automation, product and mid of life
support, the Group is a one stop-solution for the clients. It also provides futuristic solutions and IP Cores that address
some of the pressing needs of the semiconductor industry. The Group’s narrow band IoT (nBIoT) solution provides the
complete IoT device management designed with low memory and low power footprint enabling easy integration to
custom target platforms.
The Group’s experience in product development, digitalization, user experience engineering, and testing and
certification enables the customers to expand to new markets, innovate newer and smarter products, and roll-out
products faster and cheaper. The Group’s designs for 3D cameras, speech recognition, smart glasses and connectivity
programs involving wireless mesh networks are seeing increasing traction from the industry.
The management primarily uses a measure of earnings before interest, tax, depreciation and amortisation (EBITDA, see
below) to assess the performance of the operating segments.
(i) P rimary segments are defined based on the industries from which revenues are derived and segmental results are
as under:
(` million)
Particulars Transportation Process Industrial Medical Telecom & Total
Industry Products Devices Hi-tech
Revenue 16,186 7,220 10,196 3,378 13,803 50,783
% to Total 31.9% 14.2% 20.1% 6.7% 27.1% 100.0%
11,910 4,834 8,531 2,535 9,661 37,471
% to Total 31.8% 12.9% 22.8% 6.8% 25.7% 100.0%
Segment operating profits 2,702 1,642 2,542 839 2,150 9,875
% to Revenue 16.7% 22.7% 24.9% 24.8% 15.6% 19.4%
1,428 941 1,848 512 1,220 5,949
% to Revenue 12.0% 19.5% 21.7% 20.2% 12.6% 15.9%
Un-allocable expenses (net) 728
193
Other income 2,228
1,934
Operating profit 11,375
7,690
Finance cost 19
24
Depreciation 1,042
888
Profit before extraordinary items and tax 10,314
6,778
(ii) Segmental reporting of revenues on the basis of the geographical location of the customers is as under:
(` million)
Particulars North Europe India ROW Total
America
External revenue by location of customers 29,266 8,600 6,808 6,109 50,783
22,540 6,475 4,067 4,389 37,471
Fixed assets used and liabilities contracted for performing the Group’s business have not been identified to any of the
above reported segments as the fixed assets and services are used inter-changeably among segments.
218 219
Notes forming part of Consolidated Financial Statements
The Group may enter into foreign currency forward contracts with financial institutions to protect against foreign
exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted
future cash flows and net investments in foreign subsidiaries. The Group’s practice is to hedge a portion of its material
net foreign exchange exposures with tenors in line with the projected exposure based on future business growth.
However, the Group may choose not to hedge certain foreign exchange exposures for a variety of reasons, including
but not limited to accounting considerations and the prohibitive economic cost of hedging particular exposures. The
Group may also not hedge 100% given the uncertainty with business projections and hence the exposure gets hedged
progressively in lower amounts.
To provide a meaningful assessment of the foreign currency risk associated with the Group’s foreign currency
derivative positions against off balance sheet exposures and unhedged portion of on-balance sheet exposures, the
Group uses a multi-currency correlated value-at-risk (“VAR”) model. The VAR model uses a Monte Carlo simulation
to generate thousands of random market price paths for foreign currencies against Indian rupee taking into account
the correlations between them. The VAR is the expected loss in value of the exposures due to overnight movement
in spot exchange rates, at 95% confidence interval. The VAR model is not intended to represent actual losses but is
used as a risk estimation tool. The model assumes normal market conditions and is a historical best fit model. The
overnight VAR for the Group at 95% confidence level is ` 258.0 million as of March 31, 2019 and ` 153.8 million
as of March 31, 2018.
Actual future gains and losses associated with the Group’s investment portfolio and derivative positions may differ
materially from the sensitivity analyses performed as of March 31, 2019 due to the inherent limitations associated with
predicting the timing and amount of changes in foreign currency exchanges rates and the Group’s actual exposures
and position.
The Group reviews trade receivables on periodic basis and makes provision for doubtful debts if collection is doubtful.
The Group also calculates the expected credit loss (ECL) for non-collection and for delay in collection of receivables.
The Group makes additional provision if the ECL amount is higher than the provision made for doubtful debts. In
case the ECL amount is lower than the provision made for doubtful debts, the Group retains the provision made for
doubtful debts without any adjustment.
The provision for doubtful debts including ECL allowances for non-collection of receivables and delay in collection,
on a combined basis, was ` 254 million as at March 31, 2019 and ` 99 million as at March 31, 2018. The movement
in allowances for doubtful accounts comprising provision for both non-collection of receivables and delay in
collection is as follows:
(` million)
2018-19 2017-18
Opening balance of allowances for doubtful accounts 99 166
Allowances recognized (reversed) 155 (68)
Closing balance of allowances for doubtful accounts 254 99
The percentage of revenue from its top five customers is 26.41% for 2018-19 (27.1% for 2017-18).
The counter-party risk that the Group is exposed to is principally for financial instruments taken to hedge its foreign
currency risks. The counter-parties are mainly banks and the Group has entered into contracts with the counterparties
for all its hedge instruments.
The Group invests its surplus funds in liquid investments and mitigates the risk of counter-party failure by investing
with institutions having good credit rating.
v) Liquidity risk
The Group manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to
funding through an adequate amount of committed credit lines.
Management regularly monitors the position of cash and cash equivalents vis-à-vis projections. Assessment of maturity
profiles of financial assets and liabilities including debt financing plans and maintenance of balance sheet liquidity
ratios are considered while reviewing the liquidity position.
(` million)
Financial liabilities Less than 1 year More than 1 year Total
Borrowings 702 - 702
Trade payables 1,879 - 1,879
Other financial liabilities 2,657 - 2,657
Total 5,238 - 5,238
220 221
Notes forming part of Consolidated Financial Statements
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the
reporting period.
222 223
Notes forming part of Consolidated Financial Statements
(iv) Fair value of financial assets and financial liabilities measured at amortised cost:
The carrying amounts of all financials assets and financial liabilities are considered to be the same as their fair values owing
to their short term nature.
The applicable Indian statutory tax rate for fiscal 2019 and fiscal 2018 is 34.94% and 34.61% respectively.
Overseas taxes are on account of income taxes payable overseas, principally in the United States of America. In India, the
Company has benefited from certain tax incentives that the Government of India has provided to the export of software
for the units registered under the Special Economic Zones Act, 2005(SEZ). SEZ units which commenced operations on or
after April 1, 2005 are eligible for a deduction of 100 percent of profits or gains derived from the export of services for
the first five years from the financial year in which the unit commenced the provision of services and 50 percent of such
profits or gains for further five years. Upto 50% of such profits or gains is also available for a further five years subject to
creation of a Special Economic Zone re-Investment Reserve out of the profit of the eligible SEZ units and utilization of such
reserve by the Company for acquiring new plant and machinery for the purpose of its business as per the provisions of the
Income tax Act, 1961.
40 Employee benefits
a) The amounts recognised in balance sheet are as follows:
(` million)
Gratuity plan Post retirement medical Self-managed
benefit plan provident fund plan
As at As at As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018 31-03-2019 31-03-2018
A. Present value of defined
benefit obligation
Wholly funded 627 576 - - 4,138 3,292
Wholly unfunded 13 8 59 49 - -
Total (a) 640 584 59 49 4,138 3,292
Less: Fair value of plan assets (b) 540 453 - - 4,163 3,320
Amount to be recognised as 100 131 59 49 (25) (28)
liability or (asset) (a-b)
B. Amounts reflected in the
balance sheet
Liabilities 100 131 59 49 62 47
Assets - - - - - -
Net liability / (asset) 100 131 59 49 62 47
224 225
Notes forming part of Consolidated Financial Statements
d) The changes in the present value of defined benefit obligation representing reconciliation of opening and
closing balances thereof are as follows:
(` million)
Gratuity plan Post retirement medical Self-managed
benefit plan provident fund plan
As at As at As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018 31-03-2019 31-03-2018
Opening balance of the present 584 397 49 74 3,292 2,445
value of defined benefit obligation
Transfers in/(out) - - - - 231 400
Current service cost 105 80 20 21 224 147
Past service cost - 17 - - - -
Interest on defined benefit 40 27 4 5 306 222
obligation
Remeasurements due to : - - - - - -
Actuarial loss/(gain) arising from 16 (25) 5 (8) - -
change in financial assumptions
Actuarial loss/(gain) arising - 6 3 (54) - -
from change in demorgaphic
assumptions
Actuarial loss/(gain) arising on 19 48 (22) 11 - -
account of experience changes
Contribution by plan participants - - - - 484 341
Benefits paid -66 (29) - - (401) (263)
Due to members - unclaimed - - - - 2 -
Liabilities assumed / (settled) -57 63 - - - -
Liabilities extinquished on - - - - - -
settlements
Closing balance of the present 640 584 59 49 4,138 3,292
value of defined benefit obligation
The Company expects to contribute ` 100 million towards its gratuity plan in FY 2019-20.
e) C
hanges in the fair value of plan assets representing reconciliation of the opening and closing balances
thereof are as follows:
(` million)
Gratuity plan Self-managed
provident fund plan
As at As at As at As at
31-3-2019 31-3-2018 31-3-2019 31-3-2018
Opening balance of the fair value of the plan assets 453 318 3,320 2,460
Expected return on plan assets - - 306 222
Add / (less) : transfer in/(out) - - 231 7
Add/(less) : actuarial gains/(losses) - - 34 430
Employer's contributions 132 143 219 140
Contributions by plan participants - - 455 324
Interest on plan assets 33 21 - -
Administration expenses - - - -
Remeasurements due to : - - - -
Actual return on plan assets less interest on plan assets (11) - - -
Benefits paid (66) (28) (401) (263)
Closing balance of the plan assets 540 453 4,163 3,320
226 227
Notes forming part of Consolidated Financial Statements
f) Sensitivity analysis :
(` million)
Gratuity plan Post retirement medical
benefit plan
As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018
Impact of increase in 100 bps on defined benefit obligation
Discount rate -5.27% to -5.27% to
-10.19% -7.17%
Salary escalation rate 5.8% to 5.8% to
13.02% 9.07%
Impact of decrease in 100 bps on defined benefit obligation
Discount rate 5.84% to 5.84% to
12.14% 9.02%
Salary escalation rate -5.34% to -5.35% to
-11.05% -7.89%
Discount rate
Impact of increase in 100 bps on defined benefit obligation -17.72% -16.94%
Impact of decrease in 100 bps on defined benefit obligation 23.30% 22.26%
Healthcare costs rate
Impact of increase in 100 bps on defined benefit obligation 19.61% 18.72%
Impact of decrease in 100 bps on defined benefit obligation -15.46% -14.79%
Life expectancy
Impact of increase in 1 year on defined benefit obligation 0.44% 0.30%
Impact of decrease by 1 year on defined benefit obligation -0.47% -0.31%
i. The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur and changes in some of the assumptions may be correlated.
ii. The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the
prior period.
g) The major categories of plan assets as a percentage of total plan assets are as follows:
(` million)
Gratuity plan Self-managed
provident fund plan
As at As at As at As at
31-03-2019 31-03-2018 31-03-2019 31-03-2018
Government of India securities 23.64% 23.04%
State government securities 24.00% 20.03%
Corporate bonds 20.91% 17.27%
Scheme Scheme
Fixed deposits under Special Deposit Scheme framed by central 5.33% 8.20%
with LIC with LIC
government for provident funds
Public sector bonds 22.00% 28.45%
Mutual Funds 4.12% 3.01%
h) Principal actuarial assumptions at the Balance Sheet date (expressed as weighted averages):
(` million)
As at As at
31-03-2019 31-03-2018
1 Discount rate:
(a) Gratuity plan 7.05% to 7.7% 7.50% to 7.65%
(b) Post retirement medical benefit plan 7.05% 7.50%
2 Annual increase in healthcare costs 5.00% 5.00%
3 Salary growth rate 4% to 6% 5% to 7%
4 Attrition rate 1% to 25% for 1% to 25%
various age for various age
groups groups
Risk exposure
i. Gratuity
The Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent
to fifteen days last salary drawn for each completed year of service. The same is payable on termination of service
or retirement whichever is earlier. The benefit vests after five years of continuous service. The trustees of the plan
have outsourced the investment management of the fund to an insurance company. The insurance company in
turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is
within the permissible limits prescribed in the insurance regulations.
ii. Post retirement medical benefits plan
The Post-retirement medical care plan provides for reimbursement of health care costs to certain categories of
employees post their retirement. The reimbursement is subject to an overall ceiling sanctioned based on cadre of the
employee at the time of retirement. The plan is unfunded. Employees do not contribute to the plan.
iii. The weighted average duration of the gratuity plan is 5.54 years ( previous year: 5.54 years) and post retirement
medical benefits plan is 20.21 years (previous year: 19.31 years).
i) The amounts pertaining to defined benefit plans for the current year are as follows:
(` million)
As at As at
31-03-2019 31-03-2018
Gratuity plan (wholly funded)
1 Defined benefit obligation 640 583
2 Plan assets 540 453
3 (Surplus) / deficit 100 131
4 Experience Adjustments plan liabilities - -
5 Experience Adjustments plan assets - -
Post retirement medical benefit plan (wholly unfunded)
1 Defined benefit obligation 59 49
2 Experience Adjustments plan liabilities - -
3 Experience Adjustments plan assets - -
Self - managed provident fund plan (wholly funded)
1 Defined benefit obligation 4,138 3,292
2 Plan assets 4,163 3,320
3 (Surplus) / deficit (25) (28)
228 229
Notes forming part of Consolidated Financial Statements
41 Leases
The lease rentals charged during the period are as under
(` million)
As at As at
31-03-2019 31-03-2018
Lease rentals recognized during the period 944 750
The Group avails office space under non-cancellable operating leases. The Group recognizes rent expense on a straight-
line basis over the non-cancellable lease term. Future minimum lease rentals payable under non-cancellable operating
leases as per the rentals stated in the respective agreements are as follows:
(` million)
As at As at
31-03-2019 31-03-2018
Future minimum lease payable
Not later than 1 year 845 650
Later than 1 year and not later than 5 years 2,483 2,192
Later than 5 years 639 811
The operating lease arrangements, are renewable on a periodic basis and for most of the leases extend upto a maximum
of ten years from their respective dates of inception and relates to rented premises. Some of these lease agreements have
price escalation clauses.
Of the total consideration, Esencia had received an initial consideration of US$ 3.50 million in exchange for intellectual
property assignment (US$ 2.97 million) and for release of certain employees (US$ 0.53 million). The amount attributable
towards assignment of intellectual property, based on its fair value as determined by an independent appraiser, was
recorded as revenue and the amount received for release of employees was recorded as other income in the consolidated
statement of profit and loss.
Of the balance consideration receivable in subsequent years on fulfilment of certain conditions, US$ 12 million has been
received in April 2018 and accounted as other income in the consolidated statement of profit and loss in the current year.
The balance consideration of US$ 1.50 million will be accounted for when the said conditions are fulfilled and the
amount is received.
230 231
Notes forming part of Consolidated Financial Statements
Non-executive directors
Mr. A.M. Naik
Mr. S. N. Subrahmanyan
44(1) (iv) List of related parties with whom there were transactions during the year:
Name Relationship
Larsen & Toubro Limited Holding company
Larsen & Toubro Infotech Limited Fellow subsidiary
Larsen & Toubro Infotech Canada Limited Fellow subsidiary
Larsen & Toubro Infotech GmbH Fellow subsidiary
Larsen & Toubro Infotech South Africa (PTY) Limited Fellow subsidiary
Larsen & Toubro (East Asia) SDN.BHD Fellow subsidiary
L&T Valves Limited Fellow subsidiary
L&T Metro Rail (Hyderabad) Limited Fellow subsidiary
L&T Hydrocarbon Engineering Limited Fellow subsidiary
Kesun Iron & Steel Company Private Limited Fellow subsidiary
L&T Overseas Projects Nigeria Limited Fellow subsidiary
Servowatch Systems Limited Fellow subsidiary
Larsen & Toubro Saudi Arabia LLC Fellow subsidiary
Spectrum InfoTech Private Limited Fellow subsidiary
L&T-Sargent & Lundy Limited Joint Venture
44 (1) (v) Name of post-employment benefit plans with whom transactions were carried out during the year:
Larsen & Toubro Officers & Supervisory Staff Provident Fund
L&T Technology Services Limited Employee Group Gratuity Scheme
232 233
Notes forming part of Consolidated Financial Statements
(` million)
Transaction 2018-19 2017-18
- Larsen & Toubro Infotech Gmbh 3 -
- Larsen & Toubro Saudi Arabia LLC - 17
Services rendered by the Company :
Holding company 9 8
- Larsen & Toubro Limited 9 8
Fellow subsidiaries 8 36
- Larsen & Toubro Infotech GmbH - 1
- Larsen & Toubro Infotech Limited 5 5
- L&T Hydrocarbon Engineering Limited - 22
- Servowatch Systems Limited 3 7
Trademark fees :
Holding company 76 56
- Larsen & Toubro Limited 76 56
Reimbursement of expense incurred on the Company's behalf :
Holding company - 3
- Larsen & Toubro Limited - 3
Interim dividend paid - Equity :
Holding company 1,630 730
- Larsen & Toubro Limited 1,630 730
Transactions with trust managed employees provident fund
Towards employer's contribution 222 137
Transactions with approved gratuity fund
Towards employer's contribution 130 76
(` million)
Particulars As at 31-03-2019 As at 31-03-2018
Loans and advances recoverable :
Holding company 1 -
- Larsen & Toubro Limited 1 -
Fellow subsidiaries 4 6
- Kesun Iron & Steel Company Private Limited 2 2
- Servowatch Systems Limited 2 3
234 235
45 Additional information required by Schedule III
Additional disclosure pursuant to schedule III to the Companies Act, 2013 as at 31-03-2019
(` million)
Name of the entity Net assets i.e., total Share in Share in other Share in total
assets minus total profit or loss comprehensive income comprehensive income
liabilities
As % of Amount As % of Amount As % of Amount As % of Amount
subsidiaries
Total owners's share 19,367 5,060 221 5,281
22-118
Statutory Reports
236
119-240
Financial Statements
237
Notes forming part of Consolidated Financial Statements
48 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2019.
238 239
Statement Containing Salient Features of the Financial Statements of
Subsidaries/Associate Companies/Joint Ventures
(` million)
Sr Particulars L&T Thales L&T Esencia Esencia Graphene Graphene Graphene Graphene Seastar
no Technology Technology Technologies Technologies Semiconductor Solutions Pte. Solution SDN. Solutions Labs Private
Glossary
5G The 5th generation cellular network technology
ADAS Advanced Driver Assistance Systems
AI Artificial Intelligence
API Application Program Interface
AR Augmented Reality
atm Unit of pressure
CAGR Compounded Annual Growth Rate
CGU Cash Generating Unit
CoE Centre of Excellence
Cross-Poll!novation® Enabling the design and development of innovative products by leveraging multi-vertical, cross industrial expertise
CSR Corporate Social Responsibility
Current Ratio Ratio of Current Assets by Current Liabilities
Days Sales Outstanding Ratio of Trade Receivable to the Revenue, multiplied by 365
Debt Equity Ratio Ratio of Total Debt to Shareholder Equity
Digital Engineering Digital Engineering enables development of smart and connected products that can create enhanced
experiences and optimised functionalities for its end users
Digital Twin Digital replica or representation of physical objects or systems
DMS Digital Manufacturing Services
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization
ECL Expected Credit Loss
EPCM Engineering, Procurement and Construction Management
EPS Earnings Per Share
ER&D Engineering Research & Development
ESOP Scheme, 2016 L&T Technology Services Limited Employee Stock Option Scheme 2016
FMCG Fast-Moving Consumer Goods
HIL Hardware in Loop
Ind AS Indian Accounting Standard
Industry 4.0 Current developments in manufacturing technologies leveraging automation, data analytics, IoT, cloud
computing and cognitive computing
Interest Coverage Ratio Ratio of Operating Profit to Interest Expense
IoT Internet of Things
M2M Machine to Machine
ML Machine Learning
Machine Vision Technology that enables machines to inspect, evaluate and identify still or moving images
MCA Ministry of Corporate Affairs
MRO Maintenance, Repair and Overhaul
MSME The Ministry of Micro, Small and Medium Enterprises
NASSCOM The National Association of Software and Services Companies
Net Profit Margin Ratio of Net Profit to Revenue
OCI Other Comprehensive Income
OEM Original Equipment Manufacturer
OPEX Operational Expenditure
Operation Profit Margin Ratio of Operating Profit to Revenue
OTT Over-The-Top
“our Company”, L&T Technology Services Limited
or LTTS or “the Company”
PAT Profit After Tax
PLM Product Lifecycle Management
POC Proof of Concept
RAMS Reliability, Availability, Maintainability, and Safety
Return on Net Worth Ratio of Net Profit to Average Shareholder equity
RTA Registrar and Transfer Agents
SEBI (LODR) Regulations 2015 Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015
SEBI Regulations Securities & Exchange Board of India (Share Based Employee Benefit) Regulations, 2014
SEZ Special Economic Zone
SME Subject Matter Experts
STPI Software Technology Parks of India
“the Act” or “Companies Act” The Companies Act, 2013
Time-to-market Duration of time taken from conceiving a product to making it available for sale
VLSI Very Large Scale Integration
VR Virtual Reality
240 241
proxy form
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules 2014]
L&T TECHNOLOGY SERVICES LIMITED
CIN: L72900MH2012PLC232169
Regd. Office: L&T House, N. M. Marg, Ballard Estate, Mumbai – 400 001
Tel.: +91 22 6752 5656 Fax: +91 22 6752 5893
Email: investor@ltts.com • Website: www.ltts.com
I/We, being the member(s) of ___________ of L&T TECHNOLOGY SERVICES LIMITED, hereby appoint:
1) _______________________________ of _______________ having e-mail id _______________________________ or failing him
Note:
(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company
not less than 48 hours before the commencement of the meeting.
(2) A Proxy need not be a member of the Company.
(3) Members/Proxies should bring their attendance slips duly completed for attending the AGM.
(4) This is only optional. Please put an ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or
‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
(5) Appointing a proxy does not prevent a member from attending the AGM in person if he/she so wishes.
(6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.
L&T Technology Services Limited
Registered Office:
L&T House, N. M. Marg, Ballard Estate,
Mumbai-400 001, Maharashtra, India